Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the Consolidated Financial Statements and accompanying Notes thereto contained in Item 8 of this Form 10-K and the other sections contained in this Form 10-K.
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with GAAP. In doing so, we have to make estimates and assumptions. Our critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We have reviewed our critical accounting estimates with the audit committee of our Board of Directors.
The Company has identified policies that due to the significant level of judgement, estimation and assumptions inherent in those policies are critical to an understanding of the Company’s consolidated financial statements. These policies include our accounting policies related to the methodology for the determination of the ACL, fair value accounting and measurement, and goodwill valuation. The following is a discussion of the critical accounting estimates involved with those accounting policies.
Allowance for Credit Losses
The ACL is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the economic environment that could result in changes to the amount of the recorded ACL. The provision for credit losses reflects the amount required to maintain the ACL at an appropriate level based upon management’s evaluation of the adequacy of collectively and individually evaluated loan components. Determining the amount of the ACL involves a high degree of judgment. Among the material estimates required to establish the ACL are: overall economic conditions; value of collateral; strength of guarantors; loss exposure at default; the amount and timing of future cash flows for loans that are individually evaluated; determination of loss factors to be applied to the various elements of the portfolio; and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets. All of these estimates are susceptible to significant change. Based on the analysis of the ACL, the amount of the ACL is increased by the provision for credit losses and decreased by a recapture of credit losses and are charged against current period earnings.
The ACL is maintained at a level sufficient to provide for expected credit losses based on evaluating known and inherent risks in the loan portfolio and upon our continuing analysis of the factors underlying the quality of the loan portfolio. The ACL is comprised of a general component and a specific component. The general component establishes a reserve rate using historical life-of-loan default rates, current loan portfolio information, economic forecasts, and business cycle data. Statistical analysis determines life-of-loan default and loss rates for the quantitative component, while qualitative factors adjust expected loss rates for current and forecasted conditions. The qualitative factor methodology involves a blend of quantitative analysis and management judgment, reviewed quarterly. The specific component relates to loans that have been individually evaluated because all contractual amounts of principal and interest will not be paid as scheduled. Based on the individual analysis, an individual reserve may be established. The ACL is based upon factors and trends identified by us at the time financial statements are prepared. Although we use the best information available, future adjustments to the ACL may be necessary due to economic, operating, regulatory and other conditions beyond our control. While we believe the estimates and assumptions used in our determination of the adequacy of the ACL are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions that may be required will not adversely impact our financial condition and results of operations. For additional information see Item 1A. “Risk Factors – Risk Related to Our Lending Activities - Our ACL may prove to be insufficient to absorb losses in our loan portfolio. Future additions to our ACL, as well as charge-offs in excess of reserves, will reduce our earnings,” in this Form 10-K.
48
Table of Contents
Fair Value Accounting and Measurement
We use fair value measurements to record certain financial assets and liabilities at their estimated fair value. A hierarchical disclosure framework associated with the level of pricing observability is utilized in measuring financial instruments at fair value. The degree of judgement utilized in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgement utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have little or no pricing observability and a higher degree of judgement utilized in measuring fair value. Determining the fair value of financial instruments with unobservable inputs requires a significant amount of judgement. For more information regarding fair value accounting, see Note 14 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.
Goodwill Valuation
Goodwill is initially recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. The Company has two reporting units, the Bank and the Trust Company, for purposes of evaluating goodwill for impairment. All of the Company’s goodwill has been allocated to the Bank reporting unit. The Company performs an annual review in the third quarter of each fiscal year, or more frequently if indications of potential impairment exist, to determine if the recorded goodwill is impaired. If the fair value exceeds the carrying value, goodwill at the reporting unit level is not considered impaired and no additional analysis is necessary. If the carrying value of the reporting unit is greater than its fair value, the amount of impairment loss is measured as the amount by which the carrying value of the reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in our expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; adverse action or assessment by a regulator; and unanticipated competition. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Company’s consolidated financial statements.
The Company performed its annual goodwill impairment test as of October 31, 2025. The goodwill impairment test estimates the fair value of the reporting unit utilizing the allocation of corporate value approach, the income approach, the whole bank transaction approach and the market approach in order to derive an enterprise value of the Company. The allocation of corporate value approach applies the aggregate market value of the Company and divides it among the reporting units. A key assumption in this approach is the control premium applied to the aggregate market value. A control premium is utilized as the value of a company from the perspective of a controlling interest is generally higher than the widely quoted market price per share. The Company used an expected control premium of 30%, which was based on comparable transactional history. The income approach uses a reporting unit’s projection of estimated operating results and cash flows that are discounted using a rate that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in loans and deposits, estimates of future expected changes in net interest margins and cash expenditures. Assumptions used by the Company in its discounted cash flow model (income approach) included an annual revenue growth rate that approximated 8.8%, a net interest margin that approximated 3.8% and a return on assets that ranged from 0.60% to 1.32% (average of 1.02%). In addition to utilizing the above projections of estimated operating results, key assumptions used to determine the fair value estimate under the income approach were the discount rate of 14.26% utilized for our cash flow estimates and a terminal value estimated at 1.6 times the ending book value of the reporting unit. The Company used a build-up approach in developing the discount rate that included: an assessment of the risk-free interest rate, the rate of return expected from publicly traded stocks, the industry the Company operates in and the size of the Company. The whole bank transaction approach estimates fair value by applying key financial variables in transactions involving acquisitions of similar institutions. In applying the whole bank transaction approach method, the Company identified transactions that occurred during the calendar 2025 and other relevant published data utilizing a multiple of 1.36 times price to book value. The market approach estimates fair value by applying tangible book value multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting unit. In applying the market approach method, the Company selected four publicly traded comparable institutions. After selecting comparable institutions, the Company derived the fair value of the reporting unit by completing a comparative analysis of the relationship between their financial metrics listed above and their market values utilizing a market multiple of 1.0 times book value and a market multiple of 1.1 times tangible book value, due to comparable bank volatility and its belief that earnings multiples do not give meaningful results. The Company calculated a fair value of its reporting unit of $141.0 million using the corporate value approach, $199.2 million using the income
49
Table of Contents
approach, $250.0 million using the whole bank transaction approach and $232.0 million using the market approach, with a final concluded value of $218.0 million, with ten percent weight given to the corporate value approach and thirty percent weight given to the whole bank transaction, market approach and income approach. The results of the Company’s test indicated that the reporting unit’s fair value was greater than its carrying value and therefore no impairment of goodwill exists.
The Company also completed a qualitative assessment of goodwill as of March 31, 2026, and concluded that it is more likely than not that the fair value of the Bank (the reporting unit), exceeds its carrying value at that date. Accordingly, no goodwill impairment was recognized. However, future impairment charges could occur if adverse events or changes in circumstances arise, including, but not limited to: (i) a sustained decline in the Company’s stock price or that of peer institutions, (ii) revenue declines beyond current forecasts, or (iii) significant adverse changes in the operating environment for the financial industry.
Additionally, changes in circumstances at or after the measurement date, or changes in the assumptions and estimates used in assessing goodwill, could result in a partial or full impairment of goodwill. While any such impairment charge would adversely affect the Company’s financial condition and results of operations, it would not impact the Company’s liquidity, operations, or regulatory capital ratios.
For additional information concerning critical accounting policies, see Note 1 of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data." and the following:
Operating Strategy and Selected Financial Information
Fiscal year 2026 marked the 102nd anniversary for Riverview Bank, which opened for business in 1923. Our primary business strategy is to provide comprehensive banking and related financial services within our primary market area. The Company’s goal is to deliver returns to shareholders by increasing higher-yielding assets (in particular, commercial real estate and commercial business loans), increasing core deposit balances, managing problem assets, reducing expenses, hiring experienced employees with a commercial lending focus and exploring expansion opportunities. The Company seeks to achieve these results by focusing on the following objectives:
Execution of our Business Plan. The Company remains focused on expanding its loan portfolio, particularly higher-yielding commercial and construction loans, and growing its core deposit base by deepening client relationships throughout its primary market areas. While residential real estate lending was historically a primary focus, the Company has diversified its loan portfolio in recent years through the strategic growth of its commercial and construction loan portfolios. In fiscal year 2021, the Company ceased originating one-to-four family residential real estate loans but continues to purchase such loans consistent with its asset/liability management objectives. At March 31, 2026, commercial and construction loans represented 88.6% of total loans. Commercial lending, including CRE, generally involves greater credit risk than residential lending. However, these risks are often compensated by higher interest margins and fee income, contributing to enhanced loan portfolio profitability. To support its growth and profitability objectives, the Company is committed to a relationship-based banking model designed to strengthen client loyalty, identify new lending opportunities, and improve client-level profitability through cross-selling deposit, treasury management, and other banking services. The Company continues to build its core deposit base by offering competitive products, enhancing digital banking capabilities, and prioritizing high-quality client service. Additionally, the Company seeks to expand its banking franchise through de novo branch development, selective acquisitions of branches or loan portfolios, and whole bank transactions that align with its strategic and financial goals.
Maintaining Strong Asset Quality. The Company believes that strong asset quality is a key to long-term financial success. The Company has actively managed delinquent loans and nonperforming assets by aggressively pursuing the collection of consumer debts, marketing saleable properties upon foreclosure or repossession, and through work-outs of classified assets and loan charge-offs. The Company’s approach to credit management uses well defined policies and procedures and disciplined underwriting criteria resulting in our strong asset quality and credit metrics in fiscal year 2026. Although the Company intends to prudently increase the percentage of its assets consisting of higher-yielding commercial real estate, real estate construction and commercial business loans, which offer higher risk-adjusted returns, shorter maturities and more sensitivity to interest rate fluctuations, the Company intends to manage credit exposure through the use of experienced bankers in these areas and a conservative approach to its lending.
Introduction of New Products and Services. The Company continuously reviews new products and services to provide its clients more financial options. All new technology and services are generally reviewed for business development and cost saving purposes. The Company continues to experience growth in client use of its online banking services, where the Bank provides a
50
Table of Contents
full array of traditional cash management products as well as online banking products including mobile banking, mobile deposit, bill pay, e-statements, and new deposit products. The products are tailored to meet the needs of small to medium size businesses and households in the markets we serve. The Company intends to selectively add other products to further diversify revenue sources and to capture more of each client’s banking relationship by cross selling loan and deposit products and additional services, including services provided through the Trust Company to increase its fee income. Assets under management by the Trust Company totaled $908.1 million and $877.9 million at March 31, 2026 and March 31, 2025, respectively. The Company also offers a third-party identity theft product to its clients. The identity theft product assists our clients in monitoring their credit and includes an identity theft restoration service.
Attracting Core Deposits and Other Deposit Products. The Company offers a variety of deposit products, including personal checking, savings, and money market accounts, which generally represent lower-cost and more stable sources of funding compared to certificates of deposit. These core deposits are less sensitive to interest rate fluctuations and play a key role in supporting the Company’s funding and liquidity strategy. To strengthen its funding base, the Company continues to prioritize the growth of core deposits over higher-cost funding sources, such as brokered deposits, FHLB advances, and FRB borrowings. This approach supports loan growth while helping to manage interest expense and reduce reliance on more volatile wholesale funding sources. A key element of this strategy is enhancing and deepening client relationships. The Company believes its continued focus on relationship banking will support the expansion of both core deposits and locally sourced retail certificates of deposit. In particular, the Company seeks to increase demand deposits by building business banking relationships, supported by a suite of expanded product offerings tailored to meet the specific needs of its business clients. To further encourage growth in lower-cost deposits, the Company has invested in technology-based solutions designed to improve the client experience and support cash management needs. These include personal financial management tools, business cash management services, and remote deposit capture products, which allow the Company to effectively compete with financial institutions of all sizes. As of March 31, 2026, core branch deposits increased $25.2 million compared to March 31, 2025, reflecting the Company’s concentrated efforts to retain and grow deposits in light of the strong competition within its market area. Core branch deposits accounted for 98.4% of total deposits at March 31, 2026 compared to 98.1% at March 31, 2025.
Recruiting and Retaining Highly Competent Personnel with a Focus on Commercial Lending. The Company’s ability to continue to attract and retain banking professionals with strong community relationships and significant knowledge of its markets will be a key to its success. The Company believes that it enhances its market position and adds profitable growth opportunities by focusing on hiring and retaining experienced bankers focused on owner occupied commercial real estate and commercial lending, and the deposit balances that accompany these relationships. The Company emphasizes to its employees the importance of delivering exemplary client service and seeking opportunities to build further relationships with its clients. The goal is to compete with other financial service providers by relying on the strength of the Company’s client service and relationship banking approach. The Company believes that one of its strengths is that its employees are also shareholders through the Company’s ESOP and 401(k) plans.
Selected Financial Data: The following financial condition data as of March 31, 2026 and 2025 and operating data and key financial ratios for the fiscal years ended March 31, 2026, 2025, and 2024 have been derived from the Company’s audited consolidated financial statements. The information below is qualified in its entirety by the detailed information included elsewhere herein and should be read along with this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8. “Financial Statements and Supplementary Data” included in this Form 10-K.
51
Table of Contents
At March 31,
(In thousands)
FINANCIAL CONDITION DATA:
Investment securities held to maturity — 203,079
Year Ended March 31,
(Dollars in thousands, except per share data)
OPERATING DATA:
Provision for credit losses 1,255 100 —
Net interest income after provision for credit losses 39,093 36,244 38,086
(Benefit) provision for income taxes (1,493) 1,335 802
(Loss) earnings per share:
52
Table of Contents
At or For the Years Ended March 31,
KEY FINANCIAL RATIOS:
Performance Ratios:
Return on average assets (0.29) % 0.32 % 0.24 %
Non-interest expense to average assets 3.17 2.91 2.78
Asset Quality Ratios:
Allowance for credit losses to total loans at end of period 1.40 1.45 1.50
Ratio of nonperforming assets to total assets 0.53 0.01 0.01
Ratio of nonperforming loans to total loans 0.71 0.01 0.02
Capital Ratios:
Common equity tier 1 capital to risk-weighted assets 14.37 15.23 15.06
(1) Dividends per share divided by diluted earnings per share.
53
Table of Contents
Comparison of Financial Condition at March 31, 2026 and 2025
Cash and cash equivalents, including interest-earning deposits in other banks, totaled $116.9 million at March 31, 2026 compared to $29.4 million at March 31, 2025. The increase reflects the proceeds received from the sale of investment securities during the fourth quarter of fiscal year 2026 that had not yet been fully redeployed into loans or investment securities as of year-end. Pending redeployment, these funds are invested in interest-earning deposits and other short-term instruments. The Company intends to deploy these funds into loans and investment securities in accordance with its asset/liability management objectives as market conditions and loan demand warrant. The Company's cash balances typically fluctuate based upon funding needs, deposit activity and investment securities activity.
Investment securities totaled $154.8 million and $322.5 million at March 31, 2026 and 2025, respectively. The decrease was primarily due to investment securities sales of $149.3 million in the fourth quarter of fiscal year 2026 in addition to normal pay downs, calls and maturities, partially offset by purchases of investment securities totaling $25.5 million. The sale of investment securities, while resulting in a pre-tax loss of $11.4 million, was undertaken to reposition the portfolio away from lower-yielding securities and improve the ongoing yield of the investment portfolio. Management estimates the economic loss will be recovered through improved portfolio earnings within approximately 3.5 years, although actual results will depend on market conditions and the yield at which proceeds are redeployed, and there can be no assurance that this estimate will prove accurate. The Company did not make any purchases of investment securities during fiscal 2025, instead prioritizing deployment of available funds into its loan portfolio. For additional information on the Company’s investment securities, see Note 3 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.
Loans receivable, net, totaled $1.08 billion at March 31, 2026, compared to $1.05 billion at March 31, 2025, an increase of $30.2 million. The increase was primarily attributable to increases in commercial real estate loans of $19.4 million, other installment loans of $13.1 million, multi-family loans of $12.2 million and land loans of $4.5 million. These increases were partially offset by a decrease in commercial business loans of $13.1 million and real estate construction loans of $5.1 million.
The Company no longer funds one-to-four family mortgage loans but may occasionally purchase such loans consistent with its asset/liability objectives. Additionally, the Company purchases loans originated by third parties outside the Company’s primary market area to supplement originations and diversify the portfolio. Purchased loans totaled $43.6 million at March 31, 2026 compared to $35.3 million at March 31, 2025, an increase of $8.3 million. This increase was primarily attributable to consumer loan purchases totaling $21.1 million, partially offset by normal paydowns and payoffs. The Company also purchases the guaranteed portion of SBA loans to help portfolio diversification, supplement originations and generate higher yields than overnight cash or other short-term investments. These SBA loans are originated by other financial institutions outside the Company’s primary market area and are purchased with servicing retained by the seller. At March 31, 2026, the Company’s purchased SBA loan portfolio was $42.7 million compared to $47.4 million at March 31, 2025
Deposits totaled $1.25 billion at March 31, 2026 compared to $1.23 billion at March 31,2025. While overall deposit levels remained stable, there was a shift in the composition of the deposits. Increases in interest checking of $31.4 million, certificates of deposit of $21.2 million and money market accounts of $6.1 million were partially offset by decreases in non-interest checking accounts of $22.0 million and regular savings accounts of $14.8 million. The migration away from lower- or non-interest-bearing accounts toward interest checking, time deposits and money market products is consistent with industry trends, as depositors seek to optimize returns on their funds. The Company had no wholesale-brokered deposits at March 31, 2026 and 2025. Core branch deposits accounted for 98.4% of total deposits at March 31, 2026 compared to 98.1% at March 31, 2025. The Company remains focused on building and retaining core deposit relationships through targeted client engagement strategies and competitive product offerings, rather than relying on wholesale funding sources.
Accrued expenses and other liabilities increased $3.3 million to $18.1 million at March 31, 2026 compared to $14.8 million at March 31, 2025. The increase was primarily due to an increase in outstanding balance in Trust sweep funds of $3.3 million at March 31, 2026, which was subsequently disbursed the following business day.
FHLB advances decreased $60.3 million to $16.1 million at March 31, 2026 compared to $76.4 million at March 31, 2025, as the Company used excess liquidity resulting from the sale of investment securities to pay down borrowings. FHLB advances at March 31, 2026 were comprised entirely of overnight advances. In contrast, FHLB advances at March 31, 2025 were comprised of overnight advances and short-term borrowings of $51.4 million and $25.0 million, respectively. While overall FHLB borrowing declined, the Company continued to strategically utilize available FHLB advances, particularly short-term advances, to support loan originations and manage liquidity in accordance with its asset/liability objectives.
54
Table of Contents
Shareholders’ equity decreased $14.4 million to $145.6 million at March 31, 2026 from $160.0 million at March 31, 2025. The decrease was mainly attributable to the increase in the accumulated other comprehensive loss related to the change in unrealized holding losses on securities, net of tax, of $6.1 million, a net loss of $4.3 million, the repurchase of 514,009 shares of common stock totaling $2.7 million, and the payment of cash dividends totaling $1.7 million.
Comparison of Operating Results for the Years Ended March 31, 2026 and 2025
Net Income (Loss).The Company reported a net loss of $4.3 million, or ($0.21) per diluted share, for the fiscal year ended March 31, 2026, compared to net income of $4.9 million, or $0.23 per diluted share, for the fiscal year ended March 31, 2025. The net loss for the fiscal year ended March 31, 2026 was primarily due to the $11.4 million loss on sale of securities included in non-interest income, which resulted from the portfolio repositioning transaction completed in the fourth quarter of fiscal year 2026. Absent this transaction, the Company's underlying operating performance improved year over year, primarily reflecting an increase in net interest income of $4.0 million. Offsetting the improvement in net interest income were increases in non-interest expense of $3.4 million and provision for credit losses of $1.3 million. The increase in net interest income was primarily due to an increase in interest and fees on loans receivable of $4.4 million and a decrease in interest expense related to interest on borrowings of $2.4 million.
Net Interest Income. The Company’s profitability depends primarily on its net interest income, which is the difference between the income it receives on interest-earning assets and the interest paid on deposits and borrowings. When the rate earned on interest-earning assets equals or exceeds the rate paid on interest-bearing liabilities, this positive interest rate spread will generate net interest income. The Company’s results of operations are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates, government legislation and regulation, and monetary and fiscal policies.
Net interest income for fiscal 2026 increased $4.0 million, or 11.0%, to $40.3 million compared to $36.3 million in fiscal 2025. The increase was due to an increase in interest and dividend income and a decrease in interest expense. Net interest margin for the fiscal year ended March 31, 2026 was 2.86% compared to 2.54% for the prior fiscal year. The increase in the net interest margin was primarily attributable to both the higher average balance and yield on net loans and the decrease in the average balance and yield on FHLB advances.
Interest and Dividend Income. Interest and dividend income increased $3.0 million to $62.0 million for the fiscal year ended March 31, 2026 from $59.0 million for the fiscal year ended March 31, 2025. The increase was primarily related to the increase in interest and fees on loans receivable due to the overall increase in average balance and yield on total net loans. Interest and fees on loans receivable increased $4.4 million to $55.0 million at March 31, 2026 compared to $50.6 million at March 31, 2025. The average balance of loans receivable increased $27.5 million to $1.07 billion compared to $1.04 billion at March 31, 2025. The average yield on loans increased 28 basis points to 5.13% at March 31, 2026 compared to 4.85% at March 31, 2025.
Interest earned on investment securities decreased $1.2 million for the fiscal year ended March 31, 2026, compared to the prior fiscal year. The decrease was primarily the result of a $48.4 million decline in the average balance of investment securities to $321.6 million for fiscal year ended March 31, 2026, compared to $370.0 million for fiscal year ended March 31, 2025. This decline reflects, in part, the Company’s portfolio repositioning during the fourth quarter of fiscal 2026, which included the sale of approximately $149.3 million of lower-yielding book value investment securities. The remaining decrease in the investment portfolio resulted from normal paydowns and maturities. The average yield on investment securities was 1.87% for the fiscal year ended March 31, 2026 compared to 1.96% for the prior fiscal year.
Interest Expense. Interest expense for the fiscal year ended March 31, 2026 totaled $21.7 million, a $958,000 or 4.2% decrease from $22.6 million for the fiscal year ended March 31, 2025.
Interest expense on deposits increased $1.4 million for the fiscal year ended March 31, 2026, compared to the prior fiscal year, primarily due to higher average rates and balances on interest checking and money market accounts. The average rate paid on interest checking accounts increased 23 basis points to 1.23%, while the average balance increased $35.6 million compared to the prior fiscal year. The average rate paid on money market accounts increased 16 basis points to 2.02%, while the average balance increased $2.6 million to $226.7 million. Partially offsetting these increases, the average rate paid on certificates of deposit decreased 33 basis points to 3.45%, reflecting the repricing of higher-rate certificates at current market rates, while the average balance increased $18.7 million to $240.4 million, resulting in certificates of deposit interest expense that was essentially unchanged from the prior fiscal year. The average rate paid on all interest-bearing deposits increased eight basis points to 1.82% compared to 1.74% for the prior fiscal year.
55
Table of Contents
Interest expense on borrowings decreased $2.4 million for the fiscal year ended March 31, 2026 compared to the prior fiscal year due primarily to both a decrease in the average balance of FHLB advances and lower rates on FHLB advances and junior subordinated debentures. The average balance of FHLB advances decreased $31.5 million to $67.5 million, reflecting reduced reliance on borrowings as deposit balances grew and securities sale proceeds provided additional liquidity. The average rate paid on FHLB advances decreased 76 basis points to 4.41% and the average rate paid on junior subordinated debentures decreased 93 basis points to 6.57%, both reflecting the decline in short-term market interest rates resulting from Federal Reserve rate reductions during the fiscal year.
Provision for credit losses. The Company recorded a provision for credit losses of $1.3 million for the fiscal year ended March 31, 2026 compared to $100,000 for the fiscal year ended March 31, 2025. The provision recorded in fiscal 2026 primarily reflects growth in the loan portfolio and charge-offs recognized during the fiscal year. During the fourth quarter of fiscal year 2026, nonperforming loans increased approximately $7.6 million, primarily due to an increase in non-accrual commercial real estate loans of approximately $7.1 million. These loans are collateral dependent. The increase in nonperforming loans primarily reflects the circumstances of this specific borrower rather than broader weakness in the commercial real estate loan category. Expected credit loss estimates incorporate a variety of qualitative and quantitative factors, including borrower-specific information, changes in internal risk ratings, projected delinquencies, and the anticipated effects of economic conditions on borrowers’ ability to repay.
At March 31, 2026, the ACL totaled $15.2 million, or 1.40% of total loans, compared to $15.4 million, or 1.45% of total loans at March 31, 2025. The decline in the ACL balance reflects the $1.3 million of net charge-offs recognized during the fiscal year, partially offset by the provision recorded. The coverage ratio of ACL to nonperforming loans was 196% at March 31, 2026 compared to 9,900% at March 31, 2025, with the decline reflecting the significant increase in nonperforming loans during the fiscal year 2026 rather than any deterioration in the overall adequacy of the ACL. The Company continues to actively monitor the identified credit relationships and does not currently anticipate losses beyond amounts already reflected in the ACL.
Non-Interest Income. Non-interest income decreased $11.5 million to $2.7 million for the fiscal year ended March 31, 2026 from $14.3 million for fiscal year 2025. The decrease was attributable to the $11.4 million loss on the sale of investment securities. Other changes in non-interest income during the fiscal year ended March 31, 2026 compared to the same prior year period include an increase in fees and service charges of $269,000 due to higher non-sufficient fund charges and increases in asset management fees of $328,000 primarily due to increases in irrevocable trust fees of $159,000 and agency fees of $122,000. Other non-interest income decreased $552,000 for fiscal year 2026 compared to the prior fiscal year, primarily due to $844,000 in litigation settlement recoveries recognized in fiscal year 2025 that did not recur in fiscal year 2026, partially offset by $294,000 employee retention credit in the current fiscal year.
Non-Interest Expense. Non-interest expense increased $3.4 million to $47.7 million for the year ended March 31, 2026 from $44.3 million for fiscal 2025. The increase was primarily due to higher salaries and employee benefits of $2.7 million, due to the expansion of our business banking teams and the filling of key positions aligned with our growth objectives. Other non-interest expense increased $792,000 compared to prior fiscal year, primarily due to a one-time business and occupation tax assessment of $248,000 and a decrease in fraud recoveries of $243,000. Data processing expense increased $280,000 for fiscal year 2026 compared to the prior fiscal year, reflecting continued investment in technology infrastructure. These increases were partially offset by a decrease in marketing expenses and professional services of $219,000 and $218,000, respectively.
Income Taxes. The Company recorded an income tax benefit of $1.5 million for the fiscal year ended March 31, 2026 compared to a provision for income taxes of $1.3 million for the fiscal year ended March 31, 2025. The tax benefit reflects the pre-tax loss of $5.8 million for fiscal year 2026, which was primarily driven by the $11.4 million pre-tax loss on the sale of investment securities. The effective tax rate was (25.6%) for the fiscal year ended March 31, 2026, applied against a pre-tax loss, compared to an effective tax rate of 21.4% applied against pre-tax income for the fiscal year ended March 31, 2025.
The net deferred tax asset increased $3.5 million to $12.1 million at March 31, 2026, reflecting the tax effect of the current year pre-tax loss and the increase in unrealized losses in accumulated other comprehensive loss. Management evaluated the realizability of this asset and concluded that no valuation allowance was required, as it is more likely than not that the deferred tax asset will be fully realized based on projected future taxable income and available tax planning strategies. See “Note 10. Income Taxes” for further discussion of the Company’s income taxes.
Comparison of Operating Results for the Years Ended March 31, 2025 and 2024
See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, previously filed with the SEC.
56
Table of Contents
Average Balance Sheet. The following table sets forth, for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income earned on average interest-earning assets and interest expense paid on average interest-bearing liabilities, resultant yields, interest rate spread, ratio of interest-earning assets to interest-bearing liabilities and net interest margin. Average balances for a period have been calculated using daily average balances during such period. Non-accruing loans were included in the average loan amounts outstanding. Loan fees, net, of $1.8 million, $1.4 million and $1.3 million were included in interest income for the years ended March 31, 2026, 2025 and 2024, respectively.
Years Ended March 31,
Interest Interest Interest
Average and Yield/ Average and Yield/ Average and Yield/
(Dollars in thousands)
Interest-earning assets:
Non-interest-earning assets:
Interest-bearing liabilities:
Non-interest-bearing liabilities:
Other liabilities 13,139 14,081 14,510
Interest rate spread 2.27 % 1.88 % 2.00 %
Net interest margin 2.86 % 2.54 % 2.56 %
(1) Includes non-accrual loans.
57
Table of Contents
Rate/Volume Analysis
The following table sets forth the effects of changing rates and volumes on net interest income of the Company for the fiscal year ended March 31, 2026 compared to the fiscal year ended March 31, 2025, and the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. Information is provided with respect to: (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate); (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) changes in rate/volume (change in rate multiplied by change in volume). Variances that were insignificant have been allocated based upon the percentage relationship of changes in volume and changes in rate to the total net change (in thousands). The changes noted in the table below include tax equivalent adjustments, and as a result, will not agree to the amounts reflected on the Company’s consolidated statements of income (loss) for the categories that have been adjusted to reflect tax equivalent income.
Year Ended March 31,
Increase (Decrease) Due to Increase (Decrease) Due to
Total
Increase Total
Interest Income:
Interest-earning deposits in other banks 173 (134) 39 72 (38) 34
Interest Expense:
Junior subordinated debentures 7 (253) (246) 7 (87) (80)
Other interest-bearing liabilities (5) — (5) (5) — (5)
Asset and Liability Management
The Company’s principal financial objective is to achieve long-term profitability while reducing its exposure to fluctuating market interest rates. The Company has sought to reduce the exposure of its earnings to changes in market interest rates by attempting to manage the difference between asset and liability maturities and interest rates. The principal element in achieving this objective is to increase the interest rate sensitivity of the Company’s interest-earning assets and interest-bearing liabilities. Interest rate sensitivity increases by originating and purchasing portfolio loans with interest rates subject to periodic adjustment to market conditions and fixed rate loans with shorter terms to maturity. The Company relies on retail deposits as its primary source of funds, but also has access to FHLB advances, FRB borrowings, and other wholesale facilities, as needed. Management believes retail deposits reduce the effects of interest rate fluctuations because they generally represent a stable source of funds. As part of its interest rate risk management strategy, the Company promotes transaction accounts and certificates of deposit with terms up to ten years.
The Company has adopted a strategy that is designed to maintain or improve the interest rate sensitivity of assets relative to its liabilities. The primary elements of this strategy involve: (i) originating adjustable rate loans; (ii) increasing commercial loans, consumer loans that are adjustable rate and other short-term loans as a portion of total net loans receivable because of their generally shorter terms and higher yields than real estate one-to-four family loans; (iii) matching asset and liability maturities; and (iv) investing in short-term securities. The strategy for liabilities has been to shorten the maturities for both deposits and borrowings. The Company’s longer-term objective is to increase the proportion of non-interest-bearing demand deposits, low
58
Table of Contents
interest- bearing demand deposits, money market accounts, and savings deposits relative to certificates of deposit to reduce the Company’s overall cost of funds, however the deposit mix during fiscal year 2026 moved in the opposite direction as depositors sought higher-yielding products, consistent with broader industry trends.
Consumer loans, such as home equity lines of credit and installment loans, commercial loans and construction loans typically have shorter terms and higher yields than real estate one-to-four family loans, and accordingly reduce the Company’s exposure to fluctuations in interest rates. Adjustable interest rate loans totaled $494.3 million or 45.25% of total loans at March 31, 2026, as compared to $477.8 million or 44.97% of total loans at March 31, 2025. Although the Company has sought to originate adjustable rate loans, the ability to originate and purchase such loans depends to a great extent on market interest rates and borrowers’ preferences. Particularly in lower interest rate environments, borrowers often prefer to obtain fixed-rate loans. See Item 1. “Business - Lending Activities – Real Estate Construction “ and “- Lending Activities - Consumer Lending.”
The Company may also invest in short-term to medium-term U.S. Government securities as well as mortgage-backed securities issued or guaranteed by U.S. Government agencies. At March 31, 2026, the combined investment portfolio of $154.8 million had an average life of 7.1 years, reflecting the composition of the repositioned portfolio following the investment securities sales completed during the fourth quarter of fiscal year 2026. Adjustable rate mortgage-backed securities totaled $1.8 million at March 31, 2026 compared to $2.2 million at March 31, 2025. See Item 1. “Business – Investment Activities” for additional information.
Liquidity and Capital Resources
Liquidity is essential to our business. The objective of the Bank’s liquidity management is to maintain ample cash flows to meet obligations for depositor withdrawals, to fund the borrowing needs of loan clients, and to fund ongoing operations. Core relationship deposits are the primary source of the Bank’s liquidity. As such, the Bank focuses on deposit relationships with local consumer and business clients who maintain multiple accounts and services at the Bank.
Liquidity management is both a short and long-term responsibility of the Company’s management. The Company adjusts its investments in liquid assets based upon management’s assessment of (i) expected loan demand, (ii) projected loan sales, (iii) expected deposit flows, (iv) yields available on interest-bearing deposits and (v) asset/liability management program objectives. Excess liquidity is invested generally in interest-bearing overnight deposits and other short-term government and agency obligations. If the Company requires funds beyond its ability to generate them internally, it has additional diversified and reliable sources of funds with the FHLB, the FRB and other wholesale facilities. These sources of funds may be used on a long or short-term basis to compensate for a reduction in other sources of funds or on a long-term basis to support lending activities.
The Company’s primary sources of funds are client deposits, proceeds from principal and interest payments on loans, proceeds from the sale of loans, maturing securities, FHLB advances and FRB borrowings. While maturities and scheduled amortization of loans and securities are a predictable source of funds, deposit flows and prepayment of mortgage loans and mortgage-backed securities are greatly influenced by general interest rates, economic conditions and competition. Management believes that its focus on core relationship deposits coupled with access to borrowing through reliable counterparties provides reasonable and prudent assurance that ample liquidity is available. However, depositor or counterparty behavior could change in response to competition, economic or market situations or other unforeseen circumstances, which could have liquidity implications that may require different strategic or operational actions.
The Company must maintain an adequate level of liquidity to ensure the availability of sufficient funds for loan originations, deposit withdrawals and continuing operations, satisfy other financial commitments and take advantage of investment opportunities. Deposits increased $21.9 million during the fiscal year ended March 31, 2026, providing a stable funding base. The elevated level of cash and liquid assets at March 31, 2026 reflects securities sale proceeds that had not yet been fully redeployed into loans or investment securities as of year-end. At March 31, 2026 cash and cash equivalents and available for sale investment securities totaled $271.6 million, or 18.6% of total assets. Management believes that the Company’s securities portfolio is of high quality and generally marketable. The level of liquid assets is influenced by the Company’s operating, financing, lending, and investing activities during any given period. In addition to these primary sources of funds, the Bank has several secondary borrowing sources available to meet potential funding requirements, including FRB borrowings and FHLB advances. At March 31, 2026, the Bank had no advances from the FRB and maintained a credit facility with the FRB with available borrowing capacity of $225.7 million, subject to sufficient collateral. FHLB advances totaled $16.1 million at the same date, with additional borrowing capacity of $268.0 million, also subject to adequate collateral and stock investment. At March 31, 2026, the Bank had sufficient unpledged collateral to allow it to utilize its available borrowing capacity from the FRB and the FHLB. Borrowing capacity may,
59
Table of Contents
however, fluctuate based on the quality and risk rating of pledged loan collateral, and counterparties may adjust discount rates applied to such collateral at their discretion.
An additional source of wholesale funding includes brokered certificates of deposit. While the Company has utilized brokered deposits from time to time, the Company historically has not extensively relied on brokered deposits to fund its operations. At March 31, 2026 and 2025, the Bank had no wholesale brokered deposits. The Bank also participates in the CDARS and ICS deposit products, which allow the Company to accept deposits in excess of the FDIC insurance limit for a depositor and obtain “pass-through” insurance for the total deposit. The Bank’s CDARS and ICS balances were $30.2 million, or 2.4% of total deposits, and $36.0 million, or 2.9% of total deposits, at March 31, 2026 and 2025, respectively. The combination of all the Bank’s funding sources gives the Bank available liquidity of $968.9 million, or 66.2% of total assets at March 31, 2026.
At March 31, 2026, the Company had total commitments of $131.5 million, which included commitments to extend credit of $7.2 million, unused lines of credit totaling $108.5 million, undisbursed construction loans totaling $14.2 million, and standby letters of credit totaling $1.6 million. For additional information regarding future financial commitments, see Note 16 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K. The Company anticipates that it will have sufficient funds available to meet current loan commitments. Certificates of deposit that are scheduled to mature in less than one year from March 31, 2026 totaled $245.0 million. Historically, the Bank has been able to retain a significant amount of its deposits as they mature. Partially offsetting these cash outflows are scheduled loan maturities of less than one year totaling $54.7 million at March 31, 2026.
The Company incurs capital expenditures on an ongoing basis to expand and improve its product offerings, enhance and modernize its technology infrastructure, and to introduce new technology-based products to compete effectively in its markets. The Company evaluates capital expenditure projects based on a variety of factors, including expected strategic impacts (such as forecasted impact on revenue growth, productivity, expenses, service levels and client retention) and its expected return on investment. The amount of capital investment is influenced by, among other things, current and projected demand for its services and products, cash flow generated by operating activities, cash required for other purposes and regulatory considerations. Based on its current capital allocation objectives, during fiscal 2027 the Company expects cash expenditures of approximately $2.2 million for capital investment in premises and equipment.
Riverview, as a separate legal entity from the Bank, must provide for its own liquidity. Sources of capital and liquidity for Riverview include distributions from the Bank and the issuance of debt or equity securities. Dividends and other capital distributions from the Bank are subject to regulatory notice. Management currently expects to continue the Company’s current practice of paying quarterly cash dividends on its common stock subject to the Board of Directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. The current quarterly common stock dividend rate is $0.02 per share, as approved by the Board of Directors, which management believes is a dividend rate per share which enables the Company to balance our multiple objectives of managing and investing in the Bank and returning a substantial portion of the Company’s cash to its shareholders. Assuming continued payment during fiscal year 2027 at this rate of $0.02 per share, average total dividends paid each quarter would be approximately $411,000 based on the number of the Company’s outstanding shares at March 31, 2026. At March 31, 2026, Riverview had $3.7 million in cash to meet its liquidity needs.
Bank holding companies and federally insured state-chartered banks are required to maintain minimum levels of regulatory capital. At March 31, 2026, Riverview and the Bank were in compliance with all applicable capital requirements. For additional information, see Note 12 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K and Item 1. Business – Regulation and Supervision of the Bank.
New Accounting Pronouncements
For a discussion of new accounting pronouncements and their impact on the Company, see Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
60
Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company’s financial condition and operations are influenced significantly by general economic conditions, including the absolute level of interest rates as well as changes in interest rates and the slope of the yield curve. The Company’s profitability is dependent to a large extent on net interest income, which is the difference between interest received on interest-earning assets and interest paid on interest-bearing liabilities. Interest rate risk is the risk that changes in market interest rates will adversely affect the Company’s earnings and underlying economic value and is the primary market risk affecting the Company’s financial performance. Interest rate risk is determined by the maturity and repricing characteristics of the Company’s assets, liabilities and off-balance-sheet contracts.
The Company’s Asset/Liability Management Committee (“ALCO”) is responsible for monitoring and managing interest rate risk exposure to determine the level of risk appropriate given our operating environment, business plan strategies, performance objectives, capital and liquidity constraints, and asset and liability allocation alternatives; and to manage our interest rate risk consistent with regulatory guidelines and policies approved by the Board of Directors. The ALCO monitors interest rate sensitivity, asset and liability allocation, liquidity and capital positions, and local and national economic conditions, and seeks to structure the loan and investment portfolios and funding sources to maximize earnings within acceptable risk tolerances. The Company does not maintain a trading account for any class of financial instrument, nor does it engage in hedging activities or purchase high-risk derivative instruments. The Company is not subject to foreign currency exchange rate risk or commodity price risk.
The Company's interest rate risk simulation model measures the impact on net interest income of changes in market interest rates over 12 and 24-month horizons under several instantaneous rate change scenarios. Key assumptions in the model include cash flows and maturities of financial instruments, changes in market conditions, loan volumes and pricing, deposit sensitivity, consumer preferences and management’s capital leverage plans. These assumptions are inherently uncertain and the model cannot precisely estimate net interest income or predict the impact of interest rate changes on net interest income. Actual results may differ significantly from simulated results due to the timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies.
The following table shows the approximate percentage change in net interest income over 12 and 24-month periods under several instantaneous interest rate change scenarios as of March 31, 2026:
Percent change in net Percent change in net
interest income (12 interest income (24
Change in interest rates months) months)
Base case — — %
Down 200 basis points 1.8 % (1.1) %
Down 300 basis points 2.1 % (1.4) %
As of March 31, 2026, the Company’s interest rate risk simulation model indicates that net interest income is more negatively affected by rising interest rates than positively impacted by falling rates over the near term. In a rising interest rate environment, net interest income is projected to decline over the first 12 months, as interest-bearing liabilities are expected to reprice more quickly than interest-earning assets, reflecting the significant proportion of fixed-rate loans in the portfolio. For example, a 200 basis point increase in rates is projected to reduce net interest income by 6.8% over the first 12 months. Over a 24-month horizon, however, the model projects net interest income to recover and improve across all rising rate scenarios as interest-earning assets reprice, with a 200 basis point increase projected to produce a 2.8% improvement in net interest income. In a falling interest rate environment, net interest income is projected to increase modestly over the near term as interest-bearing liabilities reprice downward more rapidly than interest-earning assets, though in steeper rate decrease scenarios over 24 months, the benefit is reduced or reversed as interest-earning assets also reprice lower.
The simulation model is subject to inherent limitations. Assets and liabilities with similar maturities or repricing characteristics may respond differently to changes in market interest rates. Some rates may change in anticipation of or lag behind market rate
61
Table of Contents
movements, while others, such as ARM loans, include caps and floors that limit near-term rate adjustments. Changes in interest rates may also materially alter client behavior, such as prepayment speeds on loans or early withdrawals from time deposits, which may deviate significantly from the assumptions used in the model. As such, actual results could differ materially from those projected by the model.
62
Table of Contents
Item 8. Financial Statements and Supplementary Data
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
TABLE OF CONTENTS
Page
Notes to Consolidated Financial Statements 72
63
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Riverview Bancorp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Riverview Bancorp, Inc. and Subsidiary (collectively, "the Company") as of March 31, 2026, and the related consolidated statements of income (loss), comprehensive income (loss), shareholders' equity, and cash flows for the year then ended, and the related notes (collectively, "the financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America (U.S.).
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
64
Table of Contents
Allowance for Credit Losses for Loans
Critical Audit Matter Description
As described in Notes 1 and 4 to the financial statements, the Company's allowance for credit losses for loans as of March 31, 2026 was $15,248,000 on a total loan portfolio, net of deferred fees, of $1.09 billion. The allowance for credit losses for loans reflects an estimate of lifetime expected credit losses in the loan portfolio. The measurement of expected credit losses is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the Company's loan portfolio.
We identified the Company’s estimate of the allowance for credit losses for loans as a critical audit matter. The principal considerations for our determination of the allowance for credit losses for loans as a critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors, model assumptions, forecasts, and forecasting periods. Auditing these complex judgments and assumptions by the Company involves especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters, including the extent of specialized skill or knowledge needed.
How the Critical Audit Matter Was Addressed in the Audit
The primary audit procedures we performed to address this critical audit matter included the following, among others:
● We validated the mathematical accuracy of the calculation.
/s/ Aprio, LLP
Lake Oswego, Oregon
65
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Riverview Bancorp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Riverview Bancorp, Inc. and Subsidiary (collectively, "the Company") as of March 31, 2025, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the two-year period ended March 31, 2025, and the related notes (collectively, "the financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America (U.S.).
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Delap LLP
We served as the Company's auditor from 2015 through 2025.
Lake Oswego, Oregon
66
Table of Contents
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2026 AND 2025
(In thousands, except share and per share data) 2026 2025
ASSETS
Investment securities:
Available for sale, at estimated fair value 154,768 119,436
Prepaid expenses and other assets 13,153 12,523
Accrued interest receivable 4,133 4,525
Federal Home Loan Bank (“FHLB”) stock, at cost 1,631 4,342
Financing lease right-of-use ("ROU") asset 1,048 1,125
Core deposit intangible ("CDI"), net 77 171
Bank owned life insurance ("BOLI") 34,779 33,617
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Accrued expenses and other liabilities 18,082 14,777
Advance payments by borrowers for taxes and insurance 607 614
Finance lease liability 2,020 2,099
COMMITMENTS AND CONTINGENCIES (See Note 16)
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value; 50,000,000 shares authorized
Accumulated other comprehensive loss (19,392) (13,303)
See accompanying notes to consolidated financial statements.
67
Table of Contents
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEARS ENDED MARCH 31, 2026, 2025 AND 2024
(In thousands, except share and per share data) 2026 2025 2024
INTEREST AND DIVIDEND INCOME:
Interest on investment securities – taxable 5,688 6,918 8,971
Interest on investment securities – nontaxable 258 260 261
INTEREST EXPENSE:
Provision for credit losses 1,255 100 —
Net interest income after provision for credit losses 39,093 36,244 38,086
NON-INTEREST INCOME:
BOLI death benefit in excess of cash surrender value — 261 —
NON-INTEREST EXPENSE:
(Loss) earnings per common share:
Weighted average number of common shares outstanding:
See accompanying notes to consolidated financial statements.
68
Table of Contents
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED MARCH 31, 2026, 2025 AND 2024
Other comprehensive (loss) income:
Total other comprehensive (loss) income, net (6,089) 2,824 2,183
Total comprehensive (loss) income, net $ (10,430) $ 7,727 $ 5,982
See accompanying notes to consolidated financial statements.
69
Table of Contents
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED MARCH 31, 2026, 2025 AND 2024
Accumulated
Additional Other
Common Stock Paid-In Retained Comprehensive
Net income — — — 3,799 — 3,799
Exercise of stock options 12,799 — 36 — — 36
Common stock repurchased (109,162) (1) (576) — — (577)
Stock-based compensation expense — — 34 — — 34
Other comprehensive income, net — — — — 2,183 2,183
Net income — — — 4,903 — 4,903
Common stock repurchased (358,631) (3) (1,997) — — (2,000)
Restricted stock grants and forfeited, net 223,788 — — — — —
Stock-based compensation expense — — 384 — — 384
Other comprehensive income, net — — — — 2,824 2,824
Net loss — — — (4,341) — (4,341)
Common stock repurchased (514,009) (5) (2,711) — — (2,716)
Restricted stock grants and forfeited, net 102,528 — — — — —
Stock-based compensation expense — — 431 — — 431
Other comprehensive loss, net — — — — (6,089) (6,089)
See accompanying notes to consolidated financial statements.
70
Table of Contents
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2026, 2025 AND 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Purchased loans (accretion) amortization, net (21) 82 75
Provision for credit losses 1,255 100 —
Provision (benefit) for deferred income taxes (1,577) 261 (165)
Stock-based compensation expense 431 384 34
Write-down of real estate owned ("REO"), net 26 — —
Net gain on sales of premises and equipment (23) — —
Changes in certain other assets and liabilities:
Prepaid expenses and other assets (678) 1,092 3,234
Accrued interest receivable 392 (110) 375
Accrued expenses and other liabilities 2,853 (510) 530
Net cash provided by operating activities 12,042 8,270 12,754
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities available for sale (25,491) — —
Proceeds from sale of shares in trading asset - VISA stock 248 392 —
Redemption of certificates of deposit held for investment — — 249
Proceeds from sales of REO and premises and equipment 66 86 —
Proceeds from death benefit on BOLI 1,223 — —
Purchased BOLI (1,399) — —
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on finance lease liability (79) (69) (61)
Proceeds from exercise of stock options — — 36
Repurchase of common stock (2,716) (2,000) (577)
NET INCREASE IN CASH AND CASH EQUIVALENTS 87,452 5,772 1,598
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 29,414 23,642 22,044
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income taxes paid, net of refunds 1,187 (127) 1,866
NONCASH INVESTING AND FINANCING ACTIVITIES:
Dividends declared and accrued in other liabilities $ 412 $ 419 $ 1,267
Transfer of loans to REO 26 — —
Conversion of shares in trading asset - VISA Stock 248 392 —
See accompanying notes to consolidated financial statements.
71
Table of Contents
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2026, 2025 and 2024
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation – The accompanying consolidated financial statements include the accounts of Riverview Bancorp, Inc.; its wholly-owned subsidiary, Riverview Bank (the “Bank”); and the Bank’s wholly-owned subsidiaries, Riverview Services, Inc. and Riverview Trust Company (the “Trust Company”) (collectively referred to as the “Company”). As a Washington state-chartered commercial bank, the Bank’s regulators are the Washington State Department of Financial Institutions (“WDFI”) and the Federal Deposit Insurance Corporation (“FDIC”). The Board of Governors of the Federal Reserve System (“Federal Reserve”) is the primary federal regulator for Riverview Bancorp, Inc. All inter-company transactions and balances have been eliminated in consolidation.
The Company has three subsidiary grantor trusts which were established in connection with the issuance of trust preferred securities (see Note 9). In accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”), the accounts and transactions of the trusts are not included in the accompanying consolidated financial statements.
Nature of Operations – The Bank is a community-oriented financial institution which operates 17 branches in rural and suburban communities in southwest Washington State and Multnomah, Washington and Marion counties of Oregon. The Bank is engaged primarily in the business of attracting deposits from the general public and using such funds, together with other borrowings, to make various commercial business, commercial real estate, land, multi-family real estate, real estate construction and consumer loans. Additionally, the Trust Company offers trust and investment services and Riverview Services, Inc. acts as a trustee for deeds of trust on mortgage loans granted by the Bank and receives a reconveyance fee for each deed of trust.
Business segments – The Company’s operations are managed along two operating segments, consisting of banking operations performed by the Bank and trust and investment services performed by the Trust Company. The trust and investment services segment does not meet the quantitative threshold under GAAP to be considered a reportable segment. As such, these operating segments are aggregated into a single reportable operating segment in the consolidated financial statements. The Company’s Chief Operating Decision Maker (CODM) is the Chief Executive Officer. The CODM evaluates performance and makes decisions regarding the allocation of operating and capital based on consolidated net income (loss), as reported on the Consolidated Statements of Income (Loss). The CODM also reviews total consolidated assets, as reported on the Consolidated Balance Sheets, as a measure of segment assets.
The CODM uses consolidated net income (loss) to evaluate income generated from segment assets in making decisions about the allocation of operating and capital resources. Consolidated net income is also used by the CODM to monitor budget versus actual results and in competitive analysis by benchmarking to the Company's competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation. The CODM is regularly provided with significant segment expense information at a level consistent with that disclosed in the Company's Consolidated Statements of Income (Loss).
Use of Estimates in the Preparation of Consolidated Financial Statements – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of related revenue and expense during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for credit losses (“ACL”), the valuation of investment securities, and the valuation of goodwill for potential impairments.
Cash and Cash Equivalents – Cash and cash equivalents include amounts on hand, due from banks and interest-earning deposits in other banks. Cash and cash equivalents have a maturity of 90 days or less at the time of purchase.
72
Table of Contents
Investment Securities – Investments in debt securities are classified as held to maturity when the Company has the ability and positive intent to hold such securities to maturity. Investments in debt securities held to maturity are carried at amortized cost. Investments in debt securities bought and held principally for the purpose of sale in the near-term are classified as trading securities. Investments in debt securities that the Company intends to hold for an indefinite period, but not necessarily to maturity, are classified as available for sale. Such debt securities may be sold to implement the Company’s asset/liability management strategies and in response to changes in interest rates and similar factors. Investments in debt securities available for sale are reported at estimated fair value. Unrealized gains and losses on investment securities available for sale, net of the related deferred tax effect, are included in total comprehensive income and are reported as a net amount in a separate component of shareholders’ equity entitled “accumulated other comprehensive income (loss).” Realized gains and losses on sales of investments in debt securities available for sale, determined using the specific identification method, are included in earnings on the trade date. Amortization of premiums and accretion of discounts are recognized in interest income over the period to contractual maturity or expected call, if sooner. The Company’s investment portfolio consists of debt securities and does not include any equity securities.
During the year ended March 31, 2026, the Company reclassified its held to maturity investment securities to the available for sale category. The Company then immediately sold a portion of its available for sale investment securities, resulting in an aggregate loss of $11.35 million. Unrealized gains or losses on investment securities previously classified as held to maturity and transferred to available for sale were recorded in accumulated other comprehensive income (loss), net of tax, at the time of transfer.
The Company analyzes investments in debt securities to determine whether there have been any events or economic circumstances to indicate that a security has incurred a credit-related loss. The Company considers many factors including recent events specific to the issuer or industry, and for debt securities, external credit ratings and recent downgrades. Credit component losses are reported in non-interest income when the present value of expected future cash flows is less than the amortized cost. Noncredit component losses are recorded in other comprehensive income (loss) when the Company (1) does not intend to sell the security or (2) is not more likely than not to have to sell the security prior to the security’s anticipated recovery. If the Company is likely to sell an investment in a debt security, any noncredit component losses are recognized and are reported in non-interest income.
Loans Receivable – Loans are stated at the amount of unpaid principal, reduced by net deferred loan origination fees and an ACL. Interest on loans is accrued daily based on the principal amount outstanding.
Loans are reviewed regularly and it is the Company’s general policy that a loan is past due when it is 30 days to 89 days delinquent. In general, when a loan is 90 days or more delinquent or when collection of principal or interest appears doubtful, it is placed on non-accrual status, at which time the accrual of interest ceases and a reserve for unrecoverable accrued interest is established and charged against operations. As a general practice, payments received on non-accrual loans are applied to reduce the outstanding principal balance on a cost recovery method. Also, as a general practice, a loan is not removed from non-accrual status until all delinquent principal, interest and late fees have been brought current and the borrower has demonstrated a history of performance based upon the contractual terms of the note. A history of repayment performance generally would be a minimum of six months.
Loan origination and commitment fees and certain direct loan origination costs are deferred and amortized as an adjustment of the yield of the related loan.
ACL on Available for Sale Debt Securities - Each reporting period, the Company assesses each available for sale debt security that is in an unrealized loss position to determine whether the decline in fair value below the amortized cost basis results from a credit loss or other factors. The Company did not record an ACL on available for sale debt securities at March 31, 2026 and 2025. As of both dates, the Company considered the unrealized losses across the classes of major security-type to be related to fluctuations in market conditions, primarily interest rates, and not reflective of a deterioration in credit value.
For available for sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings. If the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the
73
Table of Contents
extent to which fair value is less than amortized costs, any changes to the rating of the security by a rating agency and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. Projected cash flows are discounted by the current effective interest rate. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to accumulated other comprehensive income (loss) (“AOCI”).
ACL on Held to Maturity Debt Securities – The Company separately evaluates its held to maturity debt securities for any credit losses based on probability of default and loss given default utilizing historical industry data based on investment category. The probability of default and loss given default are incorporated into the present value of expected cash flows and compared against amortized cost. The Company did not record an ACL on held to maturity debt securities at March 31, 2026 and 2025.
ACL on Loans – The Company adopted the new accounting standard for the ACL (ASU 2016-13), commonly referred to as the current expected credit losses or CECL methodology, as of April 1, 2023. For further information regarding the ACL, see Note 4. As a result of implementing ASU 2016-13 on April 1, 2023, there was a one-time adjustment to the fiscal year 2024 opening ACL balance of $42,000. The Company elected not to measure an ACL for accrued interest receivable on loans and instead elected to reverse interest income on loans or securities that are placed on nonaccrual status, which is generally when the instrument is 90 days past due, or earlier if the Company believes the collection of interest is doubtful. The Company has concluded that this policy results in the timely reversal of uncollectible interest.
The ACL for loans is an estimate of the expected credit losses on financial assets measured at amortized cost. The ACL for loans is evaluated based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period that historical experience was based for each loan type. Finally, the Company considers forecasts about future economic conditions or changes in collateral values that are reasonable and supportable. The Company estimates the expected credit losses over the loans’ contractual terms, adjusted for expected prepayments. The ACL for loans is calculated for loan segments utilizing loan level information and relevant information from internal and external sources related to past events and current conditions.
The methodology for estimating the amount of expected credit losses has two basic components: (i) a general component for pools of loans that share similar risk characteristics; and (ii) an individual component for loans that do not share risk characteristics with other loans and are evaluated individually. The Company's ACL model methodology is to build a reserve rate using historical life of loan default rates combined with assessments of current loan portfolio information and current and forecasted economic environment and business cycle information. The model uses statistical analysis to determine the life of loan default rates for the quantitative component and analyzes qualitative factors (Q-Factors) that assess the current loan portfolio conditions and forecasted economic environment and collateral values. For loans that are individually evaluated, an allowance is established when the discounted cash flows or collateral value (less estimated selling costs, if applicable) is lower than the carrying value of the loan.
When available information confirms that specific loans or portions thereof are uncollectible, identified amounts are charged against the ACL. The existence of some or all of the following criteria will generally confirm that a loss has been incurred: the loan is significantly delinquent and the borrower has not demonstrated the ability or intent to bring the loan current; the Company has no recourse to the borrower, or if it does, the borrower has insufficient assets to pay the debt; and/or the estimated fair value of the loan collateral is significantly below the current loan balance, and there is little or no near-term prospect for improvement. Management’s evaluation of the ACL for loans is based on ongoing, quarterly assessments of the known and inherent risks in the loan portfolio. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s ACL for loans and may require the Company to make additions to the ACL for loans based on their judgment about information available to them at the time of their examinations.
ACL for Unfunded Loan Commitments – The allowance for unfunded loan commitments is maintained at a level believed by management to be sufficient to absorb estimated expected losses related to these unfunded credit facilities. The determination of the adequacy of the allowance is based on periodic evaluations of the unfunded credit facilities including an assessment of the probability of commitment usage, credit risk factors for loans outstanding to these same clients, and the
74
Table of Contents
terms and expiration dates of the unfunded credit facilities. Changes in the allowance for credit losses – unfunded loan commitments are recognized as provision for (or recapture of) credit loss expense and added to the ACL– unfunded loan commitments, which is included in accrued expenses and other liabilities in the consolidated balance sheets.
REO – REO consists of properties acquired through foreclosure and is initially recorded at the estimated fair value of the properties, less estimated costs of disposal. At the time of foreclosure, specific charge-offs are taken against the ACL based upon a detailed analysis of the fair value of collateral on the underlying loans on which the Company is in the process of foreclosing. Subsequently, the Company performs an evaluation of the properties and records a valuation allowance with an offsetting charge to REO expenses for any declines in value. Management considers third-party appraisals, as well as independent fair market value assessments from realtors or persons involved in selling real estate, in determining the estimated fair value of particular properties. In addition, as certain of these third-party appraisals and independent fair market value assessments are only updated periodically, changes in the values of specific properties may have occurred subsequent to the most recent appraisals. The amounts the Company will ultimately recover and record in the accompanying consolidated financial statements from the disposition of REO may differ from the amounts used in arriving at the net carrying value of these assets because of future market factors beyond the Company’s control or because of changes in the Company’s strategy for the sale of the property. Costs relating to development and improvement of the properties or assets are capitalized, while costs relating to holding the properties or assets are expensed. The Company held one real estate owned property with a zero cost basis at March 31, 2026. The Company had no other real estate owned or foreclosed assets at March 31, 2025. At March 31, 2026, there were no mortgage loans secured by residential real estate for which formal foreclosure proceedings were in process.
Federal Home Loan Bank Stock – The Bank, as a member of the Federal Home Loan Bank of Des Moines (“FHLB”), is required to maintain a minimum investment in capital stock of the FHLB based on specific percentages of its outstanding FHLB advances. The Company’s investment in FHLB stock is carried at cost, which approximates fair value. The Company views its investment in FHLB stock as a long-term investment. Accordingly, when evaluating FHLB stock for impairment, the value is determined based on the ultimate redemption of the par value rather than recognizing temporary declines in value. The determination of whether a decline affects the ultimate redemption value is influenced by criteria such as: (1) the significance of any decline in net assets of the FHLB as compared to the capital stock amount of the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, (3) the impact of legislative and regulatory changes on institutions and, accordingly, the client base of the FHLB, and (4) the liquidity position of the FHLB. The Company determined there was no impairment on the FHLB stock investment at March 31, 2026 and 2025.
Premises and Equipment – Premises and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized over the estimated term of the related lease or the estimated useful life of the improvements, whichever is less. Depreciation and amortization are generally computed on the straight-line method over the following estimated useful lives: buildings and improvements – up to 45 years; furniture and equipment – 3 to 20 years; and leasehold improvements – 15 to 25 years, or estimated lease term if shorter. Gains or losses on dispositions are reflected in earnings. The cost of maintenance and repairs is charged to expense as incurred. Assets are reviewed for impairment when events indicate their carrying value may not be recoverable. If management determines impairment exists the asset is reduced by an offsetting charge to expense. The assets held under the finance lease are amortized on a straight-line basis over the lease term and the amortization is included in depreciation and amortization expense.
Mortgage Servicing Rights (“MSRs”) – The Company services certain loans that it has originated and sold to the Federal Home Loan Mortgage Corporation (“FHLMC”). Loan servicing includes collecting payments; remitting funds to investors, insurance companies and tax authorities; collecting delinquent payments; and foreclosing on properties when necessary. Fees earned for servicing loans for the FHLMC are reported as income when the related mortgage loan payments are collected. Loan servicing costs are charged to expense as incurred. In addition, the Company has recorded MSRs, which represent the rights to service loans.
The Company records its originated MSRs at fair value in accordance with GAAP, which requires the Company to allocate the total cost of all mortgage loans sold between loans sold with MSRs retained and loans with MSRs released, based on their relative fair values if it is practicable to estimate those fair values. The Company stratifies its MSRs based on the predominant characteristics of the underlying financial assets including the coupon interest rate and the contractual maturity of the mortgage. The Company is amortizing the MSRs in proportion to and over the period of estimated net servicing income. MSRs were fully amortized at March 31, 2026 and 2025.
75
Table of Contents
Business Combinations, CDI and Goodwill – GAAP requires the total purchase price in a business combination to be allocated to the estimated fair values of assets acquired and liabilities assumed, including certain intangible assets. Subsequent adjustments to the initial allocation of the purchase price may be made related to fair value estimates for which all relevant information has not been obtained, known, or discovered relating to the acquired entity during the allocation period (which is the period of time required to identify and measure the estimated fair values of the assets acquired and liabilities assumed in a business combination). The allocation period is generally limited to one year following consummation of a business combination.
CDI represents the value assigned to demand, interest checking, money market and savings accounts acquired as part of a business combination. CDI represents the future economic benefit of the potential cost savings from acquiring core deposits as part of a business combination compared to the cost of alternative funding sources. CDI is amortized to non-interest expense using an accelerated method based on an estimated runoff of related deposits over a period of ten years. CDI is evaluated for impairment and recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life. At both March 31, 2026 and 2025, gross CDI was $1.4 million. At March 31, 2026 and 2025, accumulated amortization was $1.3 million and $1.2 million respectively. The amortization expense for CDI in the fiscal year ending March 31, 2027 is estimated to be $77,000.
Goodwill and certain other intangibles generally arise from business combinations. Goodwill and other intangibles generated from business combinations that are deemed to have indefinite lives are not subject to amortization and are instead tested for impairment not less than annually. The Company performs an annual review in the third quarter of each year, or more frequently if indicators of potential impairment exist, to determine if the recorded goodwill is impaired (see Note 6).
BOLI – BOLI policies are recorded at their cash surrender value less applicable surrender charges. Income from BOLI is recognized when earned.
Advertising and Marketing – Costs incurred for advertising, merchandising, market research, community investment and business development are classified as advertising and marketing expense and are expensed as incurred.
Income Taxes – Income taxes are accounted for using the asset and liability method. Under this method, a deferred tax asset or liability is determined based on the enacted tax rates which will be in effect when the differences between the financial statement carrying amounts and tax basis of existing assets and liabilities are expected to be reported in the Company’s income tax returns. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.
Valuation allowances are established to reduce the net carrying amount of deferred tax assets if it is determined to be more likely than not that all or some portion of the potential deferred tax asset will not be realized. The Company files a consolidated federal income tax return. The Bank provides for income taxes separately and remits to the Company amounts currently due.
Transfers of financial assets – Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Trust Assets – Assets held by the Trust Company in a fiduciary or agency capacity for trust clients are not included in the consolidated financial statements because such items are not assets of the Company. Assets totaling $908.1 million were held in trust as of March 31, 2026 compared to $877.9 million as of March 31, 2025.
76
Table of Contents
Earnings (Loss) Per Share – GAAP requires all companies whose capital structure includes dilutive potential common shares to make a dual presentation of basic and diluted earnings per share for all periods presented. The Company’s basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period, without consideration of any dilutive items. Nonvested shares of restricted stock are included in the computation of basic earnings (loss) per share because the holder has voting rights and shares in non-forfeitable dividends during the vesting period. The Company’s diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised and has been computed after considering the weighted average diluted effect of the Company’s stock options.
Stock-Based Compensation – The Company measures compensation cost for all stock-based awards based on the grant-date fair value of the awards and recognizes compensation cost over the service period of stock-based awards. The fair value of stock options is determined using the Black-Scholes valuation model. The fair value of restricted stock is determined based on the grant date fair value of the Company’s common stock.
Accounting Pronouncements Recently Issued or Adopted –
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU are intended to provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income tax paid information. The ASU requires disclosure in the rate reconciliation of specific categories as well as additional information for reconciling items that meet a quantitative threshold. The amendment requires on an annual basis a reconciliation broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity should apply the amendments in this ASU on a prospective basis. This ASU only impacted the Company’s income tax disclosures and consequently, the adoption of this ASU did not have a material impact on the Company’s business operations or consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. The amendments in this ASU require disclosure, in notes to the financial statements, of specified information about certain costs and expenses. In conjunction with recent standards that enhanced the disaggregation of revenue and income tax information, the disaggregated expense information will enable investors to better understand the major components of an entity's income statement. The new standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company expects this ASU to only impact its disclosure requirements and does not expect the adoption of the ASU to have a material impact on its business operations or the Company's consolidated financial statements.
In January 2025, the FASB issued ASU 2025-01, Income Statement (Subtopic 220-40): Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Clarifying the Effective Date. The amendments in this ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2025-01 is permitted.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. The amendments in this ASU expand the population of acquired financial assets subject to the gross-up approach in Topic 326. In accordance with the amendments in this update, loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned” are purchased seasoned loans and accounted for using the gross-up approach at acquisition. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within those annual reporting periods. The Company does not expect this standard to have a material effect on its business operations or consolidated financial statements.
77
Table of Contents
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this ASU result in a comprehensive list of interim disclosures that are required by GAAP. The objective of the amendments is to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The new standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company does not expect this standard to have a material effect on its business operations or consolidated financial statements.
Other accounting standards that have been issued by the FASB are not currently expected to have a material effect on the Company’s business operations or consolidated financial statements.
Reclassifications – Certain prior period amounts have been reclassified to conform to the current period presentation; such reclassifications had no effect on previously reported net income or total shareholders’ equity.
2. RESTRICTED ASSETS
In March 2020, the Federal Reserve reduced reserve requirement ratios to zero percent for all depository institutions. As a result, the Bank is not subject to minimum reserve balance requirements with the Federal Reserve Bank of San Francisco and was not required to maintain any such reserve balances as of March 31, 2026 and 2025.
3. INVESTMENT SECURITIES
The Company did not hold any held to maturity securities at March 31, 2026. In the fourth quarter of fiscal year 2026, the Company completed a balance sheet optimization by selling securities with a book value of $149.3 million at a pre-tax loss of $11.35 million.
The amortized cost and approximate fair value of investment securities consisted of the following at the dates indicated (in thousands):
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
Available for sale:
78
Table of Contents
Gross Gross
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
Available for sale:
Held to maturity:
Other mortgage-backed securities (3) 20,072 — (2,618) 17,454
(1) Comprised of FHLMC, Federal National Mortgage Association (“FNMA”) and Ginnie Mae (“GNMA”) issued securities.
(2) Comprised of U.S. Small Business Administration (“SBA”) issued securities and commercial real estate (“CRE”) secured securities issued by FNMA and FHLMC.
(3) Comprised of FHLMC and FNMA issued securities.
The contractual maturities of investment securities as of March 31, 2026 were as follows (in thousands):
Available for Sale
Estimated
Amortized Fair
Cost Value
Due in one year or less $ 1,161 $ 1,151
Due after one year through five years 4,592 4,331
Due after five years through ten years 28,554 24,263
Expected maturities of investment securities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.
The sales proceeds and gross realized losses of investment securities were as follows for the years ended March 31, 2026, 2025, and 2024 (in thousands):
Year Ended March 31,
Available for sale
Gross realized losses $ (11,350) $ - $ (2,729)
79
Table of Contents
The fair value of securities in an unrealized loss position, the amount of unrealized losses and the length of time these unrealized losses existed were as follows at the dates indicated (in thousands):
Less than 12 months 12 months or longer Total
Estimated Estimated Estimated
Fair Unrealized Fair Unrealized Fair Unrealized
March 31, 2026 Value Losses Value Losses Value Losses
Available for sale:
March 31, 2025