~~Sarbanes-Oxley Act of 2002.~~ The Sarbanes-Oxley Act was enacted in 2002 in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies, both U.S. and non-U.S., that file or are required to file periodic reports with the SEC under the Securities Exchange Act of 1934, including the Company.

The Sarbanes-Oxley Act includes very specific additional disclosure requirements and new corporate governance rules, and requires the SEC and securities exchanges to adopt extensive additional disclosure, corporate governance and related rules. The Sarbanes-Oxley Act represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees.

Dividends and Stock Repurchases. The Federal Reserve's policy statement on the payment of cash dividends applicable to savings and loan holding companies ~~which~~ expresses its view that ~~although there are no specific regulations restricting dividend payments other than state corporate laws,~~ a savings and loan holding company must maintain an adequate capital position and generally should not pay cash dividends unless the company's net income for the past year is sufficient to fully fund the cash dividends and that the prospective rate of earnings appears consistent with the company's capital needs, asset quality, and overall financial condition. The Federal Reserve policy statement also indicates that it would be inappropriate for a company experiencing serious financial problems to borrow funds to pay dividends. In addition, a savings and loan holding company is required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding twelve months, is equal to 10% or more of its consolidated net worth. The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order or any condition imposed by, or written agreement with, the Federal Reserve. The capital conservation buffer requirement may also limit or preclude dividends payable by the Company.

Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act was enacted in 2002 in response to public concerns regarding corporate accountability in connection with accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies, both U.S. and non-U.S., that file or are required to file periodic reports with the SEC under the Securities Exchange Act of 1934, including the Company.

The Sarbanes-Oxley Act includes very specific additional disclosure requirements and new corporate governance rules, and requires the SEC and securities exchanges to adopt extensive additional disclosures, corporate governance and related rules. The Sarbanes-Oxley Act represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. On July 21, 2010, the Dodd-Frank Act was signed into law. The Dodd-Frank-Act ~~imposes~~imposed new restrictions and an expanded framework of regulatory oversight for financial institutions, including depository institutions and ~~implements~~implemented new capital regulations discussed above under "- Regulation and Supervision of the Bank - Capital Requirements." In addition, among other changes, the Dodd-Frank Act requires public companies, such as the Company, to (i) provide their shareholders with a non-binding vote (a) at least once every three years on the compensation paid to executive officers and (b) at least once every six years on whether they should have a "say on pay" vote every one, two or three years; (ii) have a separate, non-binding shareholder vote regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments; (iii) provide disclosure in annual proxy materials concerning the relationship between the executive compensation paid and the financial performance of the issuer; and (iv) amend Item 402 of Regulation S-K to require companies to disclose the ratio of the Chief Executive Officer's annual total compensation to the median annual total compensation of all other employees. For certain provisions of ~~these changes,~~the Dodd-Frank Act, the implementing regulations have not been promulgated, so the full impact of the Dodd-Frank Act on public companies cannot be determined at this time.

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Item 1A. Risk Factors

An investment in our common stock is subject to risks inherent in our business. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included in this report. In addition to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and results of operations. The value or market price of our common stock could decline due to any of these identified or other risks, and you could lose all or part of your investment. The risks below also include forward-looking statements. This report is qualified in its entirety by these risk factors.

Our business may be adversely affected by downturns in the national and the regional economies on which we depend.

Substantially all of our loans are to businesses and individuals in the states of Washington and Oregon. A decline in the economies of the seven counties in which we operate, including the Portland, Oregon metropolitan area, which we consider to be our primary market area, could have a material adverse effect on our business, financial condition, results of operations and prospects. Weakness in the global economy has adversely affected many businesses operating in our markets that are dependent upon international trade.

While real estate values and unemployment rates have recently improved, a ~~prolonged slow economic recovery or~~ deterioration in economic conditions in the market areas we serve could result in the following consequences, any of which could have a materially adverse impact on our business, financial condition and results of operations:

·	loan delinquencies, problem assets and foreclosures may increase;

·	we may increase our allowance for loan losses;

·	the slowing of sales of foreclosed assets;

·	demand for our products and services may decline possibly resulting in a decrease in our total loans or assets;

·	collateral for loans made may decline further in value, exposing us to increased risk loans, reducing customers' borrowing power, and reducing the value of assets and collateral associated with existing loans;

·	the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; and

·	the amount of our low-cost or non-interest bearing deposits may decrease.

A decline in local economic conditions may have a greater effect on our earnings and capital than on the earnings and capital of larger financial institutions whose real estate loan portfolios are geographically diverse. Many of the loans in our portfolio are secured by real estate. Deterioration in the real estate markets where collateral for a mortgage loan is located could negatively affect the borrower's ability to repay the loan and the value of the collateral securing the loan. Real estate values are affected by various other factors, including changes in general or regional economic conditions, governmental rules or policies and natural disasters such as earthquakes and tornadoes. If we are required to liquidate a significant amount of collateral during a period of reduced real estate values, our financial condition and profitability could be adversely affected.

A return of recessionary conditions could result in increases in our level of nonperforming loans and/or reduce demand for our products and services, which could have an adverse effect on our results of operations.

Economic conditions have improved since the end of the economic recession that officially ended in June 2009; however, economic growth has been slow and uneven and concerns still exist over the federal deficit, government spending and global geopolitical risks which have all contributed to diminished expectations for the economy. A return of recessionary conditions and/or negative developmentsAdverse changes in the ~~domestic~~regional and ~~international credit markets may significantly affect the markets in which we do business, the value of~~general economy could reduce our growth rate, impair our ability to collect loans and investments, and our ongoing operations, costs and profitability. Declines in real estate values and sales volumes and high unemployment levels may result in higher than expected loan delinquencies and a decline in demand for our products and services. These negative events may cause us to incur losses and may adversely affect our capital, liquidity, and financial condition.

Furthermore, the Board of Governors of the Federal Reserve System, in an attempt to help the economy, has, among other things, kept interest rates low through its targeted federal funds rate and the purchase of U.S. Treasury and mortgage-backed securities. The Federal Reserve Board has recently increased the federal funds rate by 25 basis points and indicated further increases in the federal funds rate would occur in 2016. As the federal funds rate increases, market interest rates would likely rise, which may negatively affect the housing markets and the U.S. economic recovery. In addition, deflationary pressures, while possibly lowering our operating costs, couldgenerally have a ~~significant~~ negative effect on our ~~borrowers, especially our business borrowers,~~financial condition and ~~the values~~results of ~~underlying collateral securing loans, which could negatively affect our financial performance.~~

operations.

Our real estate construction and land acquisition orand development loans expose us to risk.

We ~~originate real estate~~make construction and land acquisition and development loans primarily to ~~individuals and~~ builders ~~primarily for~~to finance the construction of ~~residential~~single and multifamily homes, subdivisions, as well as commercial properties. We originate these loans whether or not the collateral property underlying the loan is under contract for sale. At March 31, ~~2016,~~2019, construction loans totaled ~~$26.7~~$90.9 million, or ~~4.3%~~10.4% of our total loan portfolio, of which ~~$10.0~~$20.3 million were for residential real estate projects. Undisbursed funds for construction projects totaled ~~$42.7~~$62.8 million at March 31, ~~2016.~~2019. Land acquisition and development loans, which are loans made with land as security, totaled ~~$12.0~~$17.0 million, or 1.9%, of our total loan portfolio at March 31, ~~2016. Land loans include raw land and land acquisition and development loans.~~2019.

In general, construction and land lending involves additional risks because of the inherent difficulty in estimating a property's value both before and at completion of the project, as well as the estimated cost of the project ~~as well as~~and the time needed to sell the property at completion. ~~The nature of these loans is such that they are generally more difficult to evaluate and monitor.~~ Construction costs may exceed original estimates as a result of increased materials, labor or other costs. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation ofon real property, it is relatively difficult to evaluate accurately

the total funds required to complete a project and the related loan-to-value ratio. Changes in the demand, such as for new housing and higher than anticipated building costs may cause actual results to vary significantly from those estimated. ~~This~~For these reasons, this type of lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders. A downturn in housing, or the real estate market, could increase loan delinquencies, defaults and foreclosures, and significantly impair the value of our collateral and our ability to sell the collateral upon foreclosure. Some of our builders have more than one loan outstanding with us and also have residential mortgage loans for rental properties with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss.

In addition, during the term of most of our construction loans, no payment from the borrower is required since the accumulated interest is added to the principal of the loan through an interest reserve. As a result, construction loans often involve the disbursement of substantial funds with repayment dependent ~~in part,~~ on the success of the ultimate project and the ability of the borrower to sell or lease the property or refinance the indebtedness, rather than the ability of the borrower or guarantor to repay principal and interest. If the appraisal of the value of the completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss. Because construction loans require active monitoring of the building process, including cost comparisons and on-site inspections, these loans are more difficult and costly to monitor. Increases in market rates of interest may have a more pronounced effect on construction loans by rapidly increasing the end-purchasers' borrowing costs, thereby reducing the overall demand for the project. Properties under construction are often difficult to sell and typically must be completed in order to be successfully sold which also complicates the process of working out problem construction loans. This may require us to advance additional funds and/or contract with another builder to complete construction. Further, in the case of speculative construction loans, there is the added risk associated with identifying an end-purchaser for the finished project, and thus pose a greater potential risk than construction loans to individuals on their personal residences. Loans on land under development or raw land held for future construction, ~~as well as~~including lot loans made to individuals for the future construction of a residence also pose additional risk because of the lack of income being produced by the property and the potential illiquid nature of the collateral. These risks can also be significantly impacted by supply and demand conditions.

At March 31, 2019, real estate construction and land development loans totaled $107.9 million comprised mainly of $17.1 million of speculative and custom/presold construction loans, $17.0 million of land acquisition and development loans, $70.5 million of commercial/multi-family construction loans and $3.3 million of custom/presold construction loans.

Our emphasis on commercial real estate lending may expose us to increased lending risks.

Our current business strategy is focused on the expansion of commercial real estate lending. This type of lending activity, while potentially more profitable than single-family residential lending, is generally more sensitive to regional and local economic conditions, making loss levels more difficult to predict. Collateral evaluation and financial statement analysis in these types of loans requires a more detailed analysis at the time of loan underwriting and on an ongoing basis. Many of our commercial borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss.

At March 31, ~~2016,~~2019, we had ~~$387.5~~$513.0 million of commercial and multi-family real estate mortgage loans, representing ~~62.0%~~58.55% of our total loan portfolio. These loans typically involve higher principal amounts than other types of loans and ~~repayment~~some of our commercial borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one-to-four family residential loan. Repayment on these loans is dependent upon income generated, or expected to be generated, by the property securing the loan in amounts sufficient to cover operating expenses and debt service, which may be adversely affected by changes in the economy or local market conditions. For example, if the cash flow from the borrower's project is reduced as a result of leases not being obtained or renewed, the borrower's ability to repay the loan may be impaired. Commercial and multi-family mortgage loans also expose a lender to greater credit risk than loans secured by one-to-four family residential real estate because the collateral securing these loans typically cannot be sold as easily as residential real estate. In addition, many of our commercial and multi-family real estate loans are not fully amortizing and contain large balloon payments upon maturity. ~~Balloon~~Such balloon payments may require the borrower to either sell or refinance the underlying property in order to make the payment, which may increase the risk of default or non-payment.

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A secondary market for most types of commercial real estate and multi-family loans is not readily liquid, so we have less opportunity to mitigate credit risk by selling part or all of our interest in these loans. As a result of these characteristics, if we foreclose on a commercial or multi-family real estate loan, our holding period for the collateral typically is longer than for one-to-four family residential mortgage loans because there are fewer potential purchasers of the collateral. Accordingly, charge-offs on commercial and multi-family real estate loans may be larger on a per loan basis than those incurred with our residential or consumer loan portfolios.

The level of our commercial real estate loan portfolio may subject us to additional regulatory scrutiny.

The FDIC, the Federal Reserve and the Office of the Comptroller of the Currency have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under this guidance, a financial institution that, like us, is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may have a concentration in commercial real estate lending if, among other factors (i) total reported loans for construction, land development, and other land represent 100% or more of total capital, or (ii) total reported loans secured by multi-family and non-farm residential properties, loans for construction, land development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital. Based on these criteria, the Bank has a concentration in commercial real estate lending as total loans for multifamily, non-farm/non-residential, construction, land development and other land represented ~~285%~~337% of total risk-based capital at March 31, ~~2016.~~2019. The particular focus of the guidance is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be at greater risk to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution). The purpose of the guidance is to guide banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing.

Our business may be adversely affected by credit risk associated with residential property.

At March 31, ~~2016, $88.8~~2019, $84.1 million, or ~~14.2%~~9.60% of our total loan portfolio, was secured by one-to-four family mortgage loans and home equity loans. This type of lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. A decline in residential real estate values resulting from a downturn in the Washington and Oregon housing markets in which we operate may reduce the value of the real estate collateral securing these types of loans and increase our risk of loss if borrowers default on their loans. Recessionary conditions or declines in the volume of real estate sales and/or the sales prices coupled with elevated unemployment rates may result in higher than expected loan delinquencies or problem assets, and a decline in demand for our products and services. These potential negative events may cause us to incur losses, adversely affect our capital and liquidity and damage our financial condition and business operations. Further, the Tax Cuts and Jobs Act of 2017 (the "Tax Act") enacted in the fourth quarter of calendar year 2017 could negatively impact our customers because it lowers the existing caps on mortgage interest deductions and limits the state and local tax deductions. These changes could make it more difficult for borrowers to make their loan payments and could also negatively impact the housing market, which could adversely affect our business and loan growth.

Many of our one-to-four family loans and home equity lines of credit are secured by liens on mortgage ~~properties in which the borrowers' equity has been reduced because of these declines in home values in our primary market area.~~properties. Residential loans with high combined loan-to-value ratios will be more sensitive to declining property values than those with lower combined loan-to-value ratios and therefore may experience a higher incidence of default and severity of losses. In addition, if the borrowers sell their homes, they may be unable to repay their loans in full from the sale. Further, the majority of our home equity lines of credit consist of second mortgage loans. For those home equity lines secured by a second mortgage, it is unlikely that we will be successful in recovering all or a portion of our loan proceeds in the event of default unless we are prepared to repay the first mortgage loan and such repayment and the costs associated with a foreclosure are justified by the value of the property.

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Repayment of our commercial business loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value.

At March 31, ~~2016,~~2019, we had ~~$69.4~~$162.8 million, or ~~11.1%~~18.6% of total loans, in commercial business loans. Commercial lending involves risks that are different from those associated with residential and commercial real estate lending. Real estate lending is generally considered to be collateral based lending with loan amounts based on predetermined loan to collateral values and liquidation of the underlying real estate collateral being viewed as the primary source of repayment in the event of borrower default. Our commercial loans are primarily made based on the cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The borrowers' cash flow may be unpredictable, and collateral securing these loans may fluctuate in value. ~~Although commercial loans are often collateralized by~~This collateral may consist of equipment, inventory, accounts receivable, or other business ~~assets,~~assets. In the ~~liquidation~~case of ~~collateral in the event of default is often an insufficient source of repayment because~~loans secured by accounts receivable, the availability of funds for the repayment of these loans may be ~~uncollectible and inventories~~substantially dependent on the ability of the borrower to collect amounts due from its customers. Other collateral securing loans may depreciate over time, may be ~~obsolete or~~difficult to appraise, may be illiquid and may fluctuate in value based on the specific type of ~~limited use, among other things. Accordingly,~~business and equipment. As a result, the availability of funds for the repayment of commercial business loans ~~depends primarily~~may be substantially dependent on the ~~cash flow and credit worthiness~~success of the ~~borrower~~business itself which, in turn, is often dependent in part upon general economic conditions and secondarily on the underlying collateral provided by the borrower.

Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.

Lending money is a substantial part of our business and each loan carries a certain risk that it will not be repaid in accordance with its terms or that any underlying collateral will not be sufficient to assure repayment. This risk is affected by, among other things:

·	the cash flow of the borrower and/or the project being financed;

·	in the case of a collateralized loan, the changes and uncertainties as to the future value of the collateral;

·	the duration of the loan;

·	the credit history of a particular borrower; and

·	changes in economic and industry conditions.

We maintain an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense, which we believe is appropriate to provide for probable losses in our loan portfolio. The amount of this allowance is determined by management through periodic reviews and consideration of several factors, including, but not limited to:

·	our general reserve, based on our historical default and loss experience and certain macroeconomic factors based on management's expectations of future events;

·	our specific reserve, based on our evaluation of ~~nonperforming~~impaired loans and their underlying collateral; and

·	an unallocated reserve to provide for other credit losses inherent in our loan portfolio that may not have been contemplated in the other loss factors.

The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. If our estimates are incorrect, the allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in the need for increases in our allowance for loan losses through the provision for losses on loans which is charged against income. Deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may also require an increase in the allowance for loan losses. Additionally, pursuant to our growth strategy, management recognizes that significant new growth in loan portfolios, new loan products and the refinancing of existing loans can result in portfolios comprised of unseasoned loans that may not perform in a historical or projected manner and will increase the risk that our allowance may be insufficient to absorb losses without significant additional provisions.

The Financial Accounting Standards Board has adopted a new accounting standard update ("ASU") that will be effective for our first fiscal year beginning after December 15, 2019. This standard, referred to as "Current Expected Credit Loss", or "CECL", will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans and recognize the expected credit losses as allowances for credit losses at inception of the loan. This will change the current method of providing allowances for credit losses that are probable of having been incurred, which may require us to increase our allowance for loan losses, and may greatly increase the types of data we would need to collect and review to determine the appropriate level of the allowance for credit losses. For more on this ASU, see Note 1 of the Notes to Consolidated Financial Statements - Recently Issued Accounting Pronouncements contained in Item 8 of this report. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs based on judgments different than those of management. ~~In addition, if~~If charge-offs in future periods exceed the allowance for loan losses, we may need additional provisions to replenish the allowance for loan losses. Any increases in the allowance for loan losses will result in a decrease in net income and, most likely, capital, and may have a material negative effect on our financial condition and results of operations.

~~Our consumer loan portfolio has increased risk due~~Uncertainty relating to the ~~substantial amount~~London Interbank Offered Rate ("LIBOR") calculation process and potential phasing out of ~~indirect automobile loans.~~

Our consumer loan portfolio includes a substantial number of indirect loans which are automobile loans purchased by us from another financial institution as well as other installment consumer loans. These indirect automobile loans were originated through a single dealership group located outside the Company's primary market area. Unlike a direct loan where the borrower makes an application directly to the lender, in these loans the dealer, who has a direct financial interest in the loan transaction, assists the borrower in preparing the loan application. Indirect automobile loans we purchased are underwritten by us using substantially similar guidelines to our internal guidelines. However, because these loans are originated through a third party and not directly by us, we do not have direct contact with the borrower and therefore these loans may be more susceptible to a material misstatement on the loan application and present greater risks than other types of lending activities. The collateral for these loans is comprised of a mix of used automobiles. These loans are purchased with servicing retained by the seller. At March 31, 2016, our other installment consumer loans totaled $40.4 million, or 6.5% of our total loan portfolio, of which indirect automobile loans totaled $37.4 million, representing 92.6% of total consumer loans. At March 31, 2016, eight of the purchased automobile loans were on non-accrual status totaling $83,000.

The Company also originates a variety of installment loans, including loans for debt consolidation and other purposes, automobile loans, boat loans and savings account loans. At March 31, 2016 and 2015, excluding the purchased automobile loans noted above, the Company had no installment loans on non-accrual status.

Consumer loans generally entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly, such as mobile homes, automobiles, boats and recreational vehicles. In these cases, we face the risk that any collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. Thus, the recovery and sale of such property could be insufficient to compensate us for the principal outstanding on these loans. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit our ability to recover on such loans. Finally, because indirect automobile loan applications are originated by automobile dealerships, we underwrite the loans and we assume the risks associated with unsatisfactory origination procedures, including compliance with federal, state and local laws. In addition, since a third party services these loans for us, any failure of our third party servicer to timely pursue repossession actionLIBOR may adversely affect our ~~ability~~results of operations.

On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it intends to ~~limit our credit losses. As a result~~stop persuading or compelling banks to submit rates for the calibration of ~~these factors, it~~LIBOR to the administrator of LIBOR after 2021. The announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. At this time, no consensus exists as to what rate or rates may become ~~necessary~~acceptable alternatives to ~~increase~~LIBOR and it is impossible to predict the effect of any such alternatives on the value of LIBOR-based securities and variable rate loans, subordinated debentures, or other securities or financial arrangements, given LIBOR's role in determining market interest rates globally. Uncertainty as to the nature of alternative reference rates and as to potential changes or other reforms to LIBOR may adversely affect LIBOR rates and the value of LIBOR-based loans, and to a lesser extent, securities in our ~~provision~~portfolio, and may impact the availability and cost of hedging instruments and borrowings, including the rates we pay on our subordinated debentures and trust preferred securities. If LIBOR rates are no longer available, and we are required to implement substitute indices for the calculation of interest rates under our loan ~~losses~~agreements with our borrowers or our existing borrowings, we may incur significant expenses in effecting the ~~event our losses on these loans increase,~~transition, and may be subject to disputes or litigation with customers and creditors over the appropriateness or comparability to LIBOR of the substitute indices, which could ~~negatively affect~~have an adverse effect on our results of operations.

If our investments in real estate are not properly valued or sufficiently reserved to cover actual losses, or if we are required to increase our valuation reserves, our earnings could be reduced.

We obtain updated valuations in the form of appraisals and broker price opinions when a loan has been foreclosed and the property is taken in as REO and at certain other times during the assets' holding ~~period.~~periods. Our net book value ("NBV") in the loan at the time of foreclosure and thereafter is compared to the updated market value of the foreclosed property less estimated selling costs (fair value). A charge-off is recorded for any excess in the asset's NBV over its fair value. If our valuation process is incorrect, or if property values decline, the fair value of the investments in real estate may not be sufficient to recover our carrying value in such assets, resulting in the need for additional write-downs. Significant write-downs to our investments in real estate could have a material adverse effect on our financial condition, liquidity and results of operations.

In addition, bank regulators periodically review our REO and may require us to recognize further write-downs. Any increase in our write-downs, as required by the bank regulators, may have a material adverse effect on our financial condition, liquidity and results of operations.

Our securities portfolio may be negatively impacted by fluctuations in market value and interest rates.

Our securities portfolio may be impacted by fluctuations in market value, potentially reducing accumulated other comprehensive income (loss) and/or earnings. Fluctuations in market value may be caused by changes in market interest rates, lower market prices for securities and limited investor demand. Our securities portfolio is evaluated for ~~other-than-temporary impairment.~~OTTI. If this evaluation shows impairment to the actual or projected cash flows associated with one or more securities, a potential loss to earnings may occur. Changes in interest rates can also have an adverse effect on our financial condition, as our available-for-sale securities are reported at their estimated fair value and therefore are impacted by fluctuations in interest rates. We increase or decrease our shareholders' equity by the amount of change in the estimated fair value of the available-for-sale

securities, net of taxes. There can be no assurance that the declines in market value will not result in ~~other-than-temporary impairments~~OTTI of these assets, which would lead to accounting charges that could have a material adverse effect on our net income and capital levels.

Changes in interest rates may reduce our net interest income and may result in higher defaults in a rising rate environment.

Our ~~profitability is~~earnings and cash flows are largely dependent ~~to a large extent~~ upon our net interest income, which is the difference, or spread, between the interest earned on loans, securities and other interest-earning assets and the interest paid on deposits, borrowings, and other interest-bearing liabilities. ~~Because~~Interest rates are highly sensitive to many factors that are beyond our control, including domestic and international economic conditions and policies of various governmental and regulatory agencies and, in particular, the ~~differences in maturities and repricing characteristics~~Federal Reserve. The Federal Reserve has steadily increased the target Fed Funds over the last three years to a range of ~~our interest-earning assets and interest-bearing liabilities, changes~~2.25% to 2.50% as of March 31, 2019. The Federal Reserve could make additional increases in interest rates ~~do not produce equivalent changes in~~during 2019 subject to economic conditions. If the Federal Reserve increases the target Fed Funds rate, overall interest ~~income earned~~rates will likely rise, which may negatively impact the housing markets and the U.S. economic recovery. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on ~~interest-earning assets~~our borrowers, especially our business borrowers, and ~~interest paid on interest-bearing liabilities.~~ the values of collateral securing loans, which could negatively affect our financial performance.

We principally manage interest rate risk by managing our volume and mix of our earning assets and funding liabilities. ~~In a changing interest rate environment, we may not be able to manage this risk effectively.~~ Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but also can affect: (1) our ability to originate and/or sell loans; (2) the fair value of our financial assets and liabilities, which could negatively impact shareholders' equity, and our ability to realize gains from the sale of such assets; (3) our ability to obtain and retain deposits in competition with other available investment alternatives; (4) the ability of our borrowers to repay adjustable or variable rate loans; and (5) the average duration of our ~~mortgage backed~~investment securities portfolio and other interest-earning assets.

A prolonged period of exceptionally low market interest rates, such as we are currently experiencing limits our ability to lower our interest expense, while the average yield on our loan portfolio may decrease as our loans reprice or are originated at these low market rates, which could have an adverse effect on our results of operations. As a result of the exceptionally low interest rate environment, an increasing percentage of our deposits have been comprised of deposits bearing no or a relatively low rate of interest. At March 31, 2016, we had $76.8 million in certificates of deposit that mature within one year and $179.1 million in non-interest bearing demand deposits. We would incur a higher cost of funds to retain these deposits in a rising interest rate environment. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. In a changing interest rate environment, we may not be able to manage this risk effectively. If we are unable to manage interest rate risk effectively, our business, financial condition and results of operations could be materially affected.

Changes in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to repay their current loan obligations or by reducing our margins and profitability. Our net interest margin is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding. Changes in interest rates—up or down—could adversely affect our net interest margin and, as a result, our net interest income. Although the yield we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, one can rise or fall faster than the other, causing our net interest margin to expand or contract. Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in interest rates. As a result, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets, causing our net interest margin to contract until the yield catches up. Changes in the slope of the "yield curve"—or the spread between short-term and long-term interest rates—could also reduce our net interest margin. Normally, the yield curve is upward sloping, meaning short-term rates are lower than long-term rates. Because our liabilities tend to be shorter in duration than our assets, when the yield curve flattens or even inverts, we could experience pressure on our net interest margin as our cost of funds increases relative to the yield we can earn on our assets. Also, interest rate decreases can lead to increased prepayments of loans and mortgage-backed securities as borrowers refinance their loans to reduce borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to redeploy such repayment proceeds into lower yielding investments, which would likely hurt our income.

A sustained increase in market interest rates could adversely affect our earnings. A significant portion of our loans have fixed interest rates and longer terms than our deposits and borrowings. As a result of the relatively low interest rate environment, an increasing percentage of our deposits have been comprised of certificates of deposit and other deposits yielding no or a relatively low rate of interest having a shorter duration than our assets. At March 31, 2019, we had $59.5 million in certificates of deposit that mature within one year and $284.9 million in non-interest bearing demand deposits. We would incur a higher cost of funds to retain these deposits in a rising interest rate environment. Our net interest income could be adversely affected if the rates we pay on deposits and borrowings increase more rapidly than the rates we earn on loans. In addition, a substantial amount of our ~~mortgage loans and~~ home equity lines of credit have adjustable interest rates. As a result, these loans may experience a higher rate of default in a rising interest rate environment.

Changes in interest rates also affect the value of our interest-earning assets and in particular our securities portfolio. Generally, the fair value of fixed-rate securities fluctuates inversely with changes in interest rates. Unrealized gains and losses on securities available for sale are reported as a separate component of equity, net of tax. Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on stockholders' equity.

Although management believes it has implemented effective asset and liability management strategies to reduce the potential effects of changes in interest rates on our results of operations, any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our consolidated balance sheet or projected operating results. See Item 7A., "Quantitative and Qualitative Disclosures About Market Risk," of this Form 10-K.

Liquidity risk could impair our ability to fund operations and jeopardize our financial condition, growth and prospects.

Liquidity is essential to our ~~business.~~business; therefore, the inability to obtain adequate funding may negatively affect growth and, consequently, our earnings capability and capital levels. We require sufficient liquidity to meet customer loan requests, customer deposit maturities and withdrawals, payments on our debt obligations as they come due and other cash commitments under both normal operating conditions and other unpredictable circumstances, including events causing industry or general financial market stress. An inability to raise funds through deposits, borrowings, the sale of loans ~~and~~or investment securities, or other sources could have a substantial negative effect on our liquidity. ~~We rely~~Our access to funding sources in amounts adequate to finance our activities on ~~customer deposits and, as needed, advances from the FHLB, borrowings from the Federal Reserve Bank of San Francisco ("FRB") and other borrowings~~terms that are acceptable to ~~fund our operations. Although we have historically been able to replace maturing deposits and advances if desired, we may not~~us could be ~~able to replace such funds in the future if, among other things, our financial condition,~~impaired by factors that affect us specifically or the financial ~~condition of the FHLB~~services industry or ~~FRB, or market conditions change.~~economy in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity as a result of a downturn in the Washington or Oregon markets ~~where~~in which our loans are concentrated, negative operating results, or adverse regulatory action against us.

Our ability to borrow could also be impaired by factors that are not specific to us, such as a disruption in the financial ~~flexibility will~~markets or negative views and expectations about the prospects for the financial services industry and the continued uncertainty in credit markets. In particular, our liquidity position could be ~~severely~~significantly constrained if we are unable to ~~maintain our~~ access tofunds from the FHLB, the Federal Reserve Bank of San Francisco or other wholesale funding sources, or if adequate financing is not available ~~to accommodate future growth~~ at acceptable interest rates. Although we consider our sources of funds adequate for our liquidity needs, we may seek additional debt in the future to achieve our long‑term business objectives. Additional borrowings, if sought, may not be available to us or, if available, may not be available on reasonable terms. If additional financing sources are unavailable, or are not available on reasonable terms, our financial condition, results of operations, growth and future prospects could be materially adversely affected. Finally, if we are required to rely more heavily on more expensive funding sources, ~~to support future growth,~~ our revenues may not increase proportionately to cover our costs. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could, in turn, have a material adverse effect on our business, financial condition and results of operations.

An increase in interest rates, change in the programs offered by governmental sponsored entities ("GSE") or our ability to qualify for such programs may reduce our mortgage revenues, which would negatively impact our non-interest income.

Our mortgage banking operations provide a significant portion of our non-interest income. We generate mortgage revenues primarily from gains on the ~~sale~~sales of single-family mortgage loans pursuant to programs currently offered by ~~Fannie Mae, Freddie Mac, Ginnie Mae~~FNMA, FHLMC, GNMA and ~~non-GSE investors.~~non-GSE entities. These entities account for a substantial portion of the secondary market in residential mortgage loans. Any future changes in these programs, our eligibility to participate in such programs, the criteria for loans to be accepted or laws that significantly affect the activity of such entities could, in turn, materially adversely affect our results of operations. Mortgage banking is generally considered a volatile source of income because it depends largely on the level of loan volume which, in turn, depends largely on prevailing market interest rates. In a rising or higher interest rate environment, our originations of mortgage loans may decrease, resulting in fewer loans that are available to be sold to investors. This would result in a decrease in mortgage banking revenues and a corresponding decrease in non-interest income. In addition, our results of operations are affected by the amount of non-interest expense associated with mortgage banking activities, such as salaries and employee benefits, occupancy, equipment and data processing expense and other operating costs. During periods of reduced loan demand, our results of operations may be adversely affected to the extent that we are unable to reduce expenses commensurate with the decline in loan originations. In addition, although we sell loans into the secondary market without recourse, we are required to give customary representations and warranties about the loans to the buyers. If we breach those representations and warranties, the buyers may require us to repurchase the loans and we may incur a loss on the repurchase.

We may be adversely affected by risks associated with completed and potential acquisitions.

As part of our general growth strategy, in February 2017 we expanded our business through the purchase and assumption transaction in which the Company purchased certain assets and assumed certain liabilities of MBank, the wholly-owned subsidiary of Merchants Bancorp. Although our business strategy emphasizes organic expansion, we continue, from time to time in the ordinary course of business, to engage in preliminary discussions with potential acquisition targets. There can be no assurance that, in the future, we will successfully identify suitable acquisition candidates, complete acquisitions and successfully integrate acquired operations into our existing operations or expand into new markets. The consummation of any future acquisitions may dilute shareholder value or may have an adverse effect upon our operating results while the operations of the acquired business are being integrated into our operations. In addition, once integrated, acquired operations may not achieve levels of profitability comparable to those achieved by our existing operations, or otherwise perform as expected. Further, transaction-related expenses may adversely affect our earnings. These adverse effects on our earnings and results of operations may have a negative impact on the value of our common stock. Acquiring banks, bank branches or businesses involves risks commonly associated with acquisitions, including:

·	We may be exposed to potential asset quality issues or unknown or contingent liabilities of the banks, businesses, assets, and liabilities we acquire. If these issues or liabilities exceed our estimates, our results of operations and financial condition may be materially negatively affected;

·	Higher than expected deposit attrition;

·	Our strategic efforts may divert resources or management's attention from ongoing business operations and may subject us to additional regulatory scrutiny;

·	Prices at which acquisitions can be made may not be acceptable to us;

The acquisition of other entities generally requires integration of systems, procedures and personnel of the acquired entity into our company to make the transaction economically successful. This integration process is complicated and time consuming and can also be disruptive to the customers of the acquired business. If the integration process is not conducted successfully and with minimal adverse effect on the acquired business and its customers, we may not realize the anticipated economic benefits of particular acquisitions within the expected time frame, and we may lose customers or employees of the acquired business. We may also experience greater than anticipated customer losses even if the integration process is successful;

To the extent our costs of an acquisition exceed the fair value of the net assets acquired, the acquisition will generate goodwill. As discussed below, we are required to assess our goodwill for impairment at least annually, and any goodwill impairment charge could have a material adverse effect on our results of operations and financial condition;

·	To finance an acquisition, we may borrow funds, thereby increasing our leverage and diminishing our liquidity, or raise additional capital, which could dilute the interests of our existing shareholders; and

We expect our net income will increase following our acquisitions; however, we also expect our general and administrative expenses and consequently our efficiency rates will also increase. Ultimately, we would expect our efficiency ratio to improve; however, if we are not successful in our integration process, this may not occur, and our acquisitions or branching activities may not be accretive to earnings in the short or long-term.

The required accounting treatment of loans we acquire through acquisitions could result in higher net interest margins and interest income in current periods and lower net interest margins and interest income in future periods.

Under GAAP, we are required to record loans acquired through acquisitions, including purchase credit-impaired loans, at fair value. Estimating the fair value of such loans requires management to make estimates based on available information and facts and circumstances on the acquisition date. Actual performance could differ from management's initial estimates. If these loans outperform our original fair value estimates, the difference between our original estimate and the actual performance of the loan (the "discount") is accreted into net interest income. Thus, our net interest margins may initially increase due to the discount accretion. We expect the yields on our loans to decline as our acquired loan portfolio pays down or matures and the discount decreases, and we expect downward pressure on our interest income to the extent that the runoff on our acquired loan portfolio is not replaced with comparable high-yielding loans. This could result in higher net interest margins and interest income in current periods and lower net interest margins and lower interest income in future periods.

A general decline in economic conditions may adversely affect the fees generated by our asset management company.

To the extent our asset management clients and their assets become adversely affected by weak economic and stock market conditions, they may choose to withdraw the amount of assets managed by us and the value of their assets may decline. Our asset management revenues are based on the value of the assets we manage. If our clients withdraw assets or the value of their assets decline, the revenues generated by ~~Riverview Asset Management Corp.~~the Trust Company will be adversely affected.

Our growth or future losses may require us to raise additional capital in the future, but that capital may not be available when it is needed or the cost of that capital may be very high.

We are required by federal regulatory authorities to maintain adequate levels of capital to support our operations. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial condition and performance. Accordingly, we cannot make assurances that we will be able to raise additional capital if needed on terms that are acceptable to us, or at all. If we cannot raise additional capital when needed, our ability to further expand our operations could be materially impaired and our financial condition and liquidity could be materially and adversely affected. In addition, any additional capital we obtain may result in the dilution of the interests of existing holders of our common stock. Further, if we are unable to raise additional capital when required by our bank regulators, we may be subject to adverse regulatory action.

We may experience future goodwill impairment, which could reduce our earnings.

In accordance with GAAP, we record assets acquired and liabilities assumed in a business combination at their fair values with the excess of the purchase consideration over the net assets acquired resulting in the recognition of goodwill. As a result, business combinations typically result in recording goodwill. We perform a goodwill evaluation at least annually to test for goodwill impairment. We performed our annual goodwill impairment test during the quarter-ended December 31, ~~2015, but~~2018, and no impairment was identified. Our assessment of the fair value of goodwill is based on an evaluation of current purchase transactions, discounted cash flows from forecasted earnings, our current market capitalization, and a valuation of our assets. Our evaluation of the fair value of goodwill involves a substantial amount of judgment. If our judgment was incorrect and an impairment of goodwill was deemed to exist, we would be required to write down our ~~assets~~goodwill resulting in a charge to earnings, which could adversely affect our results of operations, perhaps materially; however, it would have no impact on our liquidity, operations or regulatory capital. The MBank transaction has increased our goodwill.

We operate in a highly regulated environment and may be adversely affected by changes in federal and state laws and ~~regulations that are expected to increase our costs of operations.~~regulations.

The ~~Bank~~financial services industry is ~~subject~~extensively regulated. Federal and state banking regulations are designed primarily to ~~extensive examination, supervision~~protect the deposit insurance funds and ~~comprehensive regulation by the OCC and the FDIC, and Riverview is subject~~consumers, not to ~~examination and supervision by the Federal Reserve. The OCC, FDIC and the Federal Reserve govern the activities in which we~~benefit a company's shareholders. These regulations may ~~engage, primarily for the protection of depositors and the Deposit Insurance Fund. These regulatory~~sometimes impose significant limitations on operations. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ~~ability to impose~~imposition of restrictions on the operation of an ~~institution's operations, reclassify~~institution, the classification of assets ~~determine~~by the institution and the adequacy of an institution's allowance for loan ~~losses~~losses. These bank regulators also have the ability to impose conditions in the approval of merger and ~~determine the level of deposit insurance premiums assessed.~~acquisition transactions. The significant federal and state banking regulations that affect us are described ~~in this report~~ under the heading "Item 1. ~~Business-Regulation."~~Business-Regulation" in Item I of this Form 10-K. These regulations, along with the currently existing tax, accounting, securities, insurance, and monetary laws,

regulations, rules, standards, policies, and interpretations control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. These laws, regulations, rules, standards, policies, and interpretations are constantly evolving and may change significantly over time. ~~Such changes could subject~~Any new regulations or legislation, change in existing regulations or oversight, whether a change in regulatory policy or a change in a regulator's interpretation of a law or regulation, may require us to ~~additional costs, limit the types~~invest significant management attention and resources to make any necessary changes to operations to comply and could have an adverse effect on our business, financial condition and results of ~~financial services and products we~~operations. Additionally, actions by regulatory agencies or significant litigation against us may ~~offer, restrict mergers and acquisitions, investments, access~~lead to ~~capital, the location of banking offices, and/or increase the ability of non-banks to offer competing financial services and products, among other things.~~penalties that materially affect us. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent registered public accounting ~~firms.~~firm. These accounting changes could materially impact, potentially even retroactively, how we report our financial condition and results of our operations as could our interpretation of those changes.

Additionally, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") has significantly changed the bank regulatory structure and has affected the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting and implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for many months or years.

Certain provisions of the Dodd-Frank Act are expected to have a near term impact on us. For example, a provision of the Dodd-Frank Act eliminates the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest bearing checking accounts. Depending on competitive responses, this significant change to existing law could have an adverse impact on our interest expense.

The Dodd-Frank Act created a new Consumer Financial Protection Bureau ("CFPB") with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit "unfair, deceptive or abusive" acts and practices. The CFPB has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Financial institutions such as the Bank with $10 billion or less in assets will continue to be examined for compliance with the consumer laws by their primary bank regulators but are subject to the rules of the CFPB.

The CFPB has issued a number of final regulations and changes to certain consumer protections under existing laws. These final rules (including the qualified mortgage rule) generally prohibit creditors from extending mortgage loans without regard for the consumer's ability-to-repay and add restrictions and requirements to mortgage origination and servicing practices. In addition, these rules limit prepayment penalties and require the creditor to retain evidence of compliance with the ability-to-repay requirement for three years. Compliance with these rules has increased our overall regulatory compliance costs and may require changes to our underwriting practices with respect to mortgage loans. This includes compliance with The Truth in Lending Act and the Real Estate Settlement Procedures Act Integrated Disclosure (TRID) rule, which combines certain disclosures that consumers receive in connection with applying for and closing a mortgage loan. Moreover, these rules may adversely affect the volume of mortgage loans that we underwrite and may subject us to increased potential liabilities related to such residential loan origination activities.

The Dodd-Frank Act requires minimum leverage (Tier 1) and risk-based capital requirements for bank holding companies and savings and loan holding companies that are no less stringent than those applicable to banks, which will limit our ability to borrow at the holding company level and invest the proceeds from such borrowings as capital in the Banks, and will exclude certain instruments that previously have been eligible for inclusion by bank holding companies as Tier 1 capital, such as trust preferred securities.

It is difficult to predict at this time what specific impact the Dodd-Frank Act and the yet to be written implementing rules and regulations will have on community banks. However, it is expected that at a minimum they will increase our operating and compliance costs, which could adversely affect key operating efficiency ratios, and could increase our interest expense.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions and limit our ability to get regulatory approval of acquisitions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury's Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions and limit our ability to get regulatory approval of acquisitions. Recently, several banking institutions have received large fines for non-compliance with these laws and regulations. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance can be given that these policies and procedures will be effective in preventing violations of these laws and regulations.

Competition with other financial institutions could adversely affect our profitability.

Although we consider ourselves competitive in our market areas, we face intense competition in both making loans and attracting deposits. Price competition for loans and deposits might result in our earning less on our loans and paying more on our deposits, which reduces net interest income. Some of the institutions with which we compete have substantially greater resources than we have and may offer services that we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability will depend upon our continued ability to compete successfully in our market areas.

We are subject to certain risks in connection with our use of technology.

Our security measures may not be sufficient to mitigate the risk of a cyber-attack. Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships, our general ledger and virtually all other aspects of our business. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software, and networks may be vulnerable to breaches, fraudulent or unauthorized access, denial or degradation of service attacks, misuse, computer viruses, malware or other malicious code and cyber-attacks that could have a security impact. If one or more of these events occur, this could jeopardize our or our customers' confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us. We could also suffer significant reputational damage.

Further, our cardholders use their debit and credit cards to make purchases from third parties or through third-party processing services. As such, we are subject to risk from data breaches of such third-party's information systems or their payment processors. Such a data security breach could compromise our account information. The payment methods that we offer also subject us to potential fraud and theft by criminals, who are becoming increasingly more sophisticated, seeking to obtain unauthorized access to or exploit weaknesses that may exist in the payment systems. If we fail to comply with applicable rules or requirements for the payment methods we accept, or if payment-related data is compromised due to a breach or misuse of data, we may be liable for losses associated with reimbursing our clients for such fraudulent transactions on clients' card accounts, as well as costs incurred by payment card issuing banks and other third parties or may be subject to fines and higher transaction fees, or our ability to accept or facilitate certain types of payments may be impaired. We may also incur other costs related to data security breaches, such as replacing cards associated with compromised card accounts. In addition, our customers could lose confidence in certain payment types, which may result in a shift to other payment types or potential changes to our payment systems that may result in higher costs.

Breaches of information security also may occur through intentional or unintentional acts by those having access to our systems or our clients' or counterparties' confidential information, including employees. The Company is continuously working to install new and upgrade its existing information technology systems and provide employee awareness training around phishing, malware, and other cyber risks to further protect the Company against cyber risks and security breaches.

There continues to be a rise in electronic fraudulent activity, security breaches and cyber-attacks within the financial services industry, especially in the commercial banking sector due to cyber criminals targeting commercial bank accounts. We are regularly the target of attempted cyber and other security threats and must continuously monitor and develop our

information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact. Insider or employee cyber and security threats are increasingly a concern for companies, including ours. We are not aware that we have experienced any material misappropriation, loss or other unauthorized disclosure of confidential or personally identifiable information as a result of a cyber-security breach or other act, however, some of our clients may have been affected by third-party breaches, which could increase their risks of identity theft, credit card fraud and other fraudulent activity that could involve their accounts with us.

Security breaches in our internet banking activities could further expose us to possible liability and damage our reputation. Increases in criminal activity levels and sophistication, advances in computer capabilities, new discoveries, vulnerabilities in third-party technologies (including browsers and operating systems) or other developments could result in a compromise or breach of the technology, processes and controls that we use to prevent fraudulent transactions and to protect data about us, our clients and underlying transactions. Any compromise of our security ~~also~~ could deter customers from using our internet banking services that involve the transmission of confidential information. We rely on standard internet security systems to provide the security and authentication necessary to effect secure transmission of data. ~~These~~Although we have developed and continue to invest in systems and processes that are designed to detect and prevent security breaches and cyber-attacks and periodically test our security, these precautions may not protect our systems from compromises or breaches of our security measures, and could result in ~~significant legal liability and significant~~losses to us or our clients, our loss of business and/or clients, damage to our reputation, the incurrence of additional expenses, disruption to our business, our inability to grow our online services or other businesses, additional regulatory scrutiny or penalties, or our exposure to civil litigation and possible financial liability, any of which could have a material adverse effect on our ~~business.~~business, financial condition and results of operations.

Our security measures may not protect us from system failures or interruptions. While we have established policies and procedures to prevent or limit the impact of systems failures and interruptions, there can be no assurance that such events will not occur or that they will be adequately addressed if they do. In addition, we outsource certain aspects of our data processing and other operational functions to certain third-party providers. While the Company selects third-party vendors carefully, it does not control their actions. If our third-party providers encounter difficulties, including those resulting from breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher transaction volumes, cyber-attacks and security breaches or if we otherwise have difficulty in communicating with them, our ability to adequately process and account for transactions could be affected, and our ability to deliver products and services to our customers and otherwise conduct our business operations could be adversely impacted. Replacing these third-party vendors could also entail significant delay and expense. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

~~The occurrence of any~~We cannot assure that such breaches, failures or interruptions will not occur or, if they do occur, that they will be adequately addressed by us or the third parties on which we rely. We may ~~require us~~not be insured against all types of losses as a result of third-party failures and insurance coverage may be inadequate to cover all losses resulting from breaches, system failures or other disruptions. If any of our third-party service providers experience financial, operational or technological difficulties, or if there is any other disruption in our relationships with them, we may be required to identify alternative sources of such services, and we cannot assure ~~you~~ that we could negotiate terms that are as favorable to us, or could obtain services with similar functionality as found in our existing systems without the need to expend substantial resources, if at all. Further, the occurrence of any systems failure or interruption could damage our reputation and result in a loss of customers and business, could subject us to additional regulatory scrutiny, or could expose us to legal liability. Any of these occurrences could have a material adverse effect on our financial condition and results of operations.

~~We rely~~The board of directors oversees the risk management process, including the risk of cybersecurity, and engages with management on ~~other companies to provide key components of our business infrastructure.~~

Third-party vendors provide key components of our business infrastructure such as internet connections, network access and core application processing. While we have selected these third-party vendors carefully, we do not control their actions. Any problems caused by these third-parties, including as a result of their not providing us their services for any reason or their performing their services poorly, could adversely affect our ability to deliver products and services to our customers or otherwise conduct our business efficiently and effectively. Replacing these third-party vendors could also entail significant delay and expense.cybersecurity issues.

We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our prospects.

Competition for qualified employees and personnel in the banking industry is intense and there are a limited number of qualified persons with knowledge of, and experience in, the community banking industry where the Bank conducts its business. The process of recruiting personnel with the combination of skills and attributes required to carry out our strategies is often lengthy. Our success depends to a significant degree upon our ability to attract and retain qualified management, loan origination, finance, administrative, marketing and technical personnel and upon the continued contributions of our management and personnel. In particular, our success has been and continues to be highly dependent upon the abilities of key executives, including our President and Chief Executive Officer, and certain other employees. In addition, our success

has been and continues to be highly dependent upon the services of our directors, many of whom are at or nearing retirement age, and we may not be able to identify and attract suitable candidates to replace such directors.

Our ~~exposure~~operations rely on numerous external vendors.

We rely on numerous external vendors to ~~operational~~provide us with products and services necessary to maintain our day-to-day operations. Accordingly, our operations are exposed to risk that these vendors will not perform in accordance with the contracted arrangements under service level agreements. The failure of an external vendor to perform in accordance with the contracted arrangements under service level agreements because of changes in the vendor's organizational structure, financial condition, support for existing products and services or strategic focus or for any other reason, could be disruptive to our operations, which in turn could have a material negative impact on our financial condition and results of operations. We also could be adversely affected to the extent such an agreement is not renewed by a third-party vendor or is renewed on terms less favorable to us. Additionally, the bank regulatory agencies expect financial institutions to be responsible for all aspects of our vendors' performance, including aspects which they delegate to third parties. Disruptions or failures in the physical infrastructure or operating systems that support our business and clients, or cyber-attacks or security breaches of the networks, systems or devices that our clients use to access our products and services could result in client attrition, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our results of operations or financial condition.

Our framework for managing risks may ~~adversely affect~~not be effective in mitigating risk and loss to us.

~~Similar~~We have established processes and procedures intended to ~~other financial institutions,~~identify, measure, monitor, report, analyze and control the types of risk to which we are ~~exposed to many types of~~subject. These risks include liquidity risk, credit risk, market risk, interest rate risk, operational ~~risk, including reputational~~ risk, legal and compliance risk, ~~the~~and reputational risk, of fraud or theft by employees or outsiders, the risk that sensitive customer or Company data is compromised, unauthorized transactions by employees or operational errors, including clerical or record-keeping errors.among others. We also maintain a compliance program to identify, measure, assess, and report on our adherence to applicable laws, policies and procedures. While we ~~have policies~~assess and ~~procedures designed to prevent such losses,~~improve these programs on an ongoing basis, there can be no assurance that ~~such~~our risk management or compliance programs, along with other related controls, will effectively mitigate all risk and limit losses ~~will~~in our business. As with any risk management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the future, risks that we have not ~~occur.~~appropriately anticipated or identified. If ~~any of these risks occur, it~~our risk management framework proves ineffective, we could ~~result in~~suffer unexpected losses which could have a material adverse ~~consequences for us.~~effect on our financial condition and results of operations.

Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.

~~Our loans~~As a bank, we are susceptible to ~~businesses and individuals and~~fraudulent activity that may be committed against us or our ~~deposit relationships and related transactions are subject~~clients, which may result in financial losses or increased costs to ~~exposure~~us or our clients, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against our clients, litigation or damage to ~~the risk of loss due to~~our reputation. Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and other ~~financial crimes.~~dishonest acts. Nationally, reported incidents of fraud and other financial crimes have increased. We have also experienced losses due to apparent fraud and other financial crimes. While we have policies and procedures designed to prevent such losses, there can be no assurance that such losses will not occur.

Managing reputational risk is important to attracting and maintaining customers, investors and employees.

Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality or operational failures due to integration or conversion challenges as a result of acquisitions we undertake, compliance deficiencies, and questionable or fraudulent activities of our customers. We have policies and procedures in place to protect our reputation and promote ethical conduct, but these policies and procedures may not be fully effective. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers, investors and employees, costly litigation, a decline in revenues and increased governmental regulation.

We rely on dividends from the Bank for substantially all of our revenue at the holding company level.

We are an entity separate and distinct from our principal subsidiary, the Bank, and derive substantially all of our revenue at the holding company level in the form of dividends from that subsidiary. Accordingly, we are, and will be, dependent upon dividends from the Bank to pay the principal of and interest on our indebtedness, to satisfy our other cash needs and to pay dividends on our common stock. The Bank's ability to pay dividends is subject to its ability to earn net income and to meet certain regulatory requirements. In the event the Bank is unable to pay dividends to us, we may not be able to pay dividends on our common stock. Also, our right to participate in a distribution of assets upon a subsidiary's liquidation or reorganization is subject to the prior claims of the subsidiary's creditors.

4142

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The executive offices of the Company are located in downtown Vancouver, Washington at 900 Washington Street. The Company's operational center is also located in Vancouver, Washington (both offices are leased). At March 31, ~~2016,~~2019, the Bank had 10 offices located in Clark County, Washington (five of which are leased), ~~one office in Cowlitz County, Washington,~~ two offices in Klickitat County, Washington and one office in Skamania County, Washington. The Bank also ~~had two~~has three offices in Multnomah County, Oregon, one leased office in Washington County, Oregon and one office in Marion County, Oregon. In addition, at March 31, 2019, the Trust Company had one office as part of the executive offices leased and one leased office in Clackamas County, Oregon.

Item 3. Legal Proceedings

Periodically, there have been various claims and lawsuits involving the Company, such as claims to enforce liens, condemnation proceedings on properties in which the Company holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Company's business. The Company is not a party to any pending legal proceedings that it believes would have a material adverse effect on the financial condition, results of operations or liquidity of the Company.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company's common stock is traded on the Nasdaq Global Market under the symbol "RVSB." At March 31, ~~2016,~~2019, there were ~~22,507,890~~22,607,712 shares of Company common stock issued and outstanding, ~~691~~595 stockholders of record and an estimated ~~2,207~~2,776 holders in nominee or "street name." Under Washington law, the Company is prohibited from paying a dividend if, as a result of its payment, the Company would be unable to pay its debts as they become due in the normal course of business, or if the Company's total liabilities would exceed its total assets. The principal source of funds for the Company is dividend payments from the Bank. OCC regulations require the Bank to give the OCC 30 days advance notice of any proposed declaration of dividends to the Company, and the OCC has the authority under its supervisory powers to prohibit the payment of dividends to the Company. The OCC imposes certain limitations on the payment of dividends from the Bank to the Company, which utilize a three-tiered approach that permits various levels of distributions based primarily upon a savings association's capital level. In addition, the Company may not declare or pay a cash dividend on its capital stock if the effect thereof would be to reduce the regulatory capital of the Bank below the amount required for the liquidation account established pursuant to the Bank's conversion from the mutual stock form of organization. See Item 1. "Business-Regulation-Federal Regulation of Savings Institutions-Limitations on Capital Distributions." and Note 1 of the Notes to the Consolidated Financial Statements contained in Item 8 of this Form 10-K.

~~The common stock of the Company is traded on the Nasdaq Global Select Market under the symbol "RVSB"~~name". ~~The following table sets forth the high and low trading prices, as reported by Nasdaq, and cash dividends for each quarter during the 2016 and 2015 fiscal years.~~

Fiscal Year Ended March 31, 2016 High Low
Cash
Dividends
Declared

Quarter ended March 31, 2016 $ 4.76 $ 4.20 $ 0.02000
Quarter ended December 31, 2015 5.11 4.35 0.01750
Quarter ended September 30, 2015 4.75 4.15 0.01500
Quarter ended June 30, 2015 4.52 4.08 0.01250

Fiscal Year Ended March 31, 2015 High Low
Cash
Dividends
Declared

Quarter ended March 31, 2015 $ 4.74 $ 4.32 $ 0.01125
Quarter ended December 31, 2014 4.49 3.84 -
Quarter ended September 30, 2014 3.99 3.67 -
Quarter ended June 30, 2014 4.03 3.38 -

Stock Repurchase

The Company may repurchase shares of its common stock from time-to-time in open market transactions. The timing, volume and price of purchases are made at our discretion and are also contingent upon our overall financial condition, as well as general market conditions. The Company did not repurchase any shares of its common stock during the years ended March 31, ~~2016, 2015~~2019, 2018 or ~~2014.~~2017.

Securities for Equity Compensation Plans

Please refer to Item 12 in this Form 10-K for a listing of securities authorized for issuance under equity compensation plans.

43Five-Year Stock Performance Graph

The following graph compares the cumulative total shareholder return on our common stock with the cumulative total return on the Standard & Poor's 500 Stock Index and The NASDAQ Bank Index. The graph assumes that total return includes the reinvestment of all dividends and that the value of the investment in Riverview's common stock and each index was $100 on March 31, 2014, and is the base amount used in the graph. The closing price of Riverview's common stock on March 31, 2019 was $7.31.

		3/31/11*		3/31/12		3/31/13		3/31/14		3/31/15		3/31/16		3/31/14*	3/31/15	3/31/16	3/31/17	3/31/18	3/31/19

Riverview Bancorp, Inc.	Riverview Bancorp, Inc.		100.00		74.34		86.84		112.68		148.03		139.84	100.00	131.37	124.10	214.46	283.47	225.62
S & P 500			100.00		108.54		123.69		150.73		169.92		172.95	100.00	112.73	114.74	134.45	153.26	167.81
NASDAQ Bank			100.00		102.54		116.46		152.32		154.05		156.55	100.00	101.72	102.05	145.83	161.33	142.38

TABLE OF CONTENTS

	Page
~~Report of Independent Registered Public Accounting Firm – Delap LLP~~	66

Report of Independent Registered Public Accounting Firm ~~– Deloitte & Touche LLP~~	6762

Consolidated Balance Sheets as of March 31, ~~2016~~2019 and ~~2015~~2018	6864

Consolidated Statements of Income for the Years Ended March 31, ~~2016, 2015~~2019, 2018 and ~~2014~~2017	6965

Consolidated Statements of Comprehensive Income for the Years Ended March 31, ~~2016, 2015~~2019, 2018 and ~~2014~~2017	7066

Consolidated Statements of Shareholders' Equity for the Years Ended March 31, ~~2016, 2015~~2019, 2018 and ~~2014~~2017	7167

Consolidated Statements of Cash Flows for the Years Ended March 31, ~~2016, 2015~~2019, 2018 and ~~2014~~2017	7268

Notes to Consolidated Financial Statements	7369

Report of Independent Registered Public Accounting Firm

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

To the Board of Directors and Shareholders of
Riverview Bancorp, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance ~~sheet~~sheets of Riverview Bancorp, Inc. and Subsidiary (collectively, "the Company") as of March 31, ~~2016,~~2019 and 2018, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for the year then ended. The Company's management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

~~We conducted our audit in accordance with the standards~~each of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosuresyears in the ~~consolidated financial statements. An audit also includes assessing~~three-year period ended March 31, 2019, and the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~In our opinion, the consolidated financial statements~~related notes (collectively referred to ~~above present fairly, in all material respects, the~~as "the financial position of Riverview Bancorp, Inc. and Subsidiary as of March 31, 2016, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

statements"). We have also audited ~~in accordance with the standards of the Public Company Accounting Oversight Board (United States),~~ the Company's internal control over financial reporting as of March 31, ~~2016,~~2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ~~and our report dated June 14, 2016, expressed an unqualified opinion thereon.~~(COSO).

~~/s/Delap LLP~~

~~Lake Oswego, Oregon~~
~~June 14, 2016~~

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

ToIn our opinion, the ~~Board~~financial statements referred to above present fairly, in all material respects, the financial position of ~~Directors and Shareholders of~~
~~Riverview Bancorp, Inc.~~
~~Vancouver, Washington~~

~~We have audited~~ the ~~accompanying consolidated balance sheet of Riverview Bancorp, Inc. and subsidiary (the "Company")~~Company as of March 31, ~~2015,~~2019 and 2018, and the ~~related consolidated statements~~results of ~~income, comprehensive income, equity,~~its operations and its cash flows for each of the ~~two~~ years in the three-year period ended March 31, ~~2015. These~~2019, in conformity with accounting principles generally accepted in the United States of America (U.S.). Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

Basis for Opinion

The Company's management is responsible for these financial statements, ~~are the responsibility~~for maintaining effective internal control over financial reporting, and for its assessment of the ~~Company's management.~~effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on ~~these~~the Company's financial statements and an opinion on the Company's internal control over financial reporting based on our audits. 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 audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement. An audit includes~~misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements 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 ~~supporting~~regarding the amounts and disclosures in the financial statements. ~~An audit~~Our audits also ~~includes assessing~~included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our ~~opinion.~~opinions.

~~In our opinion, such consolidated~~

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements ~~present~~for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in ~~all~~accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material ~~respects,~~effect on the financial ~~position~~statements.

Because of ~~Riverview Bancorp, Inc. and subsidiary as~~its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of ~~March 31, 2015, and~~any evaluation of effectiveness to future periods are subject to the ~~results~~risk that controls may become inadequate because of ~~their operations and their cash flows for each~~changes in conditions, or that the degree of compliance with the ~~two years in the period ended March 31, 2015, in conformity with accounting principles generally accepted in the United States of America.~~policies or procedures may deteriorate.

~~/s/Deloitte + Touche LLP~~

~~Portland, Oregon~~
~~June 12, 2015~~

We have served as the Company's auditor since 2015.

Lake Oswego, Oregon

June 14, 2019

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, ~~2016~~2019 AND ~~2015~~2018

(In thousands, except share and per share data)	2019			2018
ASSETS
Cash and cash equivalents (including interest-earning accounts of $5,844 and $30,052)	$	22,950		$	44,767
Certificates of deposit held for investment		747			5,967
Loans held for sale		909			210
Investment securities:
Available for sale, at estimated fair value		178,226			213,221
Held to maturity, at amortized cost (estimated fair value of $35 and $43)		35			42
Loans receivable (net of allowance for loan losses of $11,457 and $10,766)		864,659			800,610
Real estate owned ("REO")		-			298
Prepaid expenses and other assets		4,596			3,870
Accrued interest receivable		3,919			3,477
Federal Home Loan Bank ("FHLB") stock, at cost		3,644			1,353
Premises and equipment, net		15,458			15,783
Deferred income taxes, net		4,195			4,813
Mortgage servicing rights, net		296			388
Goodwill		27,076			27,076
Core deposit intangible ("CDI"), net		920			1,103
Bank owned life insurance ("BOLI")		29,291			28,557
TOTAL ASSETS	$	1,156,921		$	1,151,535
LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
Deposits	$	925,068		$	995,691
Accrued expenses and other liabilities		12,536			9,391
Advance payments by borrowers for taxes and insurance		631			637
FHLB advances		56,586			-
Junior subordinated debentures		26,575			26,484
Capital lease obligation		2,403			2,431
Total liabilities		1,023,799			1,034,634

COMMITMENTS AND CONTINGENCIES (See Note 19)

SHAREHOLDERS' EQUITY:
Serial preferred stock, $.01 par value; 250,000 shares authorized; issued and outstanding: none		-			-
Common stock, $.01 par value; 50,000,000 shares authorized
March 31, 2019 – 22,607,712 shares issued and outstanding		226			226
March 31, 2018 – 22,570,179 shares issued and outstanding
Additional paid-in capital		65,094			64,871
Retained earnings		70,428			56,552
Accumulated other comprehensive loss		(2,626	)		(4,748	)
Total shareholders' equity		133,122			116,901
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,156,921		$	1,151,535

(In thousands, except share and per share data)

2016

2015

ASSETS
Cash and cash equivalents (including interest-earning accounts of $40,317 and $45,490) $ 55,400 $ 58,659
Certificates of deposit held for investment 16,769 25,969
Loans held for sale 503 778
Investment securities:
Available for sale, at estimated fair value 150,690 112,463
Held to maturity, at amortized cost (estimated fair value of $76 and $88) 75 86
Loans receivable (net of allowance for loan losses of $9,885 and $10,762) 614,934 569,010
Real estate owned 595 1,603
Prepaid expenses and other assets 3,405 3,238
Accrued interest receivable 2,384 2,139
Federal Home Loan Bank stock, at cost 1,060 5,924
Premises and equipment, net 14,595 15,434
Deferred income taxes, net 9,189 12,568
Mortgage servicing rights, net 380 399
Goodwill 25,572 25,572
Bank owned life insurance ("BOLI") 25,678 24,908
TOTAL ASSETS $ 921,229 $ 858,750

LIABILITIES AND EQUITY

LIABILITIES:
Deposits $ 779,803 $ 720,850
Accrued expenses and other liabilities 7,388 8,111
Advance payments by borrowers for taxes and insurance 609 495
Junior subordinated debentures 22,681 22,681
Capital lease obligation 2,475 2,276
Total liabilities 812,956 754,413

COMMITMENTS AND CONTINGENCIES (See Note 17)

EQUITY:
Shareholders' equity:
Serial preferred stock, $.01 par value; 250,000 authorized; issued and outstanding: none - -
Common stock, $.01 par value; 50,000,000 authorized
March 31, 2016 – 22,507,890 issued and outstanding 225 225
March 31, 2015 – 22,489,890 issued and outstanding
Additional paid-in capital 64,418 65,268
Retained earnings 42,728 37,830
Unearned shares issued to employee stock ownership plan ("ESOP") (181 ) (284 )
Accumulated other comprehensive income 1,083 762
Total shareholders' equity 108,273 103,801

Noncontrolling interest - 536
Total equity 108,273 104,337
TOTAL LIABILITIES AND EQUITY $ 921,229 $ 858,750

See accompanying notes to consolidated financial statements.

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED MARCH 31, ~~2016, 2015~~2019, 2018 AND ~~2014~~2017

(In thousands, except share and per share data)		2016			2015			2014		2019		2018		2017

INTEREST AND DIVIDEND INCOME:
Interest and fees on loans receivable	$	27,795		$	25,896		$	25,423		$	44,187	$	39,659	$	31,609
Interest on investment securities		2,709			2,274			695
Interest on investment securities – taxable											4,456		4,648		3,550
Interest on investment securities – nontaxable											146		95		25
Other interest and dividends		444			456			686			329		558		443
Total interest and dividend income		30,948			28,626			26,804			49,118		44,960		35,627

INTEREST EXPENSE:
Interest on deposits		1,173			1,326			1,973			996		1,208		1,151
Interest on borrowings		569			590			595			1,819		1,141		718
Total interest expense		1,742			1,916			2,568			2,815		2,349		1,869
Net interest income		29,206			26,710			24,236			46,303		42,611		33,758
Recapture of loan losses		(1,150	)		(1,800	)		(3,700	)
Net interest income after recapture of loan losses		30,356			28,510			27,936
Provision for loan losses											50		-		-
Net interest income after provision for loan losses											46,253		42,611		33,758

NON-INTEREST INCOME:
Fees and service charges		4,846			4,317			4,258			6,699		5,779		5,177
Asset management fees		3,212			2,975			2,630			3,791		3,448		2,988
Net gains on sales of loans held for sale		525			596			667			317		641		656
Bank owned life insurance		770			716			553
BOLI											734		819		760
Other, net		22			271			259			317		317		433
Total non-interest income, net		9,375			8,875			8,367			11,858		11,004		10,014

NON-INTEREST EXPENSE:
Salaries and employee benefits		17,694			17,805			15,755			22,320		21,743		19,356
Occupancy and depreciation		4,727			4,778			4,811			5,334		5,454		4,819
Data processing		1,775			1,807			2,058			2,467		2,313		2,111
Amortization of CDI											183		232		27
Advertising and marketing		669			628			726			769		747		754
FDIC insurance premium		500			627			1,487			326		476		356
State and local taxes		510			559			462			651		605		609
Telecommunications		292			295			304			353		417		317
Professional fees		904			1,089			1,290			1,426		1,181		1,628
Real estate owned		567			994			2,765
Litigation settlement											-		-		500
Other		2,309			2,162			2,303			1,870		2,450		2,504
Total non-interest expense		29,947			30,744			31,961			35,699		35,618		32,981

INCOME BEFORE INCOME TAXES		9,784			6,641			4,342			22,412		17,997		10,791
PROVISION (BENEFIT) FOR INCOME TAXES		3,426			2,150			(15,081	)
PROVISION FOR INCOME TAXES											5,146		7,755		3,387
NET INCOME	$	6,358		$	4,491		$	19,423		$	17,266	$	10,242	$	7,404

Earnings per common share:
Basic	$	0.28		$	0.20		$	0.87		$	0.76	$	0.45	$	0.33
Diluted		0.28			0.20			0.87			0.76		0.45		0.33
Weighted average number of shares outstanding:
Weighted average number of common shares outstanding:
Basic		22,450,252			22,392,744			22,367,174			22,588,395		22,531,480		22,478,306
Diluted		22,494,151			22,431,839			22,369,175			22,659,594		22,623,455		22,548,340

See accompanying notes to consolidated financial statements.

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED MARCH 31, ~~2016, 2015~~2019, 2018 AND ~~2014~~2017

(In thousands)	2019		2018			2017

Net income	$	17,266	$	10,242		$	7,404

Other comprehensive income (loss):
Net unrealized holding gain (loss) from available for sale investment securities arising
during the period, net of tax of ($629), $871 and $1,581, respectively		2,122		(2,719	)		(2,872	)

Reclassification adjustment for other than temporary impairment ("OTTI") of available for
sale investment security included in income, net of tax of $0, $0 and ($85) respectively		-		-			155

Reclassification adjustment of net gain from sale of available for sale investment
securities included in income, net of tax of $0, $0 and $29, respectively		-		-			(53	)
Total other comprehensive income (loss), net		2,122		(2,719	)		(2,770	)

Total comprehensive income, net	$	19,388	$	7,523		$	4,634

(In thousands) 2016 2015 2014

Net income $ 6,358 $ 4,491 $ 19,423

Other comprehensive income:
Net unrealized holding gain from available for sale investment securities arising
during the period, net of tax of ($203), ($778) and ($189), respectively 321 1,513 366

Reclassification adjustment of net gain from sale of available for sale investment
securities included in income, net of tax of $0, $54 and $0, respectively - (104 ) -

Total other comprehensive income, net 321 1,409 366

Noncontrolling interest 47 65 81
Total comprehensive income $ 6,726 $ 5,965 $ 19,870

See accompanying notes to consolidated financial statements.

~~RIVERVIEW BANCORP, INC. AND SUBSIDIARY~~

~~CONSOLIDATED STATEMENTS OF EQUITY~~

~~YEARS ENDED MARCH 31, 2016, 2015 AND 2014~~

(In thousands, except share data) Common Stock Additional Paid-In Capital
Retained
Earnings

Unearned
Shares
Issued to
ESOP

Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling Interest Total
Shares Amount

Balance April 1, 2013 22,471,890 $ 225 $ 65,551 $ 14,169 $ (490 ) $ (1,013 ) $ 603 $ 79,045

Net income - - - 19,423 - - - 19,423
Purchase of subsidiary shares
from noncontrolling interest
- - (399 ) - - - (213 ) (612 )
Stock-based compensation
expense
- - 78 - - - - 78
Earned ESOP shares - - (35 ) - 103 - - 68
Unrealized holding gain on investment securities available for sale - - - - - 366 - 366
Noncontrolling interest - - - - - - 81 81

Balance March 31, 2014 22,471,890 225 65,195 33,592 (387 ) (647 ) 471 98,449

Net income - - - 4,491 - - - 4,491
Cash dividend on common stock ($0.01125 per share) - - - (253 ) - - - (253 )
Exercise of stock options 18,000 - 48 - - - - 48
Stock-based compensation
expense
- - 26 - - - - 26
Earned ESOP shares - - (1 ) - 103 - - 102
Unrealized holding gain on investment securities available for sale - - - - - 1,409 - 1,409
Noncontrolling interest - - - - - - 65 65

Balance March 31, 2015 22,489,890 225 65,268 37,830 (284 ) 762 536 104,337

Net income - - - 6,358 - - - 6,358
Purchase of subsidiary shares
from noncontrolling interest
- - (919 ) - - - (583 ) (1,502 )
Cash dividend on common stock ($0.065 per share) - - - (1,460 ) - - - (1,460 )
Exercise of stock options 18,000 - 62 - - - - 62
Earned ESOP shares - - 7 - 103 - - 110
Unrealized holding gain on investment securities available for sale - - - - - 321 - 321
Noncontrolling interest - - - - - - 47 47

Balance March 31, 2016 22,507,890 $ 225 $ 64,418 $ 42,728 $ (181 ) $ 1,083 $ - $ 108,273

~~See accompanying notes to consolidated financial statements.~~

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED MARCH 31, ~~2016, 2015~~2019, 2018 AND ~~2014~~2017

	Common Stock									Unearned Shares Issued to Employee Stock			Accumulated
(In thousands, except share data)	Shares		Amount		Additional Paid-In Capital		Retained Earnings			Ownership Plan ("ESOP")			Other Comprehensive Income (Loss)			Total

Balance April 1, 2016		22,507,890	$	225	$	64,418	$	42,728		$	(181	)	$	1,083		$	108,273

Net income		-		-		-		7,404			-			-			7,404
Cash dividend on common stock ($0.08 per share)		-		-		-		(1,797	)		-			-			(1,797	)
Exercise of stock options		3,000		-		11		-			-			-			11
Earned ESOP shares		-		-		39		-			104			-			143
Other comprehensive loss, net		-		-		-		-			-			(2,770	)		(2,770	)

Balance March 31, 2017		22,510,890		225		64,468		48,335			(77	)		(1,687	)		111,264

Net income		-		-		-		10,242			-			-			10,242
Cash dividend on common stock ($0.105 per share)		-		-		-		(2,367	)		-			-			(2,367	)
Exercise of stock options		59,289		1		244		-			-			-			245
Stock-based compensation expense		-		-		88		-			-			-			88
Reclassification of certain stranded income tax effects as a result of change in federal corporate income tax rate (see Note 1)		-		-		-		342			-			(342	)		-
Earned ESOP shares		-		-		71		-			77			-			148
Other comprehensive loss, net		-		-		-		-			-			(2,719	)		(2,719	)

Balance March 31, 2018		22,570,179		226		64,871		56,552			-			(4,748	)		116,901

Net income		-		-		-		17,266			-			-			17,266
Cash dividend on common stock ($0.15 per share)		-		-		-		(3,390	)		-			-			(3,390	)
Exercise of stock options		37,533		-		179		-			-			-			179
Stock-based compensation expense		-		-		44		-			-			-			44
Other comprehensive income, net		-		-		-		-			-			2,122			2,122

Balance March 31, 2019		22,607,712	$	226	$	65,094	$	70,428		$	-		$	(2,626	)	$	133,122

See accompanying notes to consolidated financial statements.

(In thousands) 2016 2015 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,358 $ 4,491 $ 19,423
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 3,294 3,283 1,898
Recapture of loan losses (1,150 ) (1,800 ) (3,700 )
Provision (benefit) for deferred income taxes 3,175 2,140 (15,100 )
Expense related to ESOP 110 102 68
Increase in deferred loan origination fees, net of amortization 585 190 102
Origination of loans held for sale (15,768 ) (17,991 ) (24,413 )
Proceeds from sales of loans held for sale 16,398 18,673 24,718
Stock-based compensation expense - 26 78
Writedown of real estate owned 369 715 2,056
Net gains on loans held for sale, sales and transfer of real estate owned, sales of
investment securities and sales of premises and equipment
(321 ) (663 ) (640 )
Income from bank owned life insurance (770 ) (716 ) (553 )
Changes in certain other assets and liabilities:
Prepaid expenses and other assets (239 ) (161 ) 46
Accrued interest receivable (245 ) (303 ) (89 )
Accrued expenses and other liabilities (718 ) (2,424 ) 2,637
Net cash provided by operating activities 11,078 5,562 6,531

CASH FLOWS FROM INVESTING ACTIVITIES:
Loan repayments (originations), net (30,686 ) (24,270 ) 24,044
Purchases of loans receivable (15,618 ) (22,864 ) (22,082 )
Principal repayments on investment securities available for sale 21,860 18,553 3,516
Purchase of investment securities available for sale (60,679 ) (52,199 ) (101,514 )
Proceeds from call, maturity, and sales of investment securities available for sale - 24,205 3,000
Principal repayments on investment securities held to maturity 11 15 24
Purchase of premises and equipment and capitalized software (366 ) (464 ) (835 )
Redemption of certificates of deposit held for investment, net 9,200 10,956 7,710
Proceeds from redemption of Federal Home Loan Bank stock, net 4,864 820 410
Purchase of bank owned life insurance - (6,500 ) -
Proceeds from sales of real estate owned and premises and equipment 753 5,493 7,347
Net cash used in investing activities (70,661 ) (46,255 ) (78,380 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 58,953 30,784 26,260
Purchase of subsidiary shares from noncontrolling interest (1,502 ) - (612 )
Dividends paid (1,261 ) - -
Proceeds from borrowings 4,100 25,450 3,000
Repayment of borrowings (4,100 ) (25,450 ) (3,000 )
Principal payments under capital lease obligation (42 ) (85 ) (79 )
Net increase (decrease) in advance payments by borrowers 114 28 (558 )
Proceeds from exercise of stock options 62 48 -
Net cash provided by financing activities 56,324 30,775 25,011

NET DECREASE IN CASH AND CASH EQUIVALENTS (3,259 ) (9,918 ) (46,838 )
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 58,659 68,577 115,415
CASH AND CASH EQUIVALENTS, END OF YEAR $ 55,400 $ 58,659 $ 68,577
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Interest $ 1,570 $ 5,457 $ 1,974
Income taxes 239 15 31
NONCASH INVESTING AND FINANCING ACTIVITIES:
Dividends declared and accrued in other liabilities $ 452 $ 253 $ -
Transfer of loans to real estate owned 298 1,512 $ 6,331
Transfer of real estate owned to loans - 1,333 4,946
Adjustment to capital lease obligations and premises and equipment due to lease
modification
241 - -
Unrealized holding gain from investment securities available for sale 524 2,133 555
Income tax effect related to unrealized holding gain from investment securities available for sale (203 ) (724 ) (189 )

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2019, 2018 AND 2017

(In thousands)	2019			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	17,266		$	10,242		$	7,404
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,718			2,917			2,746
Purchased loans amortization (accretion), net		(147	)		(277	)		441
Provisions for loan losses		50			-			-
Provision (benefit) for deferred income taxes		(11	)		3,668			3,103
Expense related to ESOP		-			148			143
Stock-based compensation expense		44			88			-
Increase in deferred loan origination fees, net of amortization		498			498			543
Origination of loans held for sale		(11,105	)		(20,502	)		(21,032	)
Proceeds from sales of loans held for sale		10,579			21,204			21,477
Writedown of REO		-			-			30
Loss on impairment of investment security		-			-			240
Net gains on sales of loans held for sale, sales of investment securities and sale of REO		(682	)		(725	)		(731	)
Income from BOLI		(734	)		(819	)		(760	)
BOLI death benefit in excess of cash surrender value		-			-			(423	)
Changes in certain other assets and liabilities:
Prepaid expenses and other assets		(868	)		(212	)		(369	)
Accrued interest receivable		(442	)		(536	)		(291	)
Accrued expenses and other liabilities		2,988			(3,755	)		5,538
Net cash provided by operating activities		20,154			11,939			18,059

CASH FLOWS FROM INVESTING ACTIVITIES:
Loan repayments (originations), net		(34,427	)		11,156			(37,103	)
Purchases of loans receivable		(29,929	)		(43,016	)		(5,746	)
Principal repayments on investment securities available for sale		26,519			28,569			29,782
Purchases of investment securities available for sale		-			(47,494	)		(92,418	)
Proceeds from calls, maturities, and sales of investment securities available for sale		10,000			950			7,261
Principal repayments on investment securities held to maturity		7			22			11
Purchases of premises and equipment and capitalized software		(1,046	)		(753	)		(598	)
Redemption of certificates of deposit held for investment		5,220			5,075			5,727
Purchases of FHLB stock, net		(2,291	)		(172	)		(121	)
Cash acquired, net of cash consideration paid in business combination		-			-			15,116
Proceeds from death benefit on BOLI		-			-			1,236
Proceeds from sales of REO and premises and equipment		976			81			262
Net cash used in investing activities		(24,971	)		(45,582	)		(76,591	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits		(70,568	)		15,771			69,470
Dividends paid		(3,163	)		(2,140	)		(1,799	)
Proceeds from borrowings		326,956			55,980			23,200
Repayment of borrowings		(270,370	)		(55,980	)		(23,200	)
Net increase (decrease) in advance payments by borrowers for taxes and insurance		(6	)		(56	)		84
Principal payments on capital lease obligation		(28	)		(23	)		(21	)
Proceeds from exercise of stock options		179			245			11
Net cash provided by (used in) financing activities		(17,000	)		13,797			67,745

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(21,817	)		(19,846	)		9,213
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		44,767			64,613			55,400
CASH AND CASH EQUIVALENTS, END OF YEAR	$	22,950		$	44,767		$	64,613
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	2,686		$	2,176		$	1,655
Income taxes		6,877			3,280			285
NONCASH INVESTING AND FINANCING ACTIVITIES:
Dividends declared and accrued in other liabilities	$	904		$	677		$	450
Other comprehensive income (loss)		2,751			(3,590	)		(4,295	)
Income tax effect related to other comprehensive income (loss)		(629	)		871			1,525
Business combinations (See Note 3)
Fair value of assets acquired		-			-			(145,386	)
Fair value of liabilities assumed		-			-			134,810

See accompanying notes to consolidated financial statements.

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, ~~2016, 2015~~2019, 2018 and ~~2014~~2017

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 Community Bank (the "Bank"); and the Bank's wholly-owned subsidiaries, Riverview Services, Inc. and Riverview ~~Asset Management Corp. ("RAMCorp"~~Trust Company (the "Trust Company") (collectively referred to as the "Company"). All inter-company transactions and balances have been eliminated in consolidation. ~~As of~~

At March 31, ~~2015, a noncontrolling interest owner held a 10% interest in RAMCorp.~~2019 and 2018, the Trust Company had 2,500 Trust Company stock options outstanding which had been granted to the President and Chief Executive Officer of the Trust Company. During ~~December 2015, RAMCorp repurchased all~~ the remaining shares held by its noncontrolling interest owner. The purchase price of these shares was based on two third party appraisals of RAMCorp. Upon repurchase these shares were retired. This transaction resulted in the Bank's ownership of RAMCorp increasing from 90% atyear ended March 31, ~~2015~~2019 and 2018, the Trust Company incurred $44,000 and $88,000, respectively, of stock-based compensation expense related to ~~100% at~~these options. No Trust Company stock options were exercised during the years ended March 31, ~~2016. The former noncontrolling interest owner is an Executive Vice President~~2019, 2018 and 2017.

On February 17, 2017, Riverview Bancorp, Inc. and the Bank completed a purchase and assumption transaction in which the Bank purchased certain assets and assumed certain liabilities of MBank, the wholly-owned subsidiary of Merchants Bancorp (the "MBank transaction"). In addition, as part of the ~~Bank and also serves as Chairman~~MBank transaction, Riverview Bancorp, Inc. assumed the obligations of ~~the Board, CEO and President of its subsidiary, RAMCorp.~~

~~The Company has also established two subsidiary grantor trusts in connection with the issuance of~~Merchant Bancorp's trust preferred ~~securities (see Note 10). In accordance with~~securities. The MBank transaction was accounted for as a business combination pursuant to accounting principles generally accepted in the United States of America ("generally accepted accounting principles" or "GAAP"),. The results of operations of the acquired assets and assumed liabilities have been included in the Company's consolidated financial statements as of and for the periods since the acquisition date. See Note 3 for additional discussion.

The Company has three subsidiary grantor trusts which were established in connection with the issuance of trust preferred securities (see Note 12). In accordance with GAAP, the accounts and transactions of the trusts are not included in the accompanying consolidated financial statements.

Nature of Operations – The Bank is a ~~seventeen branch~~ community-oriented financial institution ~~operating~~which operates 18 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 ~~invest in~~make various commercial business, commercial real estate, land, multi-family real estate, real estate construction and consumer loans. Additionally, ~~RAMCorp~~the Trust Company offers trust and investment ~~services.~~services and Riverview Services 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.

In September 2018, the Bank completed a purchase and assumption transaction in which all of the Bank's Longview, Washington branch deposits were sold to a community bank headquartered in Longview. The Bank sold approximately $3.2 million of deposits and recognized a gain on sale of these deposits of approximately $70,000, which is included in other non-interest income in the accompanying consolidated statements of income for the year ended March 31, 2019. This purchase and assumption transaction did not include the sale of any loans, or the exchange of any assets or liabilities other than deposits. The Bank subsequently sold the Longview branch land and building in December 2018 and recognized a $355,000 gain on sale, which is included in other non-interest expense in the accompanying consolidated statement of income for the year ended March 31, 2019.

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 ~~RAMCorp.~~the Trust Company. While the chief operating decision maker uses financial information related to these segments to analyze business performance and allocate resources, 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. No revenues are derived from foreign countries.

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.

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.

Certificates of Deposit Held for Investment – Certificates of deposit held for investment include amounts invested with financial institutions ~~for~~at a stated interest rate and maturity date. Early ~~withdraw~~withdrawal penalties apply; however, the Company plans to hold these investments to maturity.

Loans Held for Sale – The Company identifies loans held for sale at the time of origination and such loans are carried at the lower of aggregate cost or estimated fair value. Estimated fair values are derived from available market quotations for comparable pools of mortgage loans. Adjustments for unrealized losses, if any, are charged to income.

Gains or losses on sales of loans held for sale are recognized at the time of sale and are determined by the difference between the net sales proceeds and the allocated basis of these loans sold. The Company capitalizes mortgage servicing rights ("MSRs") acquired through the sale of originated mortgage loans or the securitization of mortgage loans with servicing rights retained. Upon sale of mortgage loans held for sale, the total cost of the loans designated for sale is allocated to mortgage loans with and without MSRs based on their relative fair values. The MSRs are included as a component of ~~gain~~net gains on ~~sale~~sales of ~~loans.~~loans held for sale. The MSRs are amortized in proportion to and over the estimated period of the net servicing income and such amortization is reflected as a component of loan servicing income and is included in the consolidated statements of income ~~under~~in other non-interest income.

Investment Securities – ~~Investment~~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. ~~Investment~~Investments in debt securities held to maturity are carried at amortized cost. Unrealized losses on ~~investment~~investments in debt securities held to maturity due to fluctuations in fair value are recognized when it is determined that a credit-related other than temporary decline in value has occurred. ~~Investment~~Investments in debt securities bought and held principally for the purpose of sale in the ~~near term~~near-term are classified as trading securities. ~~Investment~~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. ~~Investment~~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 ~~investment~~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.

The Company analyzes ~~investment~~investments in debt securities for ~~other than temporary impairment ("OTTI")~~OTTI on a quarterly basis. OTTI is separated into a credit component and noncredit component. 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 ~~as of the sale date,~~ 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 allowance for loan losses. 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 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.

Acquired Loans – Purchased loans, including loans acquired in business combinations, are recorded at their estimated fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an allowance for

loan losses is not recorded at the acquisition date. Acquired loans are evaluated upon acquisition and classified as either purchased credit-impaired ("PCI") or purchased non-credit-impaired. PCI loans reflect credit deterioration since origination such that it is probable at acquisition that the Company will be unable to collect all contractually required payments. The excess of the cash flows expected to be collected over a PCI loan's carrying value is considered to be the accretable yield and is recognized as interest income over the estimated life of the PCI loan using the effective yield method. The excess of the undiscounted contractual balances due over the cash flows expected to be collected is considered to be the nonaccretable difference. The nonaccretable difference represents the Company's estimate of the credit losses expected to occur and would be considered in determining the estimated fair value of the loans as of the acquisition date. Subsequent to the acquisition date, any increases in expected cash flows over those expected at the purchase date in excess of fair value are adjusted through a change to the accretable yield on a prospective basis. Any subsequent decreases in expected cash flows attributable to credit deterioration are recognized by recording an allowance for loan losses. The Company had no PCI loans as of March 31, 2019 and 2018.

For purchased non-credit-impaired loans, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income over the life of the loans. Any subsequent deterioration in credit quality is recognized by recording an allowance for loan losses.

Allowance for Loan Losses – The allowance for loan losses is maintained at a level sufficient to provide for estimated loan losses based on evaluating known and inherent risks in the loan portfolio. The allowance is provided based upon management's ongoing quarterly assessment of the pertinent factors underlying the quality of the loan portfolio. These factors include changes in the size and composition of the loan portfolio, delinquency levels, actual loan loss experience, current economic conditions and detailed analysis of individual loans for which full collectability may not be assured. The detailed analysis includes techniques to estimate the fair value of loan collateral and the existence of potential alternative sources of repayment. The allowance consists of specific, general and unallocated components.

The specific component relates to loans that are considered impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows or collateral value (less estimated selling costs, if applicable) of the impaired loan is lower than the carrying value of that loan.

The general component covers non-impaired loans based on the Company's risk rating system and historical loss experience adjusted for qualitative factors. The Company calculates its historical loss rates using the average of the last four quarterly 24-month periods. The Company calculates and applies its historical loss rates by individual loan types in its loan portfolio. These historical loss rates are adjusted for qualitative and environmental factors.

An unallocated component is maintained to cover uncertainties that the Company believes have resulted in incurred losses that have not yet been allocated to specific elements of the general and specific components of the allowance for loan losses. Such factors include uncertainties in economic conditions, uncertainties in identifying triggering events that directly correlate to subsequent loss rates, changes in appraised value of underlying collateral, risk factors that have not

yet manifested themselves in loss allocation factors and historical loss experience data that may not precisely correspond to the current loan portfolio or economic conditions. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the loan portfolio. The appropriate allowance level is estimated based upon factors and trends identified by the Company as of the date of the filing of the consolidated financial statements.

When available information confirms that specific loans or portions thereof are uncollectible, identified amounts are charged against the allowance for loan losses. 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.

A loan is considered impaired when it is probable that the Company will be unable to collect all amounts due (principal and interest) according to the contractual terms of the loan agreement. Typically, factors used in determining if a loan is impaired include, but are not limited to, whether the loan is 90 days or more delinquent, internally designated as substandard or worse, on non-accrual status or represents a troubled debt restructuring ("TDR"). The majority of the Company's impaired loans are considered collateral dependent. When a loan is considered collateral dependent, impairment is measured using the estimated value of the underlying collateral, less any prior liens, and when applicable, less estimated selling costs. For impaired loans that are not collateral dependent, impairment is measured using the present value of expected future cash flows, discounted at the loan's original effective interest rate. When the estimated net realizable value of the impaired loan

is less than the recorded investment in the loan (including accrued interest, net deferred loan fees or costs, and unamortized premium or discount), an impairment is recognized by adjusting an allocation of the allowance for loan losses. Subsequent to the initial allocation of allowance to the individual loan, the Company may conclude that it is appropriate to record a charge-off of the impaired portion of the loan. When a charge-off is recorded, the loan balance is reduced and the specific allowance is eliminated. Generally, when a collateral dependent loan is initially measured for impairment and has not had an appraisal of the collateral in the last six months, the Company obtains an updated market valuation. Subsequently, the Company generally obtains an updated market valuation of the collateral on an annual basis. The collateral valuation may occur more frequently if the Company determines that there is an indication that the market value may have declined.

In accordance with the Company's policy guidelines, unsecured loans are generally charged-off when no payments have been received for three consecutive months unless an alternative action plan is in effect. Consumer installment loans delinquent six months or more that have not received at least 75% of their required monthly ~~payment~~payments in the last 90 days are charged-off. In addition, loans discharged in bankruptcy proceedings are charged-off. Loans under bankruptcy protection with no payments received for four consecutive months are charged-off. The outstanding balance of a secured loan that is in excess of the net realizable value of the underlying collateral is generally charged-off if no payments are received for four to five consecutive months. However, charge-offs are postponed if alternative proposals to restructure, obtain additional guarantors, obtain additional assets as collateral or a potential sale of the underlying collateral would result in full repayment of the outstanding loan balance. Once any other potential sources of repayment are exhausted, the impaired portion of the loan is charged-off. Regardless of whether a loan is unsecured or collateralized, once an amount is determined to be a confirmed loan loss it is ~~promptly~~ charged off.

A provision for loan losses is charged against income and is added to the allowance for loan losses based on regular assessments of the loan portfolio. The allowance for loan losses is allocated to certain loan categories based on the relative risk characteristics, asset classifications and actual loss experience of the loan portfolio. While management has allocated the allowance for loan losses to various loan portfolio segments, the allowance is general in nature and is available for the loan portfolio in its entirety.

Management's evaluation of the allowance for loan losses is based on ongoing, quarterly assessments of the known and inherent risks in the loan portfolio. Loss factors are based on the Company's historical loss experience with additional consideration and adjustments made for changes in economic conditions, changes in the amount and composition of the loan portfolio, delinquency rates, changes in collateral values, seasoning of the loan portfolio, duration of the current business cycle, a detailed analysis of impaired loans and other factors as deemed appropriate. These factors are evaluated on a quarterly basis. Loss rates used by the Company are affected as changes in these factors increase or decrease from quarter to quarter. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses and may require the Company to make additions to the allowance based on their judgment about information available to them at the time of their examinations.

Allowance for Unfunded Loan Commitments – The allowance for unfunded loan commitments is maintained at a level believed by management to be sufficient to absorb estimated probable 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 customers, and the terms and expiration dates of the unfunded credit facilities. The allowance for unfunded loan commitments is included in accrued expenses and other liabilities onin the consolidated balance sheets, with changes to the balance charged against non-interest expense.

Real Estate Owned ("REO") – REO consists of properties acquired through foreclosure and is initially recorded ~~initially~~ 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 allowance for loan losses 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 ~~real estate owned~~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 ~~be recorded~~record in the ~~accompany~~accompanying consolidated ~~balance sheets~~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.

Federal Home Loan Bank Stock – ~~On May 31, 2015, the Federal Home Loan~~The Bank, as a member of ~~Seattle merged into~~ the Federal Home Loan Bank of Des Moines ("FHLB")~~. The Bank, as a member of the FHLB,~~, is required to maintain a minimum investment in capital stock of the FHLB based on specific percentages of its outstanding ~~advances from the FHLB.~~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 ~~for~~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 customer base of the FHLB, and (4) the liquidity position of the FHLB. The Company evaluated its investment in FHLB stock for OTTI, consistent with its accounting policy. Based on the Company's evaluation, of the underlying investment, including the long-term nature of the investment, the liquidity position of the FHLB and the Company's intent and ability to hold the investment for a period of time sufficient to be able to redeem its investment at par value, the Company ~~did~~determined there is not ~~recognize~~ any OTTI ~~losses~~ on its FHLB stock ~~during the years ended~~at March 31, ~~2016, 2015 and 2014.~~2019.

Premises and Equipment – Premises and equipment are stated at cost less accumulated ~~depreciation.~~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 is generally computed on the straight-line method over the following estimated useful lives: ~~building~~buildings and improvements – up to 45 years; furniture and equipment – ~~three~~3 to ~~twenty~~20 years; and leasehold improvements – ~~fifteen~~15 to ~~twenty-five~~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 Company's capitalized lease, ~~less~~net of accumulated amortization, isare included in premises and equipment. The assets held under the capitalized lease isare amortized on a straight-line basis over the lease term and the amortization is included in depreciation and amortization expense.

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,~~payments; remitting funds to investors, insurance companies and tax ~~authorities,~~authorities; collecting delinquent ~~payments,~~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 tobetween the MSRs and the loans (without the MSRs) 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. An estimated fair value of MSRs is determined quarterly using a discounted cash flow model. The model estimates the present value of the future net cash flows of the servicing loan portfolio based on various factors, such as servicing costs, servicing income, expected prepayment speeds, discount rate, loan maturity and interest rate. Market sources are used to determine prepayment speeds, ancillary income, servicing cost and pre-tax required yield. The effect of changes in market interest rates on estimated rates of loan prepayments represents the predominant risk characteristic underlying the MSRs portfolio. The Company is amortizing the MSRs in proportion to and over the period of estimated net servicing income.

MSRs are reviewed quarterly for impairment based on their estimated fair value. The estimated fair value of the MSRs, for the purposes of impairment, is measured using the methods described above. Impairment losses are recognized through a valuation allowance for each impaired stratum, with any associated provision recorded as a component of loan servicing income.

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 an acquisition. CDI represents the future economic benefit of the potential cost savings from acquiring core deposits as part of an acquisition 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. The Company recorded CDI of approximately $1.36 million in connection with the assumption of the MBank deposits during the year ended March 31, 2017 (see Note 3). At both March 31, 2019 and 2018, gross CDI was $1.36 million. At March 31, 2019 and 2018, accumulated amortization was $443,000 and $260,000, respectively. The amortization expense for CDI in future years is estimated to be $160,000, $140,000, $125,000, $116,000, $108,000 and $271,000 for the years ended March 31, 2020, 2021, 2022, 2023, 2024 and thereafter, respectively.

Goodwill and certain other intangibles generally arise from business ~~combinations accounted for under the purchase method.~~combinations. Goodwill and other intangibles generated from business combinations that are deemed to have indefinite lives ~~generated from business combinations~~ 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.

~~Bank owned life insurance ("BOLI")~~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.

~~Transfer~~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 ~~RAMCorp~~the Trust Company in a fiduciary or agency capacity for trust customers are not included in the consolidated financial statements because such items are not assets of the Company. Assets totaling ~~$389.1~~$646.0 million and ~~$409.3~~$484.3 million were held in trust as of March 31, ~~2016~~2019 and ~~2015,~~2018, respectively.

Earnings 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 per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period, excluding restricted stock and unallocated shares owned by the ~~employee stock ownership plan ("ESOP").~~ESOP. The Company's diluted earnings 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 giving consideration to 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.

ESOP – The Company sponsors a leveraged ~~ESOP.~~ESOP; however, all ESOP debt was fully repaid during the year ended March 31, 2018. As shares ~~are~~were released, compensation expense iswas recorded equal to the then current market price of the shares and the shares ~~become~~became available for earnings per share calculations. The Company ~~records~~recorded cash dividends on unallocated shares as a reduction of debt and accrued interest. See Note 14 for further discussion.

New Accounting Pronouncements – –In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers", which created FASB Accounting Standards Codification ("~~ASU 2014-09"~~ASC") Topic 606 ("ASC 606"). ~~ASU 2014-09~~ASC 606 implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ~~ASU 2014-09~~ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ~~ASU 2014-09 is~~ASC 606 was effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017. The ~~adoption~~Company adopted ASC 606 on April 1, 2018 using the modified retrospective approach. Therefore, the comparative information for prior periods has not been adjusted and continues to be reported under superseded ASC 605. There was no cumulative effect adjustment as of ~~ASU 2014-09 is not expected~~April 1, 2018, and there were no material changes to ~~have a significant impact on~~the timing or amount of revenue recognized for the year ended March 31, 2019; however, additional disclosures were incorporated in the Notes to the Consolidated Financial Statements upon adoption. The majority of the Company's ~~consolidated~~revenue is comprised of interest income from financial ~~statements.~~

~~In August 2014,~~assets, which is explicitly excluded from the ~~FASB issued ASU 2014-15, "Presentation~~scope of ~~Financial Statements – Going Concern" ("ASU 2014-15"). ASU 2014-15 provides guidance in connection with preparing financial statements for each annual~~ASC 606. The Company elected to apply the practical expedient pursuant to ASC 606 and ~~interim reporting period for which~~therefore does not disclose information about remaining performance obligations that have an ~~entity's management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within~~original expected term of one year ~~after~~or less and allows the ~~date that~~Company to expense costs related to obtaining a contract as incurred when the ~~consolidated financial statements are issued (or within~~amortization period would have been one year ~~after the date that the consolidated financial statements are available to be issued when applicable). ASU 2014-15 is effective~~or less. See Note 18 for annual periods ending after December 15, 2016, and for interim periods within annual periods beginning after December 15, 2016. The adoption of ASU 2014-15 is not expected to have a significant impact on the Company's consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, "Income Statement – Extraordinary and Unusual Items" ("ASU 2015-01"). ASU 2015-01 eliminates the need to separately classify, present and disclose extraordinary events. The disclosure of events or transactions that are unusual or infrequent in nature will be included in other guidance. The amendments in ASU 2015-01 are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a significant impact on the Company's consolidated financial statements.additional discussion.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU 2016-01"). ASU 2016-01 generally requires equity investments – except those accounted for under the equity method of accounting or those that result in consolidation of the investee – to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU 2016-01 is intended to simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. ASU 2016-01 isalso eliminates certain disclosures related to the fair value of financial instruments and requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. ASU 2016-01 was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company ~~is currently evaluating the impact that the adoption of~~adopted this ASU on April 1, 2018. As required by ASU 2016-01, ~~will have on~~ the ~~Company's future consolidated financial statements.~~fair value disclosure for loans receivable was computed using an exit price notion and deposits with no stated maturity are no longer included in the fair value disclosures in Note 17.

In February 2016, the FASB issued ASU 2016-02, "Leases" ("ASU 2016-02"). ASU 2016-02 created FASB ASC Topic 842 ("ASC 842") related to leases and is intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities onin the balance sheet and disclosure of key information about leasing arrangements. The principal change required by ~~this~~ ASU 2016-02 relates to lessee accounting, and is that for operating leases, a lessee is required to (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position, (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term generally on a ~~generally~~ straight-line basis, and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 also changes disclosure requirements related to leasing activities and requires certain qualitative disclosures along with specific quantitative disclosures. ~~The amendments in~~ ASU 2016-02 ~~are~~is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early application of ~~the amendments in~~ ASU 2016-02 is permitted. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842) Targeted Improvements" ("ASU 2018-11"). The

amendments in this ASU provide entities with an additional (and optional) transition method to adopt ASU 2016-02. Under this new transition method, an

entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity's reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP. The Company will adopt the provisions of ASC 842 effective April 1, 2019 utilizing the transition method allowed under ASU 2018-11 and will not restate comparative periods. The Company will elect the package of practical expedients permitted under ASC 842's transition guidance, which allows the Company to carryforward its historical lease classifications and its assessment as to whether a contract is ~~currently evaluating the impact that~~or contains a lease. The Company will also elect to not recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. The Company expects the adoption of ~~ASU 2016-02~~ASC 842 will result in an increase in other assets and an increase in other liabilities of approximately $5.6 million. The Company does not expect the adoption of ASC 842 to have a material impact on ~~the Company's~~its future consolidated ~~financial statements.~~statements of income.

In ~~March~~June 2016, the FASB issued ASU ~~2016-09, "Improvements to Employee Share-Based Payment Accounting"~~2016-13, "Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments" ("ASU ~~2016-09"~~2016-13"). ASU ~~2016-09 includes provisions intended~~2016-13 replaces the existing incurred losses methodology for estimating allowances with a current expected credit losses methodology with respect to ~~simplify various aspects related~~most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held to ~~how share-based payments are accounted~~maturity investment securities and off-balance sheet commitments. In addition, ASU 2016-13 requires credit losses relating to available for sale debt securities to be recorded through an allowance for credit losses rather than as a reduction of carrying amount. ASU 2016-13 also changes the accounting for PCI debt securities and ~~presented~~loans. ASU 2016-13 retains many of the current disclosure requirements in GAAP and expands certain disclosure requirements. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Upon adoption, the Company expects a change in the ~~financial statements.~~processes and procedures to calculate the allowance for loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures for other-than-temporary impairment on investment securities available for sale will be replaced with an allowance approach. The Company is reviewing the requirements of ASU ~~2016-09~~2016-13 and has begun developing and implementing processes and procedures to ensure it is fully compliant with the amendments at the adoption date. At this time, management anticipates the allowance for loan losses will increase as a result of the implementation of ASU 2016-13; however, until its evaluation is complete, the magnitude of the increase will not be known.

In January 2017, the FASB issued ASU 2017-04, "Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). ASU 2017-04 simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual ~~periods, and~~or interim ~~periods within those annual periods,~~goodwill impairment tests in fiscal years beginning after December 15, ~~2016.~~2019. Early application of ASU 2017-04 is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The ~~Company is currently evaluating the impact that the~~ adoption of ASU ~~2016-09 will~~2017-04 is not expected to have a material impact on the Company's future consolidated financial statements.

~~Reclassification~~In March 2017, the FASB issued ASU 2017-08, "Receivables – Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"). ASU 2017-08 shortens the amortization period for certain callable debt securities held at a premium to the earliest call date. ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2017-08 is not expected to have a material impact on the Company's future consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, "Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"). ASU 2018-02 allows a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Tax Act") (see Note 13). The amount of the reclassification would be calculated on the basis of the difference between the historical and newly enacted tax rates for deferred tax liabilities and assets related to items within AOCI. ASU 2018-02 was effective for fiscal years beginning after December 15, 2018, and early adoption was permitted. ASU 2018-02 should be applied either in the period of adoption or retrospectively to each

period in which the effect of the change in the federal corporate tax rate is recognized. The Company elected to early adopt ASU 2018-02 and, as a result, reclassified $342,000 of stranded tax effects from AOCI to retained earnings in the fourth quarter of the fiscal year ended March 31, 2018.

In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU 2018-13"). ASU 2018-13 modifies the disclosure requirements for fair value measurements. The following disclosure requirements were removed from ASC Topic 820 – Fair Value Measurement: (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (2) the policy for timing of transfers between levels; and (3) the valuation processes for Level 3 fair value measurements. ASU 2018-13 clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. In addition, ASU 2018-13 adds new disclosure requirements for Level 3 measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for any removed or modified disclosures. The adoption of ASU 2018-13 is not expected to have a material impact on the Company's future consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" ("ASU 2018-15"). The amendments in ASU 2018-15 broaden the scope of ASC Subtopic 350-40 to include costs incurred to implement a hosting arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The costs are capitalized or expensed depending on the nature of the costs and the project stage during which they are incurred, consistent with the accounting for internal-use software costs. The amendments in ASU 2018-15 result in consistent capitalization of implementation costs of a hosting arrangement that is a service contract and implementation costs incurred to develop or obtain internal use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in ASU 2018-15. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of ASU 2018-15 is not expected to have a material impact on the Company's future consolidated financial statements.

Reclassifications – Certain prior ~~year~~period amounts have been reclassified to conform to the current ~~year~~period presentation; such reclassifications had no effect on previously reported net income or total shareholders' equity.

2.	RESTRICTED ASSETS

Regulations of the Board of Governors of the Federal Reserve System require that the Bank maintain minimum reserve balances either on hand or on deposit with the Federal Reserve Bank of San Francisco ("FRB"), based on a percentage of deposits. The amounts of such balances as of March 31, ~~2016~~2019 and ~~2015~~2018 were ~~$1.0~~$1.8 million and ~~$951,000,~~$1.7 million, respectively, which were in compliance with the minimum reserve requirements.

3.	BUSINESS COMBINATIONS

On February 17, 2017, the Company acquired certain assets and assumed certain liabilities of Merchants Bancorp and its wholly-owned subsidiary, MBank. MBank provided community banking services to individuals and businesses from banking offices in the Portland, Oregon metropolitan area. As a result of the MBank transaction, the Company has increased its presence in the Portland, Oregon metropolitan area and further diversified its loan, customer and deposit base. Total consideration paid under the MBank transaction consisted of $12.1 million in cash. There were no transfers of common stock or other equity instruments in connection with the MBank transaction, and the Company did not obtain any equity interests in Merchants Bancorp or MBank.

The acquired assets and assumed liabilities were recorded in the Company's consolidated balance sheets at their estimated fair values as of the February 17, 2017 transaction date, and the related results of operations have been included in the Company's consolidated statements of income since the transaction date. The excess of the consideration transferred over the fair value of the identifiable net assets acquired was recorded as goodwill. The goodwill arising from the transaction consists largely of the synergies and economies of scale expected from combining the operations of the Company and the acquired business.

In most instances, determining the estimated fair values of the acquired assets and assumed liabilities required the Company to estimate cash flows expected to result from those assets and liabilities and to discount those cash flows at the appropriate rate of interest. Differences may arise between contractually required payments and the expected cash flows at the acquisition date due to items such as estimated credit losses, prepayments or early withdrawals, and other factors. The most significant of those determinations related to the valuation of acquired loans. For such loans, the excess of cash flows expected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans. In accordance with GAAP, there was no carry-over of MBank's previously established allowance for loan losses. Goodwill is expected to be fully deductible for income tax purposes as, under the terms of the MBank transaction, the Company purchased certain assets and assumed certain liabilities of MBank but did not acquire any equity or other ownership interests.

The following table summarizes the fair value of consideration transferred, the estimated fair values of assets acquired and liabilities assumed as of the acquisition date, and the resulting goodwill relating to the transaction (in thousands):

	At February 17, 2017
	Book Value		Fair Value Adjustment			Estimated Fair Value

Cash consideration transferred						$	12,080

Recognized amounts of identifiable assets acquired and liabilities assumed
Identifiable assets acquired
Cash and cash equivalents	$	27,196	$	-			27,196
Loans receivable		115,283		(3,258	)		112,025
CDI		-		1,363			1,363
Premises and equipment		1,769		399			2,168
BOLI		2,113		-			2,113
Accrued interest receivable and other assets		431		90			521
Total identifiable assets acquired		146,792		(1,406	)		145,386

Liabilities assumed
Deposits		130,572		235			130,807
Junior subordinated debentures		5,155		(1,468	)		3,687
Accrued expenses and other liabilities		293		23			316
Total liabilities assumed		136,020		(1,210	)		134,810
Total identifiable net assets acquired	$	10,772	$	(196	)		10,576
Goodwill recognized						$	1,504

The acquired loan portfolio was valued using Level 3 inputs (see Note 17) and included the use of present value techniques (including cash flow estimates) and incorporated assumptions that the Company believes marketplace participants would use in estimating fair values.

The operating results of the Company for the years ended March 31, 2019, 2018 and 2017 included operating results produced by the MBank transaction for the years ended March 31, 2019 and 2018 and the period from February 17, 2017 to March 31, 2017, respectively. Disclosure of the amount of MBank's revenue and net income (excluding integration costs) included in the Company's consolidated statements of income is impracticable due to the integration of the operations and accounting for the transaction.

For illustrative purposes only, the following table presents certain unaudited pro forma information for the years ended March 31, 2017 and 2016. This unaudited estimated pro forma financial information was calculated as if MBank had been acquired as of the beginning of the year prior to the date of acquisition. This unaudited pro forma information combines the historical results of MBank with the Company's consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the transaction occurred as of the beginning of the year prior to the acquisition. The unaudited pro forma information does not consider any changes to the provision for credit losses resulting from recording loan assets at fair value. Additionally, the Company expects to achieve further operating cost savings and other business synergies, including revenue growth as a result of the transaction, which are not reflected in the pro forma amounts that follow. As a result, actual amounts would have differed from the unaudited pro forma information presented (in thousands):

	For the Year Ended March 31,
Unaudited Pro Forma	2017		2016

Total revenues (net interest income plus non-interest income)	$	49,290	$	45,261
Net income		9,277		8,260

The following table shows the impact of the acquisition-related expenses related to the MBank transaction for the year ended March 31, 2017 to the various components of noninterest expense (in thousands):

Salaries and employee benefits	$	26
Occupancy and depreciation		6
Data processing		63
Professional fees		653
Total impact of acquisition related costs to noninterest expense	$	748

4.	INVESTMENT SECURITIES

The amortized cost and approximate fair value of investment securities consisted of the following at the dates indicated (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
March 31, 2016
March 31, 2019
Available for sale:
Trust preferred	$	1,919	$	-	$	(111	)	$	1,808
Municipal securities											$	8,885	$	30	$	(34	)	$	8,881
Agency securities		19,520		63		(14	)		19,569			12,426		22		(107	)		12,341
Real estate mortgage investment conduits ⁽¹⁾		43,293		632		(1	)		43,924			40,835		-		(673	)		40,162
Mortgage-backed securities ⁽¹⁾		75,404		980		(31	)		76,353
Residential mortgage-backed securities ⁽¹⁾												77,402		7		(1,588	)		75,821
Other mortgage-backed securities ⁽²⁾		8,875		185		(24	)		9,036			42,133		12		(1,124	)		41,021
Total available for sale	$	149,011	$	1,860	$	(181	)	$	150,690		$	181,681	$	71	$	(3,526	)	$	178,226

Held to maturity:
Mortgage-backed securities ⁽³⁾	$	75	$	1	$	-		$	76
Residential mortgage-backed securities ⁽³⁾											$	35	$	-	$	-		$	35

⁽¹⁾ Comprised of FHLMC, Federal National Mortgage Association ("FNMA") and Ginnie Mae ("GNMA") issued securities.										⁽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.										⁽²⁾ Comprised of U.S. Small Business Administration ("SBA") issued securities and commercial real estate ("CRE") secured securities issued by FNMA.
⁽³⁾ Comprised of FHLMC and FNMA issued securities.										⁽³⁾ Comprised of FHLMC and FNMA issued securities.

March 31, 2015

Available for sale:
Trust preferred $ 1,919 $ - $ (107 ) $ 1,812
Agency securities 14,008 38 (107 ) 13,939
Real estate mortgage investment conduits ⁽³⁾
22,455 255 (1 ) 22,709
Mortgage-backed securities ⁽¹⁾
67,568 1,006 (60 ) 68,514
Other mortgage-backed securities ⁽²⁾
5,359 142 (12 ) 5,489
Total available for sale $ 111,309 $ 1,441 $ (287 ) $ 112,463

Held to maturity:
Mortgage-backed securities ⁽³⁾
$ 86 $ 2 $ - $ 88

⁽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.

⁽³⁾ Comprised of FHLMC and FNMA issued securities.

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
March 31, 2018
Available for sale:
Municipal securities	$	9,041	$	-	$	(309	)	$	8,732
Agency securities		22,412		1		(311	)		22,102
Real estate mortgage investment conduits ⁽¹⁾		48,310		-		(1,355	)		46,955
Residential mortgage-backed securities ⁽¹⁾		91,786		3		(2,715	)		89,074
Other mortgage-backed securities ⁽²⁾		47,878		1		(1,521	)		46,358
Total available for sale	$	219,427	$	5	$	(6,211	)	$	213,221

Held to maturity:
Residential mortgage-backed securities ⁽³⁾	$	42	$	1	$	-		$	43

⁽¹⁾ Comprised of FHLMC, FNMA and GNMA issued securities.
⁽²⁾ Comprised of SBA issued securities and CRE secured securities issued by FNMA.
⁽³⁾ Comprised of FHLMC and FNMA issued securities.

The contractual maturities of investment securities as of March 31, ~~2016~~2019 are as follows (in thousands):

		Available for Sale				Held to Maturity			Available for Sale				Held to Maturity
		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less									$	4,961	$	4,949	$	-	$	-
Due after one year through five years	$	18,982	$	19,097	$	-	$	-		8,585		8,505		32		32
Due after five years through ten years		17,418		17,631		66		67		48,050		47,373		-		-
Due after ten years		112,611		113,962		9		9		120,085		117,399		3		3
Total	$	149,011	$	150,690	$	75	$	76	$	181,681	$	178,226	$	35	$	35

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 fair value of temporarily impaired investment securities, the amount of unrealized losses and the length of time these unrealized losses existed are as follows at the dates indicated (in thousands):

	Less than 12 months					12 months or longer					Total						Less than 12 months					12 months or longer					Total
	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses				Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
March 31, 2016
March 31, 2019

Available for sale:
Trust preferred	$	-	$	-		$	1,808	$	(111	)	$	1,808	$	(111	)
Municipal securities																	$	-	$	-		$	6,554	$	(34	)	$	6,554	$	(34	)
Agency securities		5,508		(6	)		4,991		(8	)		10,499		(14	)			-		-			6,861		(107	)		6,861		(107	)
Real estate mortgage investment conduits ⁽¹⁾		1,636		(1	)		-		-			1,636		(1	)			-		-			40,126		(673	)		40,126		(673	)
Mortgage-backed securities ⁽²⁾		831		(10	)		3,051		(21	)		3,882		(31	)
Other mortgage-backed securities ⁽³⁾		1,891		(6	)		1,229		(18	)		3,120		(24	)
Residential mortgage-backed securities ⁽¹⁾																		-		-			74,288		(1,588	)		74,288		(1,588	)
Other mortgage-backed securities ⁽²⁾																		-		-			40,409		(1,124	)		40,409		(1,124	)
Total available for sale	$	9,866	$	(23	)	$	11,079	$	(158	)	$	20,945	$	(181	)		$	-	$	-		$	168,238	$	(3,526	)	$	168,238	$	(3,526	)

March 31, 2018

Available for sale:
Municipal securities																	$	6,626	$	(236	)	$	2,106	$	(73	)	$	8,732	$	(309	)
Agency securities																		5,301		(112	)		15,797		(199	)		21,098		(311	)
Real estate mortgage investment conduits ⁽¹⁾																		31,922		(774	)		14,983		(581	)		46,905		(1,355	)
Residential mortgage-backed securities ⁽¹⁾																		50,941		(1,192	)		37,823		(1,523	)		88,764		(2,715	)
Other mortgage-backed securities ⁽²⁾																		16,355		(382	)		29,351		(1,139	)		45,706		(1,521	)
Total available for sale																	$	111,145	$	(2,696	)	$	100,060	$	(3,515	)	$	211,205	$	(6,211	)

⁽¹⁾ Comprised of FHLMC, FNMA and GNMA issued securities.																⁽¹⁾ Comprised of FHLMC, FNMA and GNMA issued securities.
⁽²⁾ Comprised of SBA and CRE secured securities issued by FNMA.																⁽²⁾ Comprised of SBA and CRE secured securities issued by FNMA.

March 31, 2015

Available for sale:
Trust preferred $ - $ - $ 1,812 $ (107 ) $ 1,812 $ (107 )
Agency securities - - 12,893 (107 ) 12,893 (107 )
Real estate mortgage investment conduits ⁽¹⁾
1,323 (1 ) - - 1,323 (1 )
Mortgage-backed securities ⁽²⁾
- - 5,098 (60 ) 5,098 (60 )
Other mortgage-backed securities ⁽³⁾
- - 1,417 (12 ) 1,417 (12 )
Total available for sale $ 1,323 $ (1 ) $ 21,220 $ (286 ) $ 22,543 $ (287 )

⁽¹⁾ Comprised of FHLMC issued securities.

⁽²⁾ Comprised of FHLMC and FNMA issued securities.

⁽³⁾ Comprised of SBA issued securities.

At March 31, 2016, the Company had a single collateralized debt obligation which is secured by a pool of trust preferred securities issued by 15 other bank holding companies. The Company holds the mezzanine tranche of this security. All tranches senior to the mezzanine tranche have been repaid by the issuer. Four of the issuers of trust preferred securities in this pool have defaulted (representing 51% of the remaining collateral, including excess collateral), and one other issuer is currently deferring interest payments (representing 2% of the remaining collateral). The Company has estimated an expected default rate of 44% for its portion of this security. The expected default rate was estimated based primarily on an analysis of the financial condition of the underlying issuers. The Company estimates that a default rate of 75% would trigger OTTI of this security. The Company utilized a discount rate of 10% to estimate the fair value of this security. There was no excess subordination on this security.

During the year ended March 31, 2016, the Company determined that there was no OTTI charge on this collateralized debt obligation. The Company does not intend to sell this security and it is not more likely than not that the Company will be required to sell the security before the anticipated recovery of the remaining amortized cost basis.

To determine the component of gross OTTI related to credit losses, the Company compared the amortized cost basis of the collateralized debt obligation to the present value of the revised expected cash flows, discounted using the current pre-impairment yield. The revised expected cash flow estimates are based primarily on an analysis of default rates, prepayment speeds and third-party analytical reports. Significant judgment of management is required in this analysis that includes, but is not limited to, assumptions regarding the ultimate collectability of principal and interest on the underlying collateral.

The unrealized losses on the Company's investment securities were primarily attributable to increases in market interest rates subsequent to their purchase by the Company. The Company expects the fair value of these securities to recover as the securities approach their maturity dates or sooner if market yields for such securities decline. The Company does not believe that these securities are other than temporarily impaired because of their credit quality or related to any issuer or industry specific event. Based on management's evaluation and intent, the unrealized losses related to the investment securities in the above tables are considered temporary.

The Company had no sales and realized no gains or losses on sales of investment securities for the years ended March 31, ~~2016~~2019 and ~~2014. Proceeds from sales of investment securities available for sale totaled $16.8 million for the year ended March 31, 2015.~~2018. Gross realized gains on sales of investment securities available for sale totaled ~~$158,000~~$82,000 for the year ended March 31, ~~2015. The gross realized gain of $158,000 was~~2017 and were recorded in other non-interest income in the 2017 consolidated statement of ~~income for the year ended March 31, 2015.~~income. The ~~related~~ income tax of ~~$54,000~~$29,000 related to these realized gains was recorded in the provision for income taxes in the consolidated statement of income for the year ended March 31, ~~2015.~~ 2017.

Investment securities available for sale with an amortized cost of ~~$10.2~~$5.8 million and ~~$4.3~~$3.7 million and a fair value of ~~$10.3~~$5.7 million and ~~$4.3~~$3.6 million at March 31, ~~2016~~2019 and 2015, respectively, were pledged as collateral for government public funds held by the Bank. Investment securities held to maturity with an amortized cost of $23,000 and $27,000 and a fair value of $24,000 and $27,000 at March 31, 2016 and 2015,2018, respectively, were pledged as collateral for government public funds held by the Bank.

4.5.	LOANS RECEIVABLE

Loans receivable at March 31, ~~2016~~2019 and ~~2015~~2018 are reported net of deferred loan fees totaling ~~$2.7~~$4.0 million and $3.6 million, respectively. Loans receivable are also reported net of discounts and premiums, totaling $1.5 million and $1.8 million, respectively, as of March 31, 2019, compared to $2.2 million ~~respectively.~~and $2.0 million, respectively, as of March 31, 2018. Loans receivable, excluding loans held for sale, consisted of the following at the dates indicated (in thousands):

March 31, 2016 March 31, 2015
Commercial and construction
Commercial business $ 69,397 $ 77,186
Commercial real estate 353,749 299,691
Land 12,045 15,358
Multi-family 33,733 30,457
Real estate construction 26,731 30,498
Total commercial and construction 495,655 453,190

Consumer
Real estate one-to-four family 88,780 89,801
Other installment ⁽¹⁾
40,384 36,781
Total consumer 129,164 126,582

Total loans 624,819 579,772

Less: Allowance for loan losses 9,885 10,762
Loans receivable, net $ 614,934 $ 569,010

⁽¹⁾ Consists primarily of purchased automobile loans totaling $37.4 million and $34.7 million at March 31, 2016 and 2015, respectively.

	March 31, 2019		March 31, 2018
Commercial and construction
Commercial business	$	162,796	$	137,672
Commercial real estate		461,432		450,597
Land		17,027		15,337
Multi-family		51,570		63,080
Real estate construction		90,882		39,584
Total commercial and construction		783,707		706,270

Consumer
Real estate one-to-four family		84,053		90,109
Other installment ⁽¹⁾		8,356		14,997
Total consumer		92,409		105,106

Total loans		876,116		811,376

Less: Allowance for loan losses		11,457		10,766
Loans receivable, net	$	864,659	$	800,610

⁽¹⁾ Consists primarily of purchased automobile loans totaling $5.8 million and $12.9 million at March 31, 2019 and 2018, respectively.

The Company's loan portfolio includes originated and purchased loans. Originated loans and purchased loans for which there was no evidence of credit deterioration at their acquisition date and for which it was probable that the Company would be able to collect all contractually required payments, are referred to collectively as "loans". The Company originates commercial business, commercial real estate, land, multi-family real estate, real estate construction, residential real estate and other consumer loans. At March 31, ~~2016~~2019 and ~~2015,~~2018, the Company had no loans to foreign domiciled businesses or foreign countries, or loans related to highly leveraged transactions. Substantially all of the mortgage loans in the Company's loan portfolio are secured by properties located in Washington and Oregon, and accordingly, the ultimate collectibility of a substantial portion of the Company's loan portfolio is susceptible to changes in the local economic conditions in these markets. Loans and extensions of credit outstanding at one time to one borrower are generally limited by federal regulations to 15% of the Bank's shareholders' equity, excluding ~~accumulated other comprehensive income (loss).~~AOCI. The Company considers its loan portfolio to have very little exposure to sub-prime mortgage loans since the Company has not historically engaged in this type of lending. At March 31, ~~2016,~~2019, loans carried at ~~$424.5~~$513.3 million were pledged as collateral to the FHLB and FRB for borrowing arrangements.

Aggregate loans to officers and directors, all of which are current, consist of the following for the periods indicated (in thousands):

	Year Ended March 31,									Year Ended March 31,
	2016			2015			2014			2019			2018			2017
Beginning balance	$	1,233		$	854		$	1,609		$	981		$	859		$	841
Originations		53			511			-			359			526			228
Principal repayments		(445	)		(132	)		(755	)		(562	)		(404	)		(210	)
Ending balance	$	841		$	1,233		$	854		$	778		$	981		$	859

Loan segment risk characteristics: The Company considers its loan classes to be the same as its loan segments. The following are loan segment risk characteristics of the Company's loan portfolio:

Commercial business – Commercial business loans are primarily made based on the operating cash flows of the borrower or conversion of working capital assets to cash and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers may be volatile and the value of the collateral securing these loans may be difficult to measure. Most commercial business loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and generally include a personal guarantee based on a review of personal financial statements. The Company will extend some short-term loans on an unsecured basis to highly qualified borrowers. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable or other business assets, the liquidation of collateral in the event of a borrower default is often an insufficient source of repayment, because accounts receivable may be uncollectible and inventories and equipment may be obsolete or of limited use. Accordingly, the repayment of a commercial business loan depends primarily on the credit-worthiness of the borrower (and any guarantors), while the liquidation of collateral is a secondary and potentially insufficient source of repayment. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the management of the business and the credit-worthiness of the borrowers and the guarantors.

Commercial real estate – The Company originates commercial real estate loans within its primary market areas secured by properties such as office buildings, warehouse/industrial, retail, assisted living, single purpose facilities, and other commercial properties. These are cash flow loans that share characteristics of both real estate and commercial business loans. The primary source of repayment is cash flow from the operation of the collateral property and secondarily through liquidation of the collateral. These loans are generally higher risk than other classifications of loans in that they typically involve higher loan amounts, are dependent on the management experience of the owners, and may be adversely affected by conditions in the real estate market or the economy. Owner-occupied commercial real estate loans are generally of lower credit risk than non-owner occupied commercial real estate loans as the borrowers' businesses are likely dependent on the properties. Underwriting for these loans is primarily dependent on the repayment capacity derived from the operation of the occupying business rather than rents paid by ~~third parties.~~third-parties. The Company attempts to mitigate these risks by generally limiting the maximum loan-to-value ratio to 65%-80% depending on the property type and scrutinizing the financial condition of the borrower, the quality of the collateral and the management of the property securing the ~~loan~~loan.

Land – The Company has historically originated loans for the acquisition of raw land upon which the purchaser can then build or make improvements necessary to build or sell as improved lots. Currently, the Company is originating new land loans on a limited basis. Loans secured by undeveloped land or improved lots involve greater risks than one-to-four family residential mortgage loans because these loans are more difficult to evaluate. If the estimate of value proves to be inaccurate, in the event of default or foreclosure, the Company may incur a loss. The Company attempts to minimize this risk by generally limiting the maximum loan-to-value ratio on raw land loans to 65% and on improved land loans to 75%.

Multi-family – The Company originates loans secured by multi-family dwelling units (more than four units). These loans involve a greater degree of risk than one-to-four family residential mortgage loans as these loans are usually greater in amount, dependent on the cash flow capacity of the project, and ~~they~~ are more difficult to evaluate and monitor. Repayment of loans secured by multi-family properties typically ~~depend~~depends on the successful operation and management of the properties. Consequently, repayment of such loans may be affected by adverse conditions in the real estate market or economy. The Company attempts to mitigate these risks by thoroughly evaluating the global financial condition of the borrower, the management experience of the borrower, and the quality of the collateral property securing the loan.

Real estate construction- – The Company originates construction loans for one-to-four family residential, multi-family, and commercial real estate properties. The one-to-four family residential construction loans include construction of consumer custom homes whereby the home buyer is the borrower as well as speculative and presold loans for home builders. Speculative one-to four-family construction loans are loans for which the home builder does not have, at the time of the loan origination, a signed contract with a home buyer who has a commitment for permanent financing with the Company or another lender for the finished home. The home buyer may be identified either during or after the construction period. Multi-family construction loans are originated to construct apartment buildings and condominium projects. Commercial construction loans are originated to construct properties such as office buildings, retail rental space and mini-storage facilities, and assisted living facilities. All construction loans are ~~short term~~short-term and generally the rate is variable in nature. Construction lending can involve a higher level of risk than other types of lending because funds are advanced based on a prospective value of the project at completion, the total estimated construction cost of the project, and the borrowers' equity at risk. Additionally, the repayment of the loan is conditional on the success of the ultimate project which is subject to interest rate changes, governmental regulations, general economic conditions and the ability of the borrower to sell or lease the property or refinance the indebtedness. If the Company's estimate of the value of a project at completion proves to be overstated, it may have inadequate security for repayment of the loan and may incur a loss if the borrower does not repay the loan. Projects may also be jeopardized by disagreements between borrowers and builders and by the failure of builders to pay subcontractors. Loans to construct homes for which no purchaser has been identified carry more risk because the payoff for the loan depends on the builder's ability to sell the property prior to the time that the construction loan is due. Although the nature of real estate construction loans is such that they are generally more difficult to evaluate and monitor, the Company attempts to closely monitor the construction project by on-site inspections. The Company also attempts to mitigate the risks of construction lending by adhering to its underwriting policies, disbursement procedures and monitoring practices.

Real estate one-to-four family – The Company originates both fixed-rate and adjustable-rate loans secured by one- to-four family residences located in its primary market areas. The majority of the fixed-rate one-to-four family loans are sold in the secondary market for asset/liability management purposes and to generate non-interest income. The Company's lending policies generally limit the maximum loan-to-value on one-to-four family loans to 80% of the lesser of the appraised value or the purchase price. However, the Company usually obtains private mortgage insurance on the portion of the principal amount that exceeds 80% of the appraised value of the property. Terms of maturity typically range from 15 to 30 years. The Company also originates home equity lines of credit and second mortgage loans. Home equity lines of credit and second mortgage loans have a greater credit risk than one-to-four family residential mortgage loans because they are secured by mortgages subordinated to the existing first mortgage on the property, which may or may not be held by the Company. The Company attempts to mitigate residential lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower.

Other installment – The Company originates other consumer loans, which include automobile, ~~loans,~~ boat, ~~loans,~~ motorcycle, ~~loans,~~ recreational vehicle, ~~loans,~~ savings account ~~loans~~ and unsecured loans. As of March 31, ~~2016~~2019 and ~~2015,~~2018, other installment loans primarily consist of purchased automobile loans. These purchased automobile loans ~~are~~were originated through a single dealership group located outside the Company's primary market area. The collateral for these purchased automobile loans is comprised of a mix of used automobiles. These loans ~~are~~were purchased with servicing retained by the seller. Other consumer loans generally have shorter terms to maturity than mortgage loans. Other consumer loans generally involve a greater degree of risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the credit-worthiness of the borrower.

5.6.	ALLOWANCE FOR LOAN LOSSES

The following tables present a reconciliation of the allowance for loan losses for the periods indicated (in thousands):

March 31, 2016 Commercial Business Commercial Real Estate Land Multi-Family Real Estate Construction Consumer Unallocated Total

Beginning balance $ 1,263 $ 4,268 $ 539 $ 348 $ 769 $ 2,548 $ 1,027 $ 10,762
Provision for (recapture
of) loan losses
(245 ) 5 (545 ) 364 (359 ) (51 ) (319 ) (1,150 )
Charge-offs - - - - - (274 ) - (274 )
Recoveries 30 - 331 - 6 180 - 547
Ending balance $ 1,048 $ 4,273 $ 325 $ 712 $ 416 $ 2,403 $ 708 $ 9,885

March 31, 2015
March 31, 2019																							Commercial Business		Commercial Real Estate			Land		Multi- Family			Real Estate Construction		Consumer			Unallocated			Total

Beginning balance	$	2,409		$	5,269		$	340		$	203	$	387	$	2,653		$	1,290		$	12,551		$	1,668	$	4,914		$	220	$	822		$	618	$	1,809		$	715		$	10,766
Provision for (recapture of) loan losses		(1,060	)		(768	)		(72	)		145		382		(164	)		(263	)		(1,800	)		139		(685	)		34		(94	)		839		(178	)		(5	)		50
Charge-offs		(120	)		(233	)		-			-		-		(111	)		-			(464	)		-		-			-		-			-		(291	)		-			(291	)
Recoveries		34			-			271			-		-		170			-			475			1		824			-		-			-		107			-			932
Ending balance	$	1,263		$	4,268		$	539		$	348	$	769	$	2,548		$	1,027		$	10,762		$	1,808	$	5,053		$	254	$	728		$	1,457	$	1,447		$	710		$	11,457

March 31, 2018

Beginning balance	$	1,418	$	5,084		$	228		$	297	$	714		$	2,099		$	688	$	10,528
Provision for (recapture of) loan losses		10		(156	)		(301	)		525		(96	)		(9	)		27		-
Charge-offs		-		(68	)		-			-		-			(340	)		-		(408	)
Recoveries		240		54			293			-		-			59			-		646
Ending balance	$	1,668	$	4,914		$	220		$	822	$	618		$	1,809		$	715	$	10,766

March 31, 2014

Beginning balance $ 2,128 $ 5,979 $ 2,019 $ 541 $ 221 $ 2,949 $ 1,806 $ 15,643
Provision for (recapture
of) loan losses
95 (417 ) (2,439 ) (338 ) 173 (258 ) (516 ) (3,700 )
Charge-offs (340 ) (316 ) (90 ) - (11 ) (349 ) - (1,106 )
Recoveries 526 23 850 - 4 311 - 1,714
Ending balance $ 2,409 $ 5,269 $ 340 $ 203 $ 387 $ 2,653 $ 1,290 $ 12,551

March 31, 2017

Beginning balance	$	1,048		$	4,273		$	325		$	712		$	416	$	2,403		$	708		$	9,885
Provision for (recapture of) loan losses		(121	)		926			(558	)		(415	)		298		(110	)		(20	)		-
Charge-offs		(1	)		(117	)		-			-			-		(340	)		-			(458	)
Recoveries		492			2			461			-			-		146			-			1,101
Ending balance	$	1,418		$	5,084		$	228		$	297		$	714	$	2,099		$	688		$	10,528

The following tables present an analysis of loans receivable and the allowance for loan losses, based on impairment methodology, at the dates indicated (in thousands):

	Allowance for Loan Losses						Recorded Investment in Loans
March 31, 2019	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total		Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total

Commercial business	$	-	$	1,808	$	1,808	$	160	$	162,636	$	162,796
Commercial real estate		-		5,053		5,053		2,482		458,950		461,432
Land		-		254		254		728		16,299		17,027
Multi-family		-		728		728		1,598		49,972		51,570
Real estate construction		-		1,457		1,457		-		90,882		90,882
Consumer		22		1,425		1,447		697		91,712		92,409
Unallocated		-		710		710		-		-		-
Total	$	22	$	11,435	$	11,457	$	5,665	$	870,451	$	876,116

Allowance for Loan Losses Recorded Investment in Loans
March 31, 2016 Individually Evaluated for Impairment Collectively Evaluated for Impairment Total Individually Evaluated for Impairment Collectively Evaluated for Impairment Total

Commercial business $ - $ 1,048 $ 1,048 $ 192 $ 69,205 $ 69,397
Commercial real estate - 4,273 4,273 9,802 343,947 353,749
Land - 325 325 801 11,244 12,045
Multi-family - 712 712 1,731 32,002 33,733
Real estate construction - 416 416 - 26,731 26,731
Consumer 110 2,293 2,403 1,678 127,486 129,164
Unallocated - 708 708 - - -
Total $ 110 $ 9,775 $ 9,885 $ 14,204 $ 610,615 $ 624,819

March 31, 2015

Commercial business $ - $ 1,263 $ 1,263 $ 1,091 $ 76,095 $ 77,186
Commercial real estate - 4,268 4,268 15,939 283,752 299,691
Land - 539 539 801 14,557 15,358
Multi-family - 348 348 1,922 28,535 30,457
Real estate construction - 769 769 - 30,498 30,498
Consumer 147 2,401 2,548 2,622 123,960 126,582
Unallocated - 1,027 1,027 - - -
Total $ 147 $ 10,615 $ 10,762 $ 22,375 $ 557,397 $ 579,772

March 31, 2018

Commercial business	$	-	$	1,668	$	1,668	$	1,004	$	136,668	$	137,672
Commercial real estate		-		4,914		4,914		2,883		447,714		450,597
Land		-		220		220		763		14,574		15,337
Multi-family		-		822		822		1,644		61,436		63,080
Real estate construction		-		618		618		-		39,584		39,584
Consumer		69		1,740		1,809		1,428		103,678		105,106
Unallocated		-		715		715		-		-		-
Total	$	69	$	10,697	$	10,766	$	7,722	$	803,654	$	811,376

Changes in the allowance for unfunded loan commitments were as follows for the ~~periods~~years indicated (in thousands):

Year Ended March 31,
2016 2015 2014
Beginning balance $ 259 $ 294 $ 229
Net change in allowance for unfunded loan commitments 65 (35 ) 65
Ending balance $ 324 $ 259 $ 294

	Year Ended March 31,
	2019			2018		2017
Beginning balance	$	480		$	388	$	324
Net change in allowance for unfunded loan commitments		(11	)		92		64
Ending balance	$	469		$	480	$	388

The following tables present an analysis of loans by aging category at the dates indicated (in thousands):

March 31, 2016	30-89 Days Past Due		90 Days and Greater Past Due		Non-accrual		Total Past Due and Non- accrual		Current		Total Loans Receivable
March 31, 2019													30-89 Days Past Due		90 Days and Greater Past Due		Non-accrual		Total Past Due and Non- accrual		Current		Total Loans Receivable

Commercial business	$	-	$	-	$	-	$	-	$	69,397	$	69,397	$	-	$	-	$	225	$	225	$	162,571	$	162,796
Commercial real estate		-		-		1,559		1,559		352,190		353,749		-		-		1,081		1,081		460,351		461,432
Land		-		-		801		801		11,244		12,045		-		-		-		-		17,027		17,027
Multi-family		-		-		-		-		33,733		33,733		-		-		-		-		51,570		51,570
Real estate construction		-		-		-		-		26,731		26,731		-		-		-		-		90,882		90,882
Consumer		611		20		334		965		128,199		129,164		345		3		210		558		91,851		92,409
Total	$	611	$	20	$	2,694	$	3,325	$	621,494	$	624,819	$	345	$	3	$	1,516	$	1,864	$	874,252	$	876,116

March 31, 2015
March 31, 2018

Commercial business	$	359	$	-	$	-	$	359	$	76,827	$	77,186	$	7	$	-	$	178	$	185	$	137,487	$	137,672
Commercial real estate		225		-		3,291		3,516		296,175		299,691		-		-		1,200		1,200		449,397		450,597
Land		-		-		801		801		14,557		15,358		-		-		763		763		14,574		15,337
Multi-family		-		-		-		-		30,457		30,457		-		-		-		-		63,080		63,080
Real estate construction		-		-		-		-		30,498		30,498		-		-		-		-		39,584		39,584
Consumer		902		-		1,226		2,128		124,454		126,582		513		-		277		790		104,316		105,106
Total	$	1,486	$	-	$	5,318	$	6,804	$	572,968	$	579,772	$	520	$	-	$	2,418	$	2,938	$	808,438	$	811,376

Interest income foregone on non-accrual loans was ~~$112,000, $433,000~~$94,000, $102,000 and ~~$949,000~~$81,000 for the years ended March 31, ~~2016, 2015~~2019, 2018 and ~~2014,~~2017, respectively.

Credit quality indicators: The Company monitors credit risk in its loan portfolio using a risk rating system (on a scale of one to nine) for all commercial (non-consumer) loans. The risk rating system is a measure of the credit risk of the borrower based on their historical, current and anticipated future financial characteristics. The Company assigns a risk rating to each commercial loan at origination and subsequently updates these ratings, as necessary, so that the risk rating continues to reflect the appropriate risk characteristics of the loan. Application of appropriate risk ratings is key to management of loan portfolio risk. In determining the appropriate risk rating, the Company considers the following factors: delinquency, payment history, quality of management, liquidity, leverage, earnings trends, alternative funding sources, geographic risk, industry risk, cash flow adequacy, account practices, asset protection and extraordinary risks. Consumer loans, including custom construction loans, are not assigned a risk rating but rather are grouped into homogeneous pools with similar risk characteristics. When a consumer loan is delinquent 90 days, it is placed on non-accrual status and assigned a substandard risk rating. Loss factors are assigned to each risk rating and homogeneous pool based on historical loss experience for similar loans. This historical loss experience is adjusted for qualitative factors that are likely to cause the estimated credit losses to differ from the Company's historical loss experience. The Company uses these loss factors to estimate the general component of its allowance for loan losses.

Pass – These loans have a risk rating between 1 and 4 and are to borrowers that meet normal credit standards. Any deficiencies in satisfactory asset quality, liquidity, debt servicing capacity and coverage are offset by strengths in other areas. The borrower currently has the capacity to perform according to the loan terms. Any concerns about risk factors such as stability of margins, stability of cash flows, liquidity, dependence on a single product/supplier/customer, depth of management, etc. are offset by ~~strength~~strengths in other areas. Typically, these loans are secured by the operating assets of the borrower and/or real estate. The borrower's management is considered competent. The borrower has the ability to repay the debt in the normal course of business.

Watch – These loans have a risk rating of 5 and are included in the "pass" rating. However, there would typically be some reason for additional management oversight, such as the borrower's recent financial setbacks and/or deteriorating financial position, industry concerns and failure to perform on other borrowing obligations. Loans with this rating are monitored closely in an effort to correct deficiencies.

Special mention – These loans have a risk rating of 6 and are rated in accordance with regulatory guidelines. These loans have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the credit position at some future date. These loans pose elevated risk but their weakness does not yet justify a ~~"Substandard"~~"substandard" classification.

Substandard – These loans have a risk rating of 7 and are rated in accordance with regulatory guidelines, for which the accrual of interest may or may not be discontinued. By definition under regulatory guidelines, a "substandard" loan has defined weaknesses which make payment default or principal exposure likely but not yet certain. Repayment of such loans is likely to be dependent upon collateral liquidation, a secondary source of repayment, or an event outside of the normal course of business.

Doubtful – These loans have a risk rating of 8 and are rated in accordance with regulatory guidelines. Such loans are placed on non-accrual status and repayment may be dependent upon collateral which has value that is difficult to determine or upon some near-term event which lacks certainty.

Loss – These loans have a risk rating of 9 and are rated in accordance with regulatory guidelines. Such loans are charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. "Loss" is not intended to imply that the loan or some portion of it will never be paid, nor does it in any way imply that there has been a forgiveness of debt.

The following tables present an analysis of loans by credit quality indicators at the dates indicated (in thousands):

March 31, 2016	Pass		Special Mention		Substandard		Doubtful		Loss		Total Loans Receivable
March 31, 2019													Pass		Special Mention		Substandard		Doubtful		Loss		Total Loans Receivable

Commercial business	$	68,221	$	813	$	363	$	-	$	-	$	69,397	$	159,997	$	840	$	1,959	$	-	$	-	$	162,796
Commercial real estate		343,306		7,659		2,784		-		-		353,749		454,013		4,030		3,389		-		-		461,432
Land		9,760		1,484		801		-		-		12,045		16,299		-		728		-		-		17,027
Multi-family		33,721		-		12		-		-		33,733		51,093		457		20		-		-		51,570
Real estate construction		26,731		-		-		-		-		26,731		90,882		-		-		-		-		90,882
Consumer		128,830		-		334		-		-		129,164		92,199		-		210		-		-		92,409
Total	$	610,569	$	9,956	$	4,294	$	-	$	-	$	624,819	$	864,483	$	5,327	$	6,306	$	-	$	-	$	876,116

March 31, 2015
March 31, 2018

Commercial business	$	75,643	$	977	$	566	$	-	$	-	$	77,186	$	132,309	$	1,976	$	3,387	$	-	$	-	$	137,672
Commercial real estate		277,156		15,570		6,965		-		-		299,691		440,123		7,489		2,985		-		-		450,597
Land		11,665		2,892		801		-		-		15,358		14,574		-		763		-		-		15,337
Multi-family		28,508		14		1,935		-		-		30,457		60,879		2,190		11		-		-		63,080
Real estate construction		28,670		-		1,828		-		-		30,498		39,584		-		-		-		-		39,584
Consumer		125,356		-		1,226		-		-		126,582		104,829		-		277		-		-		105,106
Total	$	546,998	$	19,453	$	13,321	$	-	$	-	$	579,772	$	792,298	$	11,655	$	7,423	$	-	$	-	$	811,376

Impaired loans: The following tables present the total and average recorded investment in impaired loans at the dates and for the ~~periods~~years indicated (in thousands):

March 31, 2019	Recorded Investment with No Specific Valuation Allowance		Recorded Investment with Specific Valuation Allowance		Total Recorded Investment		Unpaid Principal Balance		Related Specific Valuation Allowance

Commercial business	$	160	$	-	$	160	$	182	$	-
Commercial real estate		2,482		-		2,482		3,424		-
Land		728		-		728		766		-
Multi-family		1,598		-		1,598		1,709		-
Consumer		281		416		697		807		22
Total	$	5,249	$	416	$	5,665	$	6,888	$	22
March 31, 2018
Commercial business	$	1,004	$	-	$	1,004	$	1,062	$	-
Commercial real estate		2,883		-		2,883		3,816		-
Land		763		-		763		790		-
Multi-family		1,644		-		1,644		1,765		-
Consumer		294		1,134		1,428		1,544		69
Total	$	6,588	$	1,134	$	7,722	$	8,977	$	69

March 31, 2016 Recorded Investment with No Specific Valuation Allowance Recorded Investment with Specific Valuation Allowance
Total
Recorded Investment
Unpaid Principal Balance Related Specific Valuation Allowance

Commercial business $ 192 $ - $ 192 $ 192 $ -
Commercial real estate 9,802 - 9,802 10,758 -
Land 801 - 801 807 -
Multi-family 1,731 - 1,731 1,871 -
Consumer 477 1,201 1,678 1,845 110
Total $ 13,003 $ 1,201 $ 14,204 $ 15,473 $ 110

March 31, 2015

Commercial business $ 1,091 $ - $ 1,091 $ 1,125 $ -
Commercial real estate 15,939 - 15,939 17,188 -
Land 801 - 801 804 -
Multi-family 1,922 - 1,922 2,058 -
Consumer 1,276 1,346 2,622 3,211 147
Total $ 21,029 $ 1,346 $ 22,375 $ 24,386 $ 147

	Year ended March 31, 2016				Year ended March 31, 2015				Year ended March 31, 2014				Year ended March 31, 2019				Year ended March 31, 2018				Year ended March 31, 2017
	Average Recorded Investment		Interest Recognized on Impaired Loans		Average Recorded Investment		Interest Recognized on Impaired Loans		Average Recorded Investment		Interest Recognized on Impaired Loans		Average Recorded Investment		Interest Recognized on Impaired Loans		Average Recorded Investment		Interest Recognized on Impaired Loans		Average Recorded Investment		Interest Recognized on Impaired Loans

Commercial business	$	542	$	17	$	1,075	$	62	$	1,150	$	43	$	334	$	-	$	930	$	41	$	255	$	10
Commercial real estate		13,130		456		17,136		478		19,451		472		2,607		64		4,185		101		8,823		337
Land		801		-		817		-		1,854		5		742		7		781		-		801		-
Multi-family		1,842		99		2,176		17		2,758		16		1,620		88		1,668		90		1,710		93
Real estate construction		-		-		-		-		69		-
Consumer		1,947		72		3,187		85		3,679		47		992		45		1,452		62		1,529		62
Total	$	18,262	$	644	$	24,391	$	642	$	28,961	$	583	$	6,295	$	204	$	9,016	$	294	$	13,118	$	502

The cash basis interest income on impaired loans was not materially different than the interest recognized on impaired loans as shown in the above table.

TDRs are loans for which the Company, for economic or legal reasons related to the borrower's financial condition, has granted a concession to the borrower that it would otherwise not consider. A TDR typically involves a modification of terms such as a reduction of the stated interest rate or face amount of the loan, a reduction of accrued interest, and/or an extension of the maturity date(s) at a stated interest rate lower than the current market rate for a new loan with similar risk. TDRs are considered impaired loans and as such, impairment is measured as described for impaired loans in Note 1 – Summary of Significant Accounting Policies – Allowance for Loan Losses.

The following table presents TDRs by interest accrual status at the dates indicated (in thousands):

	March 31, 2016						March 31, 2015						March 31, 2019						March 31, 2018
	Accrual		Nonaccrual		Total		Accrual		Nonaccrual		Total		Accrual		Nonaccrual		Total		Accrual		Nonaccrual		Total

Commercial business	$	192	$	-	$	192	$	1,091	$	-	$	1,091	$	-	$	160	$	160	$	826	$	178	$	1,004
Commercial real estate		8,244		1,289		9,533		12,647		2,298		14,945		1,401		1,081		2,482		1,683		1,200		2,883
Land		-		801		801		-		801		801		728		-		728		-		763		763
Multi-family		1,731		-		1,731		1,922		-		1,922		1,598		-		1,598		1,644		-		1,644
Consumer		1,678		-		1,678		1,673		949		2,622		697		-		697		1,428		-		1,428
Total	$	11,845	$	2,090	$	13,935	$	17,333	$	4,048	$	21,381	$	4,424	$	1,241	$	5,665	$	5,581	$	2,141	$	7,722

At March 31, ~~2016,~~2019, the Company had no commitments to lend additional funds on these loans. At March 31, ~~2016,~~2019, all of the Company's TDRs were paying as ~~agreed except for one of the Company's TDRs that defaulted after the loan was modified.~~

~~The following table presents new TDRs for the periods indicated (dollars in thousands):~~

Year ended March 31, 2016 Year ended March 31, 2015 Year ended March 31, 2014
Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment

Commercial business - $ - $ - - $ - $ - 3 $ 504 $ 465
Commercial real estate - - - 1 344 327 4 6,295 6,210
Multi-family - - - - - - 1 2,562 2,014
Consumer - - - - - - 4 573 561
Total - $ - $ - 1 $ 344 $ 327 12 $ 9,934 $ 9,250
agreed.

There were no new TDRs for the years ended March 31, 2019 and 2018. There was one new TDR for the year ended March 31, 2017 consisting of a commercial business loan with a pre-modification outstanding recorded investment balance of $116,000 and a post-modification outstanding recorded investment balance of $107,000. This loan was repaid in full during the year ended March 31, 2018. There were no loans that were modified as a TDR within the previous twelve months that subsequently defaulted in the twelve months ended March 31, ~~2016.~~2019.

7.	REAL ESTATE OWNED

The following table is a summary of the activity in REO for the years indicated (in thousands):

	Year Ended March 31,
	2019			2018		2017
Balance at beginning of year, net	$	298		$	298	$	595
Additions		-			-		-
Dispositions		(298	)		-		(267	)
Writedowns		-			-		(30	)
Balance at end of year, net	$	-		$	298	$	298

At March 31, 2019, there was one single family property for which formal foreclosure proceedings were in process with a carrying amount of $106,000.

6.8.	PREMISES AND EQUIPMENT

Premises and equipment consisted of the following at the dates indicated (in thousands):

	March 31,
	2019			2018

Land	$	4,531		$	4,710
Buildings and improvements		15,349			15,281
Leasehold improvements		1,666			1,666
Furniture and equipment		10,694			10,783
Building under capitalized lease		2,956			2,956
Construction in progress		733			720
Total		35,929			36,116
Less accumulated depreciation and amortization		(20,471	)		(20,333	)
Premises and equipment, net	$	15,458		$	15,783

March 31,
2016 2015

Land $ 4,177 $ 4,177
Buildings and improvements 13,974 13,971
Leasehold improvements 1,286 1,286
Furniture and equipment 9,876 10,471
Building under capitalized lease 2,956 2,715
Construction in progress 720 720
Total 32,989 33,340
Less accumulated depreciation and amortization (18,394 ) (17,906 )
Premises and equipment, net $ 14,595 $ 15,434

Depreciation and amortization expense was ~~$1.3~~$1.1 million, ~~$1.4~~$1.2 million and ~~$1.4~~$1.1 million for the years ended March 31, ~~2016, 2015~~2019, 2018 and ~~2014,~~2017, respectively.

~~During fiscal year 2006, the~~The Company ~~entered into~~has a capital lease for the shell of the building constructed as the Company's operations ~~center. During the second quarter of fiscal 2016, the Company modified the lease agreement on its operations~~ center ~~reducing the Company's square footage leased and extending the lease agreement to~~which expires in November 2039. For each of the years ended March 31, ~~2016, 2015~~2019, 2018 and ~~2014,~~2017, the Company recorded ~~$89,000, $113,000 and $113,000, respectively,~~$77,000 in amortization expense related to this capital lease. At ~~both~~ March 31, ~~2016~~2019 and ~~2015,~~2018, accumulated amortization for the capital lease totaled ~~$1.1~~$1.4 million and $1.3 million, respectively.

In March 2010, the Company sold two of its branch locations. The Company maintains a substantial continuing involvement in the locations through various non-cancellable operating leases that contain certain renewal options. The resulting gain on sale of $2.1 million was deferred and is being amortized over the lives of the respective leases. At March 31, ~~2016,~~2019, the remaining deferred gain was ~~$1.2 million~~$697,000 and is included in accrued expenses and other liabilities in the accompanying 2019 consolidated balance sheets.

The Company is obligated under various noncancellable lease agreements for land and buildings that require future minimum rental payments, exclusive of taxes and other charges. The following is a schedule of future minimum lease payments under the Company's capital lease together with the present value of net minimum lease payments and the future minimum rental payments required under operating leases that have initial or noncancellable lease terms in excess of one year as of March 31, ~~2016~~2019 (in thousands):

Year Ending March 31:		Operating Leases		Capital Lease		Operating Leases		Capital Lease
2017	$	1,382	$	197
2018		1,325		198
2019		1,220		202
2020		1,190		205		$	1,492	$	205
2021		672		208			905		208
2022							677		212
2023							527		215
2024							535		219
Thereafter		1,981		4,268			1,453		3,622
Total minimum lease payments	$	7,770		5,278		$	5,589		4,681
Less amount representing interest				(2,803	)				(2,278	)
Present value of net minimum lease payments			$	2,475				$	2,403

Rent expense was ~~$1.8~~$2.0 million, ~~$1.9~~$2.1 million and $1.8 million for the years ended March 31, ~~2016, 2015~~2019, 2018 and ~~2014,~~2017, respectively.

7.	~~REAL ESTATE OWNED~~

~~The following table is a summary of the activity in REO for the periods indicated (in thousands):~~

Year Ended March 31,
2016 2015 2014
Balance at beginning of year, net $ 1,603 $ 7,703 $ 15,638
Additions 298 1,512 6,564
Dispositions (937 ) (6,897 ) (12,443 )
Writedowns (369 ) (715 ) (2,056 )
Balance at end of year, net $ 595 $ 1,603 $ 7,703

REO expenses for the year ended March 31, 2016 consisted of write-downs on existing REO properties of $369,000 and operating expenses of $198,000. Net losses on dispositions of REO totaled $187,000 for the year ended March 31, 2016, and were included in other non-interest income in the accompanying consolidated statements of income. REO expenses for the year ended March 31, 2015 consisted of write-downs on existing REO properties of $715,000, operating expenses of $279,000 and net losses on dispositions of REO were $80,000. REO expenses for the year ended March 31, 2014 consisted of write-downs on existing REO properties of $2.1 million, operating expenses of $709,000 and net losses on dispositions of REO were $245,000.

At March 31, 2016, the carrying amount of foreclosed residential real estate properties held in REO as a result of obtaining physical possession was $298,000, and at that date, the recorded investment in consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was $113,000.

8.9.

GOODWILL

Goodwill and certain other intangibles generally arise from business combinations accounted for under the purchase ~~method.~~method of accounting. Goodwill and other intangibles deemed to have indefinite lives generated from business combinations are not subject to amortization and are instead tested for impairment not less than annually. The Company has two reporting units, the Bank and ~~RAMCorp,~~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 performed an impairment assessment as of October 31, ~~2015~~2018 and determined that no impairment of goodwill exists. The goodwill impairment test involves a two-step process. The first step is a comparison of the reporting unit's fair value to its carrying value. If the reporting unit's fair value is less than its carrying value, the Company would be required to progress to the second step. In the second step, the Company calculates the implied fair value of ~~goodwill. GAAP with respect to~~ goodwill ~~requires that the Company compare~~and compares the implied fair value of goodwill to the carrying amount of goodwill onin the Company's consolidated balance sheet. If the carrying amount of the goodwill is greater than the implied fair value of that goodwill, an impairment loss must be recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination. The estimated fair value of the Company is allocated to all of the Company's individual assets and liabilities, including any unrecognized identifiable intangible assets, as if the Company had been acquired in a business combination and the estimated fair value of the Company is the price paid to acquire it. The allocation process is performed only for purposes of determining the amount of goodwill impairment, as no assets or liabilities are written up or down, nor are any additional unrecognized identifiable intangible assets recorded as a part of this process. The results of the Company's step one test indicated that the reporting unit's fair value was greater than its carrying value, and, therefore, a step two analysis was not required; however, no assurance can be given that the Company's goodwill will not be written down in future periods.

An interim impairment test was not deemed necessary as of March 31, ~~2016~~2019 due to ~~there not being a significant change in the reporting unit's assets and liabilities,~~ the amount by which the fair value of the reporting unit exceeded the carrying value as of the most recent valuation, and because the Company determined that, based on an analysis of events that have occurred and circumstances that have changed since the most recent valuation date, the likelihood that a current estimated fair value determination would be less than the current carrying amount of the reporting unit is remote.

The following table presents the changes in the carrying amount of goodwill for the years indicated (in thousands):

	Year Ended March 31,
	2019			2018			2017
Net carrying value at beginning of period		$	27,076		$	27,076		$	25,572
MBank Transaction (see Note 3)			-			-			1,504
Net carrying value at the end of period		$	27,076		$	27,076		$	27,076

9.10.

DEPOSITS

Deposit accounts consisted of the following at the dates indicated ~~(dollars in~~(in thousands):

Account Type	March 31, 2016		March 31, 2015		March 31, 2019		March 31, 2018
Non-interest-bearing	$	179,143	$	151,953	$	284,854	$	278,966
Interest-bearing checking		144,740		115,461		183,388		192,989
Money market		239,544		237,465		233,317		265,661
Savings accounts		96,994		77,132		137,503		134,931
Certificates of deposit		119,382		138,839		86,006		123,144
Total	$	779,803	$	720,850	$	925,068	$	995,691

Individual certificates of deposit in amounts of $250,000 or more totaled $10.5 million and ~~$10.7~~$10.8 million at March 31, ~~2016~~2019 and ~~2015,~~2018, respectively.

Scheduled maturities of certificates of deposit for future years ending March 31 are as follows (in thousands):

Year Ending March 31:
2017	$	76,823
2018		20,859
2019		10,203
2020		5,211	$	59,487
2021		2,169		14,072
2022				5,201
2023				1,552
2024				3,157
Thereafter		4,117		2,537
Total	$	119,382	$	86,006

Interest expense by deposit type was as follows for the ~~periods~~years indicated (in thousands):

	Year Ended March 31,						Year Ended March 31,
	2016		2015		2014		2019		2018		2017
Interest checking	$	99	$	79	$	102
Interest-bearing checking							$	101	$	100	$	98
Money market		272		277		477		302		335		309
Savings accounts		85		71		87		145		133		110
Certificates of deposit		717		899		1,307		448		640		634
Total	$	1,173	$	1,326	$	1,973	$	996	$	1,208	$	1,151

~~10.~~11.

FEDERAL HOME LOAN BANK ADVANCES

FHLB advances – which consist of overnight borrowings – are summarized as follows (dollars in thousands):

	March 31, 2019			March 31, 2018
FHLB advances	$	56,586		$	-
Weighted average interest rate on FHLB advances ⁽¹⁾		2.58	%		1.60	%
⁽¹⁾Computed based on the borrowing activity for the years ending March 31, 2019 and 2018, respectively.

The Bank has a credit line with the FHLB equal to 45% of total assets, limited by available collateral. At March 31, 2019, based on collateral values, the Bank had additional borrowing capacity of $186.8 million from the FHLB.

FHLB advances are collateralized with the FHLB by certain investment and mortgage-backed securities, FHLB stock owned by the Bank, deposits with the FHLB, and certain mortgages on deeds of trust securing such properties as provided in the agreements with the FHLB. At March 31, 2019, loans carried at $402.7 million were pledged as collateral to the FHLB.

12.	JUNIOR SUBORDINATED DEBENTURES

~~At March 31, 2016, the~~The Company ~~had two~~has wholly-owned subsidiary grantor trusts that were established for the purpose of issuing trust preferred securities and common securities. The trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in each trust agreement. The trusts used the net proceeds from each of the offerings to purchase a like amount of junior subordinated debentures (the "Debentures") of the Company. The Debentures are the sole assets of the trusts. The Company's obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts. The trust preferred securities are mandatorily redeemable upon maturity of the Debentures or upon earlier redemption as provided in the indentures. The Company has the right to redeem the Debentures in whole or in part on or after specific dates, at a redemption price specified in the indentures governing the Debentures plus any accrued but unpaid interest to the redemption date. The Company also has the right to defer the payment of interest on each of the Debentures for a period not to exceed 20 consecutive quarters, provided that the deferral period does not extend beyond the stated maturity. During such deferral period, distributions on the corresponding trust preferred securities will also be deferred and the Company may not pay cash dividends to the holders of shares of the Company's common stock.

The Debentures issued by the Company to the grantor trusts, totaling ~~$22.7~~$26.6 million and $26.5 million at March 31, 2019 and 2018, respectively, are ~~reflected~~reported as "junior subordinated debentures" in the consolidated balance ~~sheets in the liabilities section, under the caption "junior subordinated debentures."~~sheets. The common securities issued by the grantor trusts were purchased by the Company, and the Company's investment in the common securities of ~~$681,000~~$836,000 at both March 31, ~~2016~~2019 and ~~2015,~~2018, is included in prepaid expenses and other assets in the consolidated balance sheets. The Company records interest expense on the Debentures in the consolidated statements of income.

The following table is a summary of the terms and the amounts outstanding of the Debentures at March 31, ~~2016~~2019 (dollars in thousands):

Issuance Trust	Issuance Date		Amount Outstanding			Rate Type	Initial Rate			Current Rate			Maturity Date

Riverview Bancorp Statutory Trust I		12/2005	$	7,217		Variable ⁽¹⁾		5.88	%		3.97	%		3/2036
Riverview Bancorp Statutory Trust II		06/2007		15,464		Variable ⁽²⁾		7.03	%		3.96	%		9/2037
Merchants Bancorp Statutory Trust I ⁽⁴⁾		06/2003		5,155		Variable ⁽³⁾		4.16	%		5.71	%		6/2033
				27,836
Fair value adjustment ⁽⁴⁾				(1,261	)
Total Debentures			$	26,575

Issuance Trust
Issuance
Date
Amount Outstanding Rate Type
Initial
Rate

Current
Rate

Maturing
Date

Riverview Bancorp Statutory Trust I 12/2005 $ 7,217
Variable ⁽¹⁾
5.88 % 1.99 % 3/2036
Riverview Bancorp Statutory Trust II 06/2007 15,464
Variable ⁽²⁾
7.03 % 1.98 % 9/2037
$ 22,681

⁽¹⁾The trust preferred securities reprice quarterly based on the three-month LIBOR plus 1.36%

⁽²⁾ The trust preferred securities reprice quarterly based on the three-month LIBOR plus 1.35%

⁽¹⁾The trust preferred securities reprice quarterly based on the three-month LIBOR plus 1.36%.
⁽²⁾ The trust preferred securities reprice quarterly based on the three-month LIBOR plus 1.35%.
⁽³⁾The trust preferred securities reprice quarterly based on the three-month LIBOR plus 3.10%.
⁽⁴⁾Amount, net of accretion, attributable to the MBank transaction. See Note 3.

~~11.~~13.

INCOME TAXES

Provision ~~(benefit)~~ for income taxes consisted of the following for the periods indicated (in thousands):

	Year Ended March 31										Year Ended March 31
	2016			2015			2014				2019			2018		2017
Current		$	251		$	16		$	19		$	5,157		$	4,087	$	284
Deferred			3,175			2,140			(15,100	)		(11	)		3,668		3,103
Total		$	3,426		$	2,156		$	(15,081	)	$	5,146		$	7,755	$	3,387

The tax ~~effect~~effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows at the dates indicated (in thousands):

	March 31, 2016		March 31, 2015		March 31, 2019		March 31, 2018
Deferred tax assets:
Deferred compensation	$	128	$	107	$	45	$	77
Allowance for loan losses		3,624		3,913		2,862		2,643
Accrued expenses		199		193		131		127
Accumulated depreciation and amortization		908		789		797		753
Deferred gain on sale		418		475		167		201
Net operating loss carryforwards		4,849		8,150
Impairment on investment security available for sale		-		151
REO expense		49		155
Non-compete agreement		53		66
Purchase accounting						141		150
Net unrealized loss on investment securities available for sale						829		1,458
Other		526		558		242		236
Total deferred tax assets		10,754		14,557		5,214		5,645

Deferred tax liabilities:
FHLB stock dividend		(143	)		(857	)		(97	)		(95	)
Purchase accounting		-			(1	)
Net unrealized gain on investment securities available for sale		(596	)		(393	)
Prepaid expense		(172	)		(198	)
Prepaid expenses								(148	)		(109	)
Loan fees/costs		(654	)		(540	)		(774	)		(628	)
Total deferred tax liabilities		(1,565	)		(1,989	)		(1,019	)		(832	)
Deferred tax assets, net	$	9,189		$	12,568		$	4,195		$	4,813

A reconciliation of the Company's effective income tax rate with the federal statutory tax rate is as follows for the ~~periods~~years indicated:

	Year Ended March 31,									Year Ended March 31,
	2016			2015			2014			2019		2018		2017
Statutory federal income tax rate		34.0	%		34.0	%		34.0	%	21.0	%	30.8	%	34.0	%
State and local income tax rate		1.5			1.6			1.5		3.0		2.5		1.5
Revaluation of net deferred tax assets due to Tax Act										-		11.4		-
ESOP market value adjustment		(0.1	)		-			(0.3	)	(0.1)		-		(0.1	)
Bank owned life insurance		(2.8	)		(3.8	)		(4.4	)
Valuation adjustment		-			-			(365.9	)
BOLI										(0.8)		(1.5	)	(3.8	)
Other, net		2.2			0.4			(5.9	)	(0.1)		(0.1	)	(0.2	)
Effective federal income tax rate		34.8	%		32.2	%		(341.0	)%	23.0	%	43.1	%	31.4	%

On December 22, 2017, the federal government enacted the Tax Act. The Tax Act made significant changes to the U.S. tax law including, among other things: a reduction in the federal corporate income tax rate from a maximum of 35.0% to 21.0%

effective January 1, 2018; changes to the tax treatment of net operating loss carryforwards and carrybacks; and a repeal of the corporate alternative minimum tax. The Tax Act reduced the Company's federal corporate income tax rate from 34.0% to a blended federal corporate income tax rate of 30.8% for the fiscal year ended March 31, 2018. As a result of using a blended tax rate, the Company recognized a $422,000 benefit for income taxes during the quarter ended December 31, 2017. Also as a result of the Tax Act, the reduction of the corporate tax rate required the Company to remeasure its deferred tax assets and liabilities based upon the lower federal tax rate. Accordingly, during the year ended March 31, 2018, the Company recorded a one-time $2.1 million charge to the provision for income taxes in conjunction with remeasuring its net deferred tax asset to account for the future impact of the decrease in the federal corporate income tax rate. In addition, the Company has made an adjustment between retained earnings and AOCI related to the stranded tax effects due to the change in the federal corporate tax rate applied to the net unrealized losses on available for sale investment securities (see discussion of ASU 2018-02 in Note 1). Beginning in fiscal year 2019, the Company utilized a federal corporate income tax rate of 21.0%.

~~The tax effects of certain tax benefits related to stock options are recorded directly to shareholders' equity.~~ The Bank's retained earnings at both March 31, ~~2016~~2019 and ~~2015~~2018 include a base year allowance for loan losses, which amounted to $2.2 million, for which no federal income tax liability has been recognized. The related unrecognized deferred tax liability at both March 31, ~~2016~~2019 and ~~2015~~2018 was ~~$781,000.~~$517,000. This represents the balance of the allowance for loan losses created for tax purposes as of December 31, 1987. These amounts are subject to recapture in the unlikely event that the Company's banking subsidiaries (1) make distributions in excess of current and accumulated earnings and profits, as calculated for federal tax purposes, (2) redeem their stock, or (3) liquidate. Management does not expect this temporary difference to reverse in the foreseeable future. ~~At March 31, 2016, the Company had total deferred tax assets of $4.8 million for federal and state net operating loss carryforwards which will expire in years 2032 through 2034.~~

At March 31, ~~2016~~2019 and ~~2015,~~2018, the Company had no unrecognized tax benefits or uncertain tax positions. In addition, the Company had no accrued interest or penalties related to income tax matters as of March 31, ~~2016~~2019 or ~~2015.~~2018. It is the Company's policy to recognize potential accrued interest and penalties related to income tax matters as a component of provision for income ~~tax expense.~~taxes. The Company is subject to U.S. federal and State of Oregon income taxes. The years ~~2012~~2016 to ~~2015~~2019 remain open to examination for federal income taxes, and the years ~~2011~~2015 to ~~2015~~2019 remain open to State of Oregon examination.

The Company reversed its deferred tax asset valuation allowance as of March 31, 2014 due to management's determination that it was "more likely than not" that the Company's deferred tax assets would be realized. "More likely than not" is defined as greater than 50% probability of occurrence. A determination as to the ultimate realization of the deferred tax assets is dependent upon management's judgment and evaluation of both positive and negative evidence, forecasts of future taxable income, applicable tax planning strategies, and an assessment of current and future economic and business conditions. The determination resulted from consideration of both the positive and negative evidence available that can be objectively verified. GAAP states that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. At March 31, 2014, the Company was in a cumulative loss position over a three year period which was considered a significant piece of negative evidence that was difficult to overcome. Accordingly, in its determination of the deferred tax assets at March 31, 2014, the Company analyzed and evaluated the nature and timing of relevant facts and circumstances with respect to its cumulative loss. As a result of this analysis management concluded it was more likely than not that forecasted earnings performance would allow for the realization of the deferred tax assets in a timely manner. At March 31, 2015, the Company returned to a cumulative income position over a three year period

~~12.~~14.

EMPLOYEE BENEFIT PLANS

Retirement Plan - The Riverview Bancorp, Inc. Employees' Savings and Profit Sharing Plan (the "Plan") is a defined contribution profit-sharing plan incorporating the provisions of Section 401(k) of the Internal Revenue Code. Company expenses related to the Plan for the years ended March 31, ~~2016, 2015~~2019, 2018 and ~~2014~~2017 were ~~$292,000, $212,000~~$527,000, $547,000 and ~~$195,000,~~$489,000, respectively.

Directors' and Executive Officers' Deferred Compensation Plan ("Deferred Compensation Plan") – The Deferred Compensation Plan is a nonqualified deferred compensation plan. Directors may elect to defer their monthly directors' fees until retirement with no income tax payable by the director until retirement benefits are received. The Chairman, President, and Executive and Senior Vice Presidents of the Company may also defer salary into the Deferred Compensation Plan. The Company accrues annual interest on the unfunded liability under the Deferred Compensation Plan based upon a formula relating to gross revenues, which was ~~3.64%~~4.28%, ~~3.36%~~3.99% and ~~3.18%~~3.68% for the years ended March 31, ~~2016, 2015~~2019, 2018 and ~~2014,~~2017, respectively. The estimated liability under the ~~plan~~Deferred Compensation Plan is accrued as earned by the ~~participant.~~participants. At March 31, ~~2016~~2019 and ~~2015,~~2018, the Company's aggregate liability under the ~~plan~~Deferred Compensation Plan was ~~$361,000~~$186,000 and ~~$302,000,~~$330,000, respectively, which is recorded in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

Stock Option Plans - In July 1998, shareholders of the Company approved the adoption of the 1998 Stock Option Plan ("1998 Plan"). The 1998 Plan was effective in October 1998 and expired in October 2008. In addition, in July 2003, shareholders of the Company approved the adoption of the 2003 Stock Option Plan ("2003 Plan"). The 2003 Plan was effective in July 2003 and expired in July 2013. Accordingly, no further option awards may be granted under the 1998 Plan or the 2003 Plan; however, any awards granted prior to ~~its~~their respective expiration dates remain outstanding subject to their terms. Each option granted under the 1998 Plan or the 2003 Plan has an exercise price equal to the fair market value of the Company's common stock on the date of the grant, a maximum term of ten years and a vesting period from zero to five years.

In July ~~2003,~~2017, the shareholders of the Company approved the ~~adoption of the 2003 Stock Option~~Riverview Bancorp, Inc. 2017 Equity Incentive Plan ("~~2003~~2017 Plan"). The ~~2003~~2017 Plan ~~was effective in July 2003~~provides for the grant of incentive stock options, non-qualified stock options, restricted stock and ~~expired in July 2013. Accordingly, no further option awards may be granted~~restricted stock units. The Company has reserved 1,800,000 shares of its common stock for issuance under the ~~2003 Plan; however, any awards granted prior to its expiration remain outstanding subject to their terms. Each option granted under~~2017 Plan,

none of which have been awarded. The 1998 Plan, the 2003 Plan ~~has an exercise price equal~~and the 2017 Plan are collectively referred to ~~the fair market value of the Company's common stock on the date of the grant, a maximum term of ten years and a vesting period from zero to five years.~~as "the Stock Option Plans".

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes stock option valuation model. The fair value of all awards is amortized on a straight-line basis over the requisite service periods, which are generally the vesting periods. The expected life of options granted represents the period of time that they are expected to be outstanding. The expected life is determined based on historical experience with similar options, giving consideration to the contractual terms and vesting schedules. Expected volatility ~~was~~is estimated at the date of grant based on the historical volatility of the Company's common stock. Expected dividends are based on dividend trends and the market value of the Company's common stock at the time of grant. The risk-free interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. ~~During the year ended March 31, 2014, the Company granted 87,154 stock options. The weighted average fair value of~~There were no stock options granted ~~during the year ended March 31, 2014 was $1.18. The Company did not grant stock options~~ during the years ended March 31, ~~2016~~2019, 2018 and ~~2015.~~

~~The Black-Scholes model used~~2017 under the ~~following assumptions for the stock options granted during the year ended March 31, 2014:~~

Risk Free
Interest Rate

Expected
Life (years)

Expected
Volatility

Expected
Dividends

Fiscal 2014 1.95 % 6.25 51.87 % 2.04 %
Stock Option Plans.

As of March 31, ~~2016,~~2019, all outstanding stock options were fully vested and there was no remaining unrecognized compensation ~~expense.~~expense under the Stock Option Plans. There was no stock-based compensation expense related to stock options for the ~~year ended March 31, 2016. The Company recognized pre-tax compensation expense related to stock options of $26,000 and $78,000 for the~~ years ended March 31, ~~2015~~2019, 2018 and ~~2014, respectively.~~2017 under the Stock Option Plans.

The following table presents the activity related to stock options under ~~all plans~~the Stock Option Plans for the years ~~indicated.~~indicated:

Year Ended March 31,
2016 2015 2014
Number of Shares
Weighted Average Exercise
Price
Number of Shares
Weighted Average Exercise
Price
Number of Shares
Weighted Average Exercise
Price

Balance, beginning of period 424,654 $ 8.00 474,654 $ 7.91 407,500 $ 9.05
Grants - - - - 87,154 2.78
Options exercised (18,000 ) 3.49 (18,000 ) 2.69 - -
Forfeited (29,000 ) 10.00 (32,000 ) 9.55 - -
Expired (154,000 ) 12.92 - - (20,000 ) 8.98
Balance, end of period 223,654 $ 4.73 424,654 $ 8.00 474,654 $ 7.91

	Year Ended March 31,
	2019					2018					2017
	Number of Shares			Weighted Average Exercise Price		Number of Shares			Weighted Average Exercise Price		Number of Shares			Weighted Average Exercise Price
Balance, beginning of year		141,365		$	3.77		220,654		$	4.74		223,654		$	4.73
Options exercised		(37,533	)		4.84		(59,289	)		4.13		(3,000	)		3.84
Options expired		(2,500	)		8.12		(20,000	)		13.42		-			-
Balance, end of year		101,332		$	3.26		141,365		$	3.77		220,654		$	4.74

Additional information regarding stock options outstanding as of March 31, ~~2016~~2019 is as follows:

Options Outstanding Options Exercisable
Weighted Avg Weighted Weighted
Remaining Average Average
Range of Contractual Exercise Exercise
Exercise Price Life (years) Number Price Number Price

$1.97 - $6.17 4.66 201,154 $ 3.82 201,154 $ 3.82
$7.49 - $9.51 2.22 2,500 8.12 2,500 8.12
$10.10 - $10.83 1.96 5,000 10.18 5,000 10.18
$12.98 - $14.52 1.23 15,000 14.49 15,000 14.49
4.34 223,654 $ 4.73 223,654 $ 4.73

				Options Outstanding				Options Exercisable
		Weighted Avg				Weighted				Weighted
		Remaining				Average				Average
Range of		Contractual				Exercise				Exercise
Exercise Price		Life (years)		Number		Price		Number		Price

$	1.00 - $3.00		3.88		51,332	$	2.70		51,332	$	2.70
$	3.01 - $5.00		0.48		50,000		3.84		50,000		3.84
			2.20		101,332	$	3.26		101,332	$	3.26

The following table presents information on stock options outstanding ~~for the periods shown,~~as of March 31, 2019 and 2018, less estimated forfeitures:

Year Ended March 31, 2016 Year Ended March 31, 2015
Stock options fully vested and expected to vest:
Number 223,654 424,654
Weighted average exercise price $ 4.73 $ 8.00
Aggregate intrinsic value ⁽¹⁾
$ 147,000 $ 225,000
Weighted average contractual term of options (years) 4.34 3.57
Stock options fully vested and currently exercisable:
Number 223,654 424,654
Weighted average exercise price $ 4.73 $ 8.00
Aggregate intrinsic value $ 147,000 $ 225,000
Weighted average contractual term of options (years) 4.34 3.57

⁽¹⁾

The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price) that would have been received by the option holders had all option holders exercised. This amount changes based on changes in the market value of the Company's stock.

	March 31, 2019		March 31, 2018
Stock options fully vested and expected to vest:
Number		101,332		141,365
Weighted average exercise price	$	3.26	$	3.77
Aggregate intrinsic value ⁽¹⁾	$	410,000	$	788,000
Weighted average contractual term of options (years)		2.20		2.78
Stock options fully vested and currently exercisable:
Number		101,332		141,365
Weighted average exercise price	$	3.26	$	3.77
Aggregate intrinsic value ⁽¹⁾	$	410,000	$	788,000
Weighted average contractual term of options (years)		2.20		2.78

⁽¹⁾ The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price) that would have been received by the option holders had all option holders exercised. This amount changes based on changes in the market value of the Company's stock.

The total intrinsic value of stock options exercised was ~~$16,000~~$153,000, $257,000 and ~~$35,000~~$5,000 for the years ended March 31, ~~2016~~2019, 2018 and ~~2015,~~2017, respectively. ~~There were no stock options exercised for the year ended March 31, 2014.~~

~~13.~~

~~EMPLOYEE STOCK OWNERSHIP PLAN~~

Employee Stock Ownership Plan- The Company sponsors an ESOP that covers all employees with at least one year and 1,000 hours of service who are over the age of 21. Shares ~~are~~were released and allocated to participant accounts on or about December 31 of each year ~~until 2017.~~through December 2017, at which point all available shares had been released and allocated. ESOP compensation expense included in salaries and employee benefits was ~~$110,000, $102,000~~$148,000 and ~~$68,000~~$143,000 for the years ended March 31, ~~2016, 2015~~2018 and ~~2014,~~2017, respectively. ~~Shares held by the ESOP at March 31, 2016 totaled 573,853.~~

ESOP share activity is summarized in the following table:

	Estimated Fair Value of Unreleased Shares		Unreleased ESOP Shares			Allocated and Released Shares		Total

Balance, March 31, 2016	$	207,000		49,266			913,318		962,584
Allocation December 31, 2016				(24,633	)		24,633		-
Balance, March 31, 2017	$	176,000		24,633			937,951		962,584
Allocation December 31, 2017				(24,633	)		24,633		-
Balance, March 31, 2018	$	-		-			962,584		962,584

Estimated Fair
Value of
Unreleased
Shares

Unreleased
ESOP
Shares

Allocated
and Released
Shares
Total

Balance, March 31, 2013 $ 325,000 123,165 839,419 962,584
Allocation December 31, 2013 (24,633 ) 24,633 -
Balance, March 31, 2014 $ 338,000 98,532 864,052 962,584
Allocation December 31, 2014 (24,633 ) 24,633 -
Balance, March 31, 2015 $ 332,500 73,899 888,685 962,584
Allocation December 31, 2015 (24,633 ) 24,633 -
Balance, March 31, 2016 $ 207,000 49,266 913,318 962,584

For the fiscal year ended March 31, 2019, the Bank purchased 25,000 shares of common stock on the open market and contributed such shares to the ESOP as a discretionary employer contribution. The Company recorded employee benefits expense of $197,000 for this contribution which represented the fair value of the related common stock. Shares held by the ESOP at March 31, 2019 totaled 441,966.

~~14.~~15.

SHAREHOLDERS' EQUITY AND REGULATORY CAPITAL REQUIREMENTS

The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency ("OCC"). Failure to meet minimum capital requirements can result in the initiation of certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and tier I capital to risk-weighted assets, core capital to total assets and tangible capital to tangible assets (set forth in the table below). Management believes the Bank met all capital adequacy requirements to which it was subject to as of March 31, ~~2016.~~

Effective January 1, 2015 (with some changes transitioned into full effectiveness over two to four years), the Bank is now subject to new capital requirements adopted by the OCC, which create a new required ratio for common equity Tier 1 ("CET1") capital, increases the leverage and Tier 1 capital ratios, changes the risk-weightings of certain assets for purposes of the risk-based capital ratios, creates an additional capital conservation buffer over the required capital ratios and changes what qualifies as capital for purposes of meeting these various capital requirements. The Bank is required to maintain additional levels of Tier 1 common equity over the minimum risk-based capital levels before it may pay dividends, repurchase shares or pay discretionary bonuses.

The new minimum requirements are a ratio of common equity Tier 1 capital (CET1 capital) to total risk-weighted assets the ("CET1 risk-based ratio") of 4.5%, a Tier 1 capital ratio of 6.0%, a total capital ratio of 8.0%, and a leverage ratio of 4.0%.

In addition to the capital requirements, there are a number of changes in what constitutes regulatory capital, subject to a certain transition period. These changes include the phasing-out of certain instruments as qualifying capital. The Bank does not have any of these instruments. Mortgage servicing and deferred tax assets over designated percentages of CET1 are deducted from capital, subject to a transition period ending December 31, 2017. CET1 consists of Tier 1 capital less all capital components that are not considered common equity. In addition, Tier 1 capital includes accumulated other comprehensive income, which includes all unrealized gains and losses on available for sale debt and equity securities, subject to a transition period ending December 31, 2017. Because of the Bank's asset size, the Bank is not considered an advanced approaches banking organization and elected to take the one-time option of deciding to permanently opt-out of the inclusion of unrealized gains and losses on available for sale debt and equity securities in its capital calculations.

The new requirements also include changes in the risk-weighting of assets to better reflect credit risk and other risk exposure. These include a 150% risk weight (up from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days past due or otherwise in non-accrual status; a 20% (up from 0%) credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable; and a 250% risk weight (up from 100%) for mortgage servicing and deferred tax assets that are not deducted from capital.

In addition to the minimum CET1, Tier 1 and total capital ratios, the Bank will have to maintain a capital conservation buffer consisting of additional CET1 capital equal to 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. This new capital conservation buffer requirement is to be phased in beginning in January 2016 at 0.625% of risk-weighted assets and increasing each year until fully implemented in January 2019.

Under the new standards, in order to be considered well-capitalized, the Bank must maintain a CET1 risk-based ratio of 6.5%, a Tier 1 risk-based ratio of 8% (increased from 6%), a total risk-based capital ratio of 10% (unchanged) and a leverage ratio of 5% (unchanged).

As of March 31, ~~2016,~~2019, the most recent notification from the OCC categorized the Bank as "well capitalized" under the regulatory framework for prompt corrective action. The Bank's actual and required minimum capital amounts and ratios ~~are~~were as follows at the dates indicated (dollars in thousands):

	Actual					For Capital Adequacy Purposes					"Well Capitalized" Under Prompt Corrective Action
	Amount		Ratio			Amount		Ratio			Amount		Ratio
March 31, 2019
Total Capital:
(To Risk-Weighted Assets)	$	140,062		16.88	%	$	66,379		8.0	%	$	82,974		10.0	%
Tier 1 Capital:
(To Risk-Weighted Assets)		129,671		15.63			49,784		6.0			66,379		8.0
Common equity tier 1 Capital:
(To Risk-Weighted Assets)		129,671		15.63			37,338		4.5			53,933		6.5
Tier 1 Capital (Leverage):
(To Average Tangible Assets)		129,671		11.56			44,874		4.0			56,092		5.0

Actual
For Capital
Adequacy Purposes

"Well Capitalized"
Under Prompt
Corrective Action

Amount Ratio Amount Ratio Amount Ratio
March 31, 2016
Total Capital:
(To Risk-Weighted Assets) $ 105,277 16.07 % $ 52,405 8.0 % $ 65,507 10.0 %
Tier 1 Capital:
(To Risk-Weighted Assets) 97,046 14.81 39,304 6.0 52,405 8.0
Common equity tier 1 Capital:
(To Risk-Weighted Assets) 97,046 14.81 29,478 4.5 42,579 6.5
Tier 1 Capital (Leverage):
(To Adjusted Tangible Assets) 97,046 11.18 34,718 4.0 43,397 5.0
Tangible Capital:
(To Tangible Assets) 97,046 11.18 13,019 1.5 N/ A N/ A

Actual
For Capital
Adequacy Purposes

"Well Capitalized"
Under Prompt
Corrective Action

Amount Ratio Amount Ratio Amount Ratio
March 31, 2015
Total Capital:
(To Risk-Weighted Assets) $ 95,713 15.89 % $ 48,188 8.0 % $ 72,282 12.0 % ⁽¹⁾
Tier 1 Capital:
(To Risk-Weighted Assets) 88,122 14.63 36,141 6.0 48,188 8.0
Common equity tier 1 Capital:
(To Risk-Weighted Assets) 88,122 14.63 27,106 4.5 39,152 6.5
Tier 1 Capital (Leverage):
(To Adjusted Tangible Assets) 88,122 10.89 32,355 4.0 72,799 9.0 ⁽¹⁾
Tangible Capital:
(To Tangible Assets) 88,122 10.89 12,133 1.5 N/ A N/ A

⁽¹⁾

The Bank agreed with the OCC to establish higher minimum capital ratios and to maintain a Tier 1 capital (leverage) ratio of not less than 9.0% and a total risked-based capital ratio of not less than 12.0% in order to be deemed "well capitalized". On December 7, 2015, the Bank was notified by the OCC that the requirement to establish higher minimum capital ratios was rescinded.

	Actual					For Capital Adequacy Purposes					"Well Capitalized" Under Prompt Corrective Action
March 31, 2018	Amount		Ratio			Amount		Ratio			Amount		Ratio

Total Capital:
(To Risk-Weighted Assets)	$	123,061		15.41	%	$	63,868		8.0	%	$	79,835		10.0	%
Tier 1 Capital:
(To Risk-Weighted Assets)		113,066		14.16			47,901		6.0			63,868		8.0
Common equity tier 1 Capital:
(To Risk-Weighted Assets)		113,066		14.16			35,926		4.5			51,893		6.5
Tier 1 Capital (Leverage):
(To Average Tangible Assets)		113,066		10.26			44,093		4.0			55,116		5.0

In addition to the minimum common equity tier 1 ("CET1"), Tier 1 and total capital ratios, the Bank is required to maintain a capital conservation buffer consisting of additional CET1 capital in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. The capital conservation buffer is required to be an amount greater than 2.5% of risk-weighted assets. As of March 31, 2019, the Bank's CET1 capital exceeded the required capital conservation buffer at an amount greater than 2.5%.

For a savings and loan holding company, ~~with less than $1.0 billion in assets,~~such as the Company, the capital guidelines apply on a bank only ~~basis and the~~basis. The Federal Reserve expects the holding company's subsidiary banks to be well capitalized under the prompt corrective action regulations. If the Company was subject to regulatory guidelines for bank holding companies ~~with $1.0 billion or more in assets,~~ at March 31, ~~2016,~~2019, the Company would have exceeded all regulatory capital requirements.

At periodic intervals, the OCC and the FDIC routinely examine the Bank's financial condition and risk management processes as part of their legally prescribed oversight. Based on their examinations, these regulators can direct that the Company's consolidated financial statements be adjusted in accordance with their findings. A future examination by the OCC or the FDIC could include a review of certain transactions or other amounts reported in the Company's ~~2016~~2019 consolidated financial statements. The Company did not repurchase any shares of common stock for the years ended March 31, ~~2016, 2015~~2019, 2018 or ~~2014.~~2017.

~~15.~~16.

EARNINGS PER SHARE

Basic earnings per share ("EPS") is computed by dividing net income or loss applicable to common stock by the weighted average number of common shares outstanding during the period, without considering any dilutive items. Diluted EPS is computed by dividing net income or loss applicable to common stock by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company's common stock during the period. Common stock equivalents arise from the assumed exercise of outstanding stock options. Shares owned by the Company's ESOP that have not been allocated are not considered to be outstanding for the purpose of computing basic and diluted EPS. As of March 31, ~~2016~~2019 and ~~2015, there were approximately 49,000 and 74,000~~2018, all shares ~~respectively, which had not been allocated~~ under the Company's ~~ESOP.~~ESOP were allocated. For the year ended March 31, 2019, there were no stock options excluded in computing diluted EPS. For the years ended March 31, ~~2016, 2015~~2018 and ~~2014,~~2017, stock options for ~~211,000, 234,000~~8,000 and ~~439,000~~59,000 shares, respectively, of common stock were excluded in computing diluted EPS because they were antidilutive.

The following table presents a reconciliation of the components used to compute basic and diluted EPS for the ~~periods~~years indicated:

Year Ended March 31,
(Dollars and share data in thousands, except per share data) 2016 2015 2014

Basic EPS computation:
Numerator-net income $ 6,358 $ 4,491 $ 19,423
Denominator-weighted average common shares outstanding 22,450 22,393 22,367
Basic EPS $ 0.28 $ 0.20 $ 0.87
Diluted EPS computation:
Numerator-net income $ 6,358 $ 4,491 $ 19,423
Denominator-weighted average common shares outstanding 22,450 22,393 22,367
Effect of dilutive stock options 44 39 2
Weighted average common shares and common stock
equivalents 22,494 22,432 22,369
Diluted EPS $ 0.28 $ 0.20 $ 0.87

		Year Ended March 31,
(Dollars and share data in thousands, except per share data)		2019		2018		2017
	P
Basic EPS computation:
Numerator-net income		$	17,266	$	10,242	$	7,404
Denominator-weighted average common shares outstanding			22,588		22,531		22,478
Basic EPS		$	0.76	$	0.45	$	0.33
Diluted EPS computation:
Numerator-net income		$	17,266	$	10,242	$	7,404
Denominator-weighted average common shares outstanding			22,588		22,531		22,478
Effect of dilutive stock options			72		92		70
Weighted average common shares and common stock
equivalents			22,660		22,623		22,548
Diluted EPS		$	0.76	$	0.45	$	0.33

~~16.~~17.

FAIR VALUE MEASUREMENTS

Fair value is defined under GAAP ~~defines~~as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP also establishes a fair value ~~establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. The categories of~~hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement ~~prescribed by GAAP and used~~ in ~~the tables presented under fair value measurements are as~~ ~~follows:~~its entirety is reported in one of three levels. These levels are:

Quoted prices in active markets for identical assets (Level 1): Inputs that are quoted unadjusted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Other observable inputs (Level 2): Inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets and inputs derived principally from or corroborated by observable market data by correlation or other means.

Significant unobservable inputs (Level 3): Inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.

Financial instruments are presented in the tables that follow by recurring or nonrecurring measurement status. Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the consolidated financial statements at each reporting date. Assets measured on a nonrecurring basis are assets that, as a result of an event or circumstance, were required to be remeasured at fair value after initial recognition in the consolidated financial statements at some time during the reporting period.

The following tables present assets that are measured at estimated fair value on a recurring basis at the dates indicated (in thousands).:

			Estimated Fair Value Measurements Using								Estimated Fair Value Measurements Using
March 31, 2016	Total Estimated Fair Value		Level 1		Level 2		Level 3
March 31, 2019									Total Estimated Fair Value		Level 1		Level 2		Level 3

Investment securities available for sale:
Trust preferred	$	1,808	$	-	$	-	$	1,808
Municipal securities									$	8,881	$	-	$	8,881	$	-
Agency securities		19,569		-		19,569		-		12,341		-		12,341		-
Real estate mortgage investment conduits		43,924		-		43,924		-		40,162		-		40,162		-
Mortgage-backed securities		76,353		-		76,353		-
Residential mortgage-backed securities										75,821		-		75,821		-
Other mortgage-backed securities		9,036		-		9,036		-		41,021		-		41,021		-
Total assets measured at fair value on a recurring basis	$	150,690	$	-	$	148,882	$	1,808	$	178,226	$	-	$	178,226	$	-

March 31, 2015
											Estimated Fair Value Measurements Using
March 31, 2018									Total Estimated Fair Value		Level 1		Level 2		Level 3

Investment securities available for sale:
Trust preferred	$	1,812	$	-	$	-	$	1,812
Municipal securities									$	8,732	$	-	$	8,732	$	-
Agency securities		13,939		-		13,939		-		22,102		-		22,102		-
Real estate mortgage investment conduits		22,709		-		22,709		-		46,955		-		46,955		-
Mortgage-backed securities		68,514		-		68,514		-
Residential mortgage-backed securities										89,074		-		89,074		-
Other mortgage-backed securities		5,489		-		5,489		-		46,358		-		46,358		-
Total assets measured at fair value on a recurring basis	$	112,463	$	-	$	110,651	$	1,812	$	213,221	$	-	$	213,221	$	-

There were no transfers of assets into or out of Levels 1, 2 or 3 during the years ended March 31, ~~2016~~2019 and ~~2015.~~2018.

~~The following table presents a reconciliation of assets that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the periods indicated (in thousands).~~

For the Year Ended
March 31,

2016 2015

Beginning balance $ 1,812 $ 1,903
Transfers in to Level 3 - -
Included in earnings - -
Included in other comprehensive income (4 ) (91 )
Ending balance $ 1,808 $ 1,812

The following methods were used to estimate the fair value of ~~each class of financial instrument above:~~investment securities in the above table:

~~Investment securities~~ – Investment securities are included within Level 1 of the hierarchy when quoted prices in an active market for identical assets are available. The Company uses a third-party pricing service to assist the Company in determining the fair value of its Level 2 securities, which incorporates pricing models and/or quoted prices of investment securities with similar characteristics. ~~The Company's~~Investment securities are included within Level 3 ~~assets consist~~ of ~~a single pooled trust preferred security.~~the hierarchy when there are significant unobservable inputs.

For Level 2 securities, the independent pricing service provides pricing information by utilizing evaluated pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data from market research publications. The Company's third-party pricing service has established processes for the Company to submit inquiries regarding the estimated fair value. In such cases, the Company's third-party pricing service will review the inputs to the evaluation in light of any new market data presented by the Company. The Company's third-party pricing service may then affirm the original estimated fair value or may update the evaluation on a go-forward basis.

Management reviews the pricing information received from the third-party pricing service through a combination of procedures that include an evaluation of methodologies used by the pricing service, analytical reviews and performance analysis of the prices against statistics and trends. Based on this review, management determines whether the current placement of the security in the fair value hierarchy is appropriate or whether transfers may be warranted. As necessary, ~~the Company~~management compares prices received from the pricing service to discounted cash flow models or by performing independent valuations of inputs and assumptions similar to those used by the pricing service in order to help ensure prices represent a reasonable estimate of fair value.

The Company has determined that the market for its collateralized debt obligation secured by a pool of trust preferred securities is inactive. This determination was made by the Company after considering the last known trade dates for this specific security, the low number of transactions for similar types of securities, the low number of new issuances for similar securities, the bid-ask spread in the brokered markets in which these securities trade, the implied liquidity risk premium for similar securities, the lack of information that is released publicly and discussions with third-party industry analysts. Due to the inactivity in the market, observable market data was not readily available for all significant inputs for this security. Accordingly, the collateralized debt obligation was classified as Level 3 in the fair value hierarchy. The Company utilized observable inputs where available and unobservable data, and modeled the cash flows adjusted by an appropriate liquidity and credit risk adjusted discount rate using an income approach valuation technique, in order to measure the fair value of the security. Significant unobservable inputs were used that reflect the Company's estimate of assumptions that a market participant would use to price the security. Significant unobservable inputs included the discount rate, the default rate and repayment assumptions. The Company estimated the discount rate by comparing rates for similarly rated corporate bonds, with additional consideration given to market liquidity. The default rates and repayment assumptions were estimated based on the individual issuer's financial condition and historical repayment information, as well as the Company's future expectations of the capital markets.

The following tables present assets that are measured at estimated fair value on a nonrecurring basis at the dates indicated (in thousands):

Estimated fair value measurements using
March 31, 2016 Total estimated fair value Level 1 Level 2 Level 3

Impaired loans $ 1,092 $ - $ - $ 1,092
REO 644 - - 644
Total assets measured at fair value on a nonrecurring basis $ 1,736 $ - $ - $ 1,736

			Estimated fair value measurements using
	Total estimated fair value		Level 1		Level 2		Level 3
March 31, 2019
Impaired loans	$	394	$	-	$	-	$	394

March 31, 2015

Impaired loans $ 3,059 $ - $ - $ 3,059
REO 1,193 - - 1,193
Total assets measured at fair value on a nonrecurring basis $ 4,252 $ - $ - $ 4,252

March 31, 2018

Impaired loans	$	2,143	$	-	$	-	$	2,143

The following table presents quantitative information about Level 3 inputs for financial instruments measured at fair value on a nonrecurring basis at March 31, ~~2016~~2019 and ~~2015:~~2018:

~~The following methods were used to estimate the fair values:~~

~~Impaired loans~~ – For information regarding the Company's method for estimating the fair value of impaired loans, see Note 1 – Summary of Significant Accounting Policies – Allowance for Loan Losses.

In determining the estimated net realizable value of the underlying collateral, the Company primarily uses third-party appraisals which may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available and include consideration of variations in location,

size, and income production capacity of the property. Additionally, the appraisals are periodically further adjusted by the Company in consideration of charges that may be incurred in the event of foreclosure and are based on management's historical knowledge, changes in business factors and changes in market conditions.

Impaired loans are reviewed and evaluated quarterly for additional impairment and adjusted accordingly based on the same factors identified above. Because of the high degree of judgment required in estimating the fair value of collateral underlying impaired loans and because of the relationship between fair value and general economic conditions, the Company considers the fair value of impaired loans to be highly sensitive to changes in market conditions.

~~REO~~ – REO is real property that the Bank has taken ownership of in partial or full satisfaction of a loan or loans. REO is recorded at the estimated fair value less estimated costs to sell. This amount becomes the property's new basis. Any write downs based on the property's estimated fair value less estimated costs to sell at the date of acquisition are charged to the allowance for loan losses. At acquisition date, any write ups (whereby the fair value less estimated costs to sell exceeds the loan basis) are first recovered through the allowance for loan losses if there was a prior charge-off and then applied to any outstanding accrued interest. If no prior charge-off or accrued interest is present, the amount is recorded as a gain on transfer of REO.

The Company considers third-party appraisals in determining the fair value of particular properties. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available and include consideration of variations in location, size, and income production capacity of the property. Additionally, the appraisals are periodically further adjusted by the Company in consideration of charges that may be incurred in the event of foreclosure and are based on management's historical knowledge, changes in business factors and changes in market conditions.

Management periodically reviews REO to ensure the property is carried at the lower of its new basis or fair value, net of estimated costs to sell. Any additional write-downs based on a re-evaluation of the property's fair value are charged to non-interest expense. Because of the high degree of judgment required in estimating the fair value of REO and because of the relationship between fair value and general economic conditions, the Company considers the fair value of REO to be highly sensitive to changes in market conditions.

The following disclosure of the estimated fair value of financial instruments is made in accordance with GAAP. The Company, using available market information and appropriate valuation methodologies, has determined the estimated fair value amounts. However, considerable judgment is necessary to interpret market data in the development of the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in the future. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The carrying ~~amount~~amounts and estimated fair ~~value~~values of financial instruments isare as follows at the dates indicated (in thousands):

March 31, 2016	Carrying Amount		Level 1		Level 2		Level 3		Estimated Fair Value
March 31, 2019											Carrying Amount		Level 1		Level 2		Level 3		Estimated Fair Value
Assets:
Cash and cash equivalents	$	55,400	$	55,400	$	-	$	-	$	55,400	$	22,950	$	22,950	$	-	$	-	$	22,950
Certificates of deposit held for investment		16,769		-		16,959		-		16,959		747		-		746		-		746
Loans held for sale		503		-		503		-		503		909		-		909		-		909
Investment securities available for sale		150,690		-		148,882		1,808		150,690		178,226		-		178,226		-		178,226
Investment securities held to maturity		75		-		76		-		76		35		-		35		-		35
Loans receivable, net		614,934		-		-		571,068		571,068		864,659		-		-		862,429		862,429
FHLB stock		1,060		-		1,060		-		1,060		3,644		-		3,644		-		3,644

Liabilities:
Demand and savings deposits		660,421		660,421		-		-		660,421
Time deposits		119,382		-		119,143		-		119,143
Certificates of deposit												86,006		-		84,455		-		84,455
FHLB advances												56,586		-		56,586		-		56,586
Junior subordinated debentures		22,681		-		-		7,705		7,705		26,575		-		-		15,468		15,468
Capital lease obligations		2,475		-		2,475		-		2,475

Capital lease obligation												2,403		-		2,403		-		2,403

March 31, 2015	Carrying Amount		Level 1		Level 2		Level 3		Estimated Fair Value
March 31, 2018											Carrying Amount		Level 1		Level 2		Level 3		Estimated Fair Value

Assets:
Cash and cash equivalents	$	58,659	$	58,659	$	-	$	-	$	58,659	$	44,767	$	44,767	$	-	$	-	$	44,767
Certificates of deposit held for investment		25,969		-		26,256		-		26,256		5,967		-		5,959		-		5,959
Loans held for sale		778		-		778		-		778		210		-		210		-		210
Investment securities available for sale		112,463		-		110,651		1,812		112,463		213,221		-		213,221		-		213,221
Investment securities held to maturity		86		-		88		-		88		42		-		43		-		43
Loans receivable, net		569,010		-		-		548,908		548,908		800,610		-		-		792,916		792,916
FHLB stock		5,924		-		5,924		-		5,924		1,353		-		1,353		-		1,353

Liabilities:
Demand and savings deposits		582,011		582,011		-		-		582,011
Time deposits		138,839		-		138,744		-		138,744
Certificates of deposit												123,144		-		120,940		-		120,940
Junior subordinated debentures		22,681		-		-		9,769		9,769		26,484		-		-		15,274		15,274
Capital lease obligations		2,276		-		2,276		-		2,276
Capital lease obligation												2,431		-		2,431		-		2,431

Fair value estimates were based on existing financial instruments without attempting to estimate the value of anticipated future business. The fair value was not estimated for assets and liabilities that were not considered financial instruments.

~~Fair value estimates, methods~~

18.	REVENUE FROM CONTRACTS WITH CUSTOMERS

In accordance with ASC 606, revenues are recognized when goods or services are transferred to the customer in exchange for the consideration the Company expects to be entitled to receive. The largest portion of the Company's revenue is from interest income, which is not within the scope of ASC 606. All of the Company's revenue from contracts with customers within the scope of ASC 606 is recognized in non-interest income with the exception of gains on sales of REO, which are included in non-interest expense.

If a contract is determined to be within the scope of ASC 606, the Company recognizes revenue as it satisfies a performance obligation. Payments from customers are generally collected at the time services are rendered, monthly, or quarterly. For contracts with customers within the scope of ASC 606, revenue is either earned at a point in time or revenue is earned over time. Examples of revenue earned at a point in time are automated teller machine ("ATM") transaction fees, wire transfer fees, overdraft fees and ~~assumptions~~interchange fees. Revenue earned at a point in time is primarily based on the number and type of transactions that are ~~set forth below.~~generally derived from transactional information accumulated by the Company's systems and is recognized immediately as the transactions occur or upon providing the service to complete the customer's transaction. The Company is generally the principal in these contracts, with the exception of interchange fees, in which case the Company is acting as the agent and records revenue net of expenses paid to the principal. Examples of revenue earned over time, which generally occur on a monthly basis, are deposit account maintenance fees, investment advisory fees, merchant revenue, trust and investment management fees and safe deposit box fees. Revenue is generally derived from transactional information accumulated by the Company's systems or those of third-parties and is recognized as the related transactions occur or services are rendered to the customer.

Disaggregation of Revenue

The following table includes the Company's non-interest income disaggregated by type of service (in thousands):

	Year Ended March 31
	2019		2018		2017

Asset management fees	$	3,791	$	3,448	$	2,988
Debit card and ATM fees		3,104		2,961		2,535
Deposit related fees		1,721		1,628		1,486
Loan related fees		1,258		671		725
BOLI ⁽¹⁾		734		819		760
Net gains on sales of loans held for sale ⁽¹⁾		317		641		656
FHLMC loan servicing fees ⁽¹⁾		141		122		114
Other, net		792		714		750
Total non-interest income	$	11,858	$	11,004	$	10,014

⁽¹⁾Not within the scope of ASC 606

For the years ended March 31, 2019, 2018 and 2017, substantially all of the Company's revenues within the scope of ASC 606 are for performance obligations satisfied at a specified date.

Revenues recognized within the scope of ASC 606

~~Cash~~Asset management fees: Asset management fees are variable, since they are based on the underlying portfolio value, which is subject to market conditions and ~~cash equivalents~~ ~~– Fair value approximates~~amounts invested by clients through the ~~carrying amount.~~Trust Company. Asset management fees are recognized over the period that services are provided, and when the portfolio values are known or can be estimated at the end of each quarter.

~~Certificates~~Debit card and ATM fees: Debit and ATM interchange income represents fees earned when a debit card issued by the Bank is used. The Bank earns interchange fees from debit cardholder transactions through the MasterCard® payment network. Interchange fees from cardholder transactions represent a percentage of ~~deposit held for investment~~ –the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. The ~~fair value~~performance obligation is satisfied and the fees are earned when the cost of ~~certificates of deposit~~the transaction is charged to the cardholders' debit card. Certain expenses directly associated with ~~stated maturities was based~~the debit cards are recorded on a net basis with the ~~discounted value of contractual cash flows. The discount rate was estimated using rates currently available in the local market.~~interchange income.

~~Investment securities~~ Deposit related fees~~– See descriptions above.~~: Fees are earned on the Bank's deposit accounts for various products offered to or services performed for the Bank's customers. Fees include business account fees, non-sufficient fund fees, stop payment fees, wire services, safe deposit box and others. These fees are recognized on a daily, monthly or quarterly basis, depending on the type of service.

~~Loans receivable~~Loan related fees: Non-interest loan fee income is earned on loans that the Bank services, excluding loans serviced for the FHLMC which are not within the scope of ASC 606. Loan related fees include prepayment fees, late charges, brokered loan fees, maintenance fees and ~~loans held for sale~~ ~~– Loans receivable were priced using~~others. These fees are recognized on a ~~discounted cash flow analysis. The fair value of loans held for sale was based~~daily, monthly, quarterly or annual basis, depending on the ~~loans' carrying values as the agreements to sell these loans are short-term fixed rate commitments and no material difference between the carrying value and expected sales price is deemed likely.~~type of service.

~~FHLB stock~~Other ~~– Fair value approximates~~: Fees earned on other services, such as merchant services or occasional non-recurring type services, are recognized at the ~~carrying amount.~~time of the event or the applicable billing cycle.

~~Deposits~~ – The fair value of deposits with no stated maturities such as non-interest-bearing demand deposits, interest checking, money market and savings accounts was equal to the amount payable on demand. The fair value of time deposits with stated maturities was based on the discounted value of contractual cash flows. The discount rate was estimated using rates currently available in the local market.Contract Balances

~~Junior subordinated debentures~~ ~~– The fair value~~As of March 31, 2019, the ~~Debentures was based on~~Company had no significant contract liabilities where the ~~discounted cash flow method. Management believes that~~Company had an obligation to transfer goods or services for which the ~~discount rate utilized is indicative~~Company had already received consideration. In addition, the Company had no material unsatisfied performance obligations as of ~~those that would be used by market participants for similar types of debentures.~~this date.

~~Capital lease obligation~~ – The fair value of the Company's capital lease obligations is estimated by discounting the cash flows through maturity based on current rates available to the Company for borrowings with similar maturities.

~~Off-balance sheet financial instruments~~ – The estimated fair value of loan commitments approximates fees recorded associated with such commitments. Since the majority of the Company's off-balance-sheet financial instruments consist of non-fee producing, variable rate commitments, the Company has determined they do not have a distinguishable fair value.

~~100~~

~~17.~~19.

COMMITMENTS AND CONTINGENCIES

Off-balance sheet arrangements – In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk in order to meet the financing needs of its customers. These financial instruments generally include commitments to originate mortgage, commercial and consumer loans. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. The Company's maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments. Commitments to originate loans are conditional and are honored for up to 45 days subject to the Company's usual terms and conditions. Collateral is not required to support commitments.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. These guarantees are primarily used to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies and is required in instances where the Company deems it necessary.

Significant off-balance sheet commitments are listed below at the dates indicated (in thousands):

	Contract or Notional Amount				Contract or Notional Amount
	March 31, 2016		March 31, 2015		March 31, 2019		March 31, 2018
Commitments to originate loans:
Adjustable-rate	$	25,186	$	13,410	$	30,579	$	20,065
Fixed-rate		16,689		3,652		10,158		14,989
Standby letters of credit		1,379		1,105		2,410		2,432
Undisbursed loan funds and unused lines of credit		101,623		82,011		139,842		152,982
Total	$	144,877	$	100,178	$	182,989	$	190,468

At March 31, ~~2016,~~2019, the Company had firm commitments to sell ~~$1.6~~$1.7 million of residential loans to the FHLMC. Typically, these agreements are short-term fixed-rate commitments and no material gain or loss is likely.

Other Contractual Obligations – In connection with certain asset sales, the Company typically makes representations and warranties about the underlying assets conforming to specified guidelines. If the underlying assets do not conform to the specifications, the Company may have an obligation to repurchase the assets or indemnify the purchaser against loss. At March 31, ~~2016,~~2019, loans under warranty totaled ~~$117.1~~$111.4 million, which substantially represents the unpaid principal balance of the Company's loans serviced for the FHLMC. The Company believes that the potential for loss under these arrangements is remote. ~~Accordingly, no related contingent liability has been recorded in~~At March 31, 2019, the ~~consolidated financial statements.~~Company had an allowance for FHLMC loans of $13,000.

The Bank is a public depository and, accordingly, accepts deposit and other public funds belonging to, or held for the benefit of, Washington and Oregon states, political subdivisions thereof, and municipal corporations. In accordance with applicable state law, in the event of default of a participating bank, all other participating banks in the state collectively assure that no loss of funds are suffered by any public depositor. Generally, in the event of default by a public ~~depositary,~~depository, the assessment attributable to all public ~~depositaries~~depositories is allocated on a pro rata basis in proportion to the maximum liability of each depository as it existed on the date of loss. The Company has not incurred any losses related to public depository funds for the years ended March 31, ~~2016, 2015~~2019, 2018 and ~~2014.~~2017.

The Bank has entered into employment contracts with certain key employees, which provide for contingent payments subject to future events.

Litigation – The Company is periodically a party to litigation arising in the ordinary course of business. In the opinion of management, these actions will not have a material effect, if any, on the Company's future consolidated financial position, results of operations and cash flows.

100

~~The Bank has entered into employment contracts with certain key employees, which provide for contingent payments subject to future events.~~

~~101~~

~~18.~~20.

RIVERVIEW BANCORP, INC. (PARENT COMPANY ONLY)

BALANCE SHEETS
MARCH 31, 2016 AND 2015

AS OF MARCH 31, 2019 AND 2018
(In thousands)		2016		2015	2019		2018
ASSETS
Cash and cash equivalents (including interest earning accounts of $0 and $3,111)	$	1,467	$	3,140
Cash and cash equivalents					$	4,178	$	6,479
Investment in the Bank		127,311		121,178		155,041		136,497
Other assets		2,657		2,439		1,445		1,166
TOTAL ASSETS	$	131,435	$	126,757	$	160,664	$	144,142
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expenses and other liabilities	$	29	$	22	$	63	$	80
Dividend payable		452		253		904		677
Borrowings		22,681		22,681		26,575		26,484
Shareholders' equity		108,273		103,801		133,122		116,901
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	131,435	$	126,757	$	160,664	$	144,142

STATEMENTS OF INCOME
YEARS ENDED MARCH 31, 2016, 2015 AND 2014
FOR THE YEARS ENDED MARCH 31, 2019, 2018 AND 2017
(In thousands)										2019			2018			2017

(In thousands)		2016			2015			2014
INCOME:
Dividend income from the Bank	$	-		$	6,000		$	-
Interest on investment securities and other short-term investments		12			13			13		$	35		$	26		$	21
Interest on loan receivable from the Bank		24			33			42			-			6			15
Total income		36			6,046			55			35			32			36

EXPENSE:
Management service fees paid to the Bank		143			143			143			143			143			143
Other expenses		443			457			459			1,298			1,020			587
Total expense		586			600			602			1,441			1,163			730
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY
IN UNDISTRIBUTED INCOME (LOSS) OF THE BANK		(550	)		5,446			(547	)
LOSS BEFORE INCOME TAXES AND EQUITY
IN UNDISTRIBUTED INCOME OF THE BANK											(1,406	)		(1,131	)		(694	)
BENEFIT FOR INCOME TAXES		(187	)		(197	)		(1,365	)		(294	)		(513	)		(235	)
INCOME (LOSS) OF PARENT COMPANY		(363	)		5,643			818
EQUITY IN UNDISTRIBUTED INCOME (LOSS) OF THE BANK		6,721			(1,152	)		18,605
LOSS OF PARENT COMPANY											(1,112	)		(618	)		(459	)
EQUITY IN UNDISTRIBUTED INCOME OF THE BANK											18,378			10,860			7,863
NET INCOME	$	6,358		$	4,491		$	19,423		$	17,266		$	10,242		$	7,404

There were no items of other comprehensive income that were solely attributable to the parent ~~Company.~~company.

~~102~~

101

RIVERVIEW BANCORP, INC. (PARENT COMPANY ONLY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, ~~2016, 2015~~2019, 2018 AND ~~2014~~2017

(In thousands)	2016			2015			2014			2019			2018			2017

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6,358		$	4,491		$	19,423		$	17,266		$	10,242		$	7,404
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Equity in undistributed (income) loss of the Bank		(6,721	)		1,152			(18,605	)
Provision (benefit) for deferred income taxes		721			(197	)		(1,364	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in undistributed income of the Bank											(18,378	)		(10,860	)		(7,863	)
Amortization											91			94			22
Provision for deferred income taxes											10			174			666
Earned ESOP shares		110			102			68			-			148			143
Stock based compensation		-			26			78
Changes in assets and liabilities:
Other assets		(941	)		110			131			(447	)		1,770			(1,031	)
Accrued expenses and other liabilities		(1	)		(3,698	)		355			141			(132	)		(19	)
Net cash provided by (used in) operating activities		(474	)		1,986			86			(1,317	)		1,436			(678	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from assumption of junior subordinated debt (see Note 3)											-			-			3,687
Dividend from the Bank											2,000			1,750			2,500
Net cash provided by investing activities											2,000			1,750			6,187

CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid		(1,261	)		-			-			(3,163	)		(2,140	)		(1,799	)
Proceeds from exercise of stock options		62			48			-			179			245			11
Net cash provided by (used in) financing activities		(1,199	)		48			-
Net cash used in financing activities											(2,984	)		(1,895	)		(1,788	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,673	)		2,034			86			(2,301	)		1,291			3,721

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		3,140			1,106			1,020			6,479			5,188			1,467

CASH AND CASH EQUIVALENTS, END OF YEAR	$	1,467		$	3,140		$	1,106		$	4,178		$	6,479		$	5,188

~~103~~

102

RIVERVIEW BANCORP, INC.

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

(Dollars in thousands, except per share data)	Three Months Ended
	March 31		December 31		September 30		June 30
Fiscal 2019:
Interest and dividend income	$	12,464	$	12,336	$	12,213	$	12,105
Interest expense		930		656		611		618
Net interest income		11,534		11,680		11,602		11,487
Provision for (recapture of) loan losses		-		-		250		(200	)
Non-interest income, net		3,008		2,782		3,016		3,052
Non-interest expense		8,962		8,803		8,915		9,019
Income before income taxes		5,580		5,659		5,453		5,720
Provision for income taxes		1,373		1,271		1,224		1,278

Net income	$	4,207	$	4,388	$	4,229	$	4,442

Basic earnings per common share ⁽¹⁾	$	0.19	$	0.19	$	0.19	$	0.20

Diluted earnings per common share ⁽¹⁾	$	0.19	$	0.19	$	0.19	$	0.20

Fiscal 2018:
Interest and dividend income	$	11,244	$	11,378	$	11,315	$	11,023
Interest expense		587		582		590		590
Net interest income		10,657		10,796		10,725		10,433
Provision for loan losses		-		-		-		-
Non-interest income, net		2,663		2,890		2,713		2,738
Non-interest expense		9,127		8,558		8,759		9,174
Income before income taxes		4,193		5,128		4,679		3,997
Provision for income taxes		1,184		3,608		1,620		1,343

Net income	$	3,009	$	1,520	$	3,059	$	2,654

Basic earnings per common share ⁽¹⁾	$	0.13	$	0.07	$	0.14	$	0.12

Diluted earnings per common share ⁽¹⁾	$	0.13	$	0.07	$	0.14	$	0.12

(Dollars in thousands, except share data) Three Months Ended
March 31 December 31 September 30 June 30
Fiscal 2016:
Interest and dividend income $ 7,864 $ 7,921 $ 7,602 $ 7,561
Interest expense 432 434 439 437
Net interest income 7,432 7,487 7,163 7,124
Recapture of loan losses (350 ) - (300 ) (500 )
Non-interest income, net 2,193 2,417 2,216 2,549
Non-interest expense 7,569 7,349 7,284 7,745
Income before income taxes 2,406 2,555 2,395 2,428
Provision for income taxes 1,001 849 743 833

Net income
$ 1,405 $ 1,706 $ 1,652 $ 1,595

Basic earnings per share ⁽¹⁾
$ 0.06 $ 0.08 $ 0.07 $ 0.07

Diluted earnings per share ⁽¹⁾
$ 0.06 $ 0.08 $ 0.07 $ 0.07
Fiscal 2015:
Interest and dividend income $ 7,347 $ 7,203 $ 7,210 $ 6,866
Interest expense 434 485 490 507
Net interest income 6,913 6,718 6,720 6,359
Recapture of loan losses (750 ) (400 ) (350 ) (300 )
Non-interest income, net 2,178 2,264 2,223 2,210
Non-interest expense 7,689 7,646 7,674 7,735
Income before income taxes 2,152 1,736 1,619 1,134
Provision for income taxes 634 587 535 394

Net income
$ 1,518 $ 1,149 $ 1,084 $ 740

Basic earnings per share ⁽¹⁾
$ 0.07 $ 0.05 $ 0.05 $ 0.03

Diluted earnings per share ⁽¹⁾
$ 0.07 $ 0.05 $ 0.05 $ 0.03

⁽¹⁾ Quarterly earnings per common share may vary from annual earnings common per share due to rounding.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not ~~Applicable~~applicable.

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 ("Exchange Act")) was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management as of the end of the period covered by this annual report. The Company's Chief Executive Officer and Chief Financial Officer concluded that as of March 31, ~~2016,~~2019, the Company's disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures. The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the

Company have been

~~104~~

103

~~Company have been~~ detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns in controls or procedures can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the ~~control.~~controls. The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements attributable to errors or fraud may occur and not be detected.

(b) Changes in Internal Controls: There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

(c) Management's Annual Report on Internal Control Over Financial Reporting: The management of Riverview Bancorp, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has been designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of the Company's published consolidated financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The management of Riverview Bancorp, Inc. has assessed the effectiveness of the Company's internal control over financial reporting as of March 31, ~~2016.~~2019. To make the assessment, we used the criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we have concluded that, as of March 31, ~~2016,~~2019, the Company's internal control over financial reporting was effective based on those criteria.

The Company's independent registered public accounting firm that audits the Company's consolidated financial statements has audited the Company's internal control over financial reporting as of March 31, ~~2016.~~2019. The attestation report, appearing ~~below,~~in "Item 8: Financial Statements and Supplementary Data" of this Form 10-K, expresses an unqualified opinion on the effectiveness of the Company's internal control over financial reporting as of March 31, ~~2016.~~2019.

~~105~~

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~To the Board of Directors and Shareholders of~~
~~Riverview Bancorp, Inc.~~

We have audited the internal control over financial reporting of Riverview Bancorp, Inc. and Subsidiary (collectively, "the Company") as of March 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's consolidated balance sheet as of March 31, 2016, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended, and our report dated June 14, 2016, expressed an unqualified opinion on those consolidated financial statements.

~~/s/Delap LLP~~

~~Lake Oswego, Oregon~~
~~June 14, 2016~~

~~106~~

Item 9B. Other Information

There was no information to be disclosed by the Company in a report on Form 8-K during the fourth quarter of fiscal year ~~2016~~2019 that was not so disclosed.

104

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information contained under the section captioned "Proposal I ‑ Election of Directors" contained in the Company's Proxy Statement for the ~~2016~~2019 Annual Meeting of Stockholders, and "Part I - Business -- ~~Personnel -~~ Executive Officers" of this Form 10-K, is incorporated herein by reference.

~~Section 16(a) Beneficial Ownership Reporting Compliance.~~

The information concerning compliance with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 by directors, officers and ten percent stockholders of the Company required by this item is incorporated herein by reference from the Company's Proxy Statement for the 2016 Annual Meeting of Stockholders.

Code of Ethics

In December 2003, the Board of Directors adopted the Officer and Director Code of Ethics. The Code of Ethics is applicable to each of the Company's officers, including the principal executive officer and senior financial officers, and requires individuals to maintain the highest standards of professional conduct. A copy of the Code of Ethics is available on the Company's website at www.riverviewbank.com.

Audit Committee Matters and Audit Committee Financial Expert

The Company has a separately-designated standing Audit Committee, composed of Directors ~~Gary R. Douglass,~~Gerald L. Nies, Bess. R. Wills, and Jerry C. Olson. Each member of the Audit Committee is "independent," as defined in the Nasdaq Stock Market Listing Standards. The Company's Board of Directors has designated Mr. ~~Douglass,~~Olson, Audit Committee Chairman, as its financial expert, as defined in SEC's Regulation S-K.

Nomination Procedures

There have been no material changes to the procedures by which shareholders may recommend nominees to the Company's Board of Directors.

Item 11. Executive Compensation

The information set forth under the sections captioned "Executive Compensation" and "Directors' Compensation" in the Company's Proxy Statement for the ~~2016~~2019 Annual Meeting of Stockholders (excluding the information contained under the heading "Personnel/Compensation Committee Report,") is incorporated herein by reference.

~~107~~

105

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Company's Proxy Statement for the ~~2016~~2019 Annual Meeting of Stockholders is incorporated herein by reference.

Equity Compensation Plan Information. The following table summarizes share and exercise price information about the Company's equity compensation plan as of March 31, ~~2016.~~2019.

Plan category	Number of securities to be issued upon exercise of outstanding options		Weighted- average price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (A)		Number of securities to be issued upon exercise of outstanding options		Weighted- average price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (A)

Equity compensation plans approved by security holders:	(A)		(B)		(C)			(A)	(B)		(C)
2017 Equity Incentive Plan								-	-		1,800,000
2003 Stock Option Plan		165,154		3.31		-		101,332	3.26		-
1998 Stock Option Plan		58,500		8.73		-

Equity compensation plans not approved by security holders:		-		-		-		-	-		-

Total		223,654				-		101,332	3.26		1,800,000

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information set forth under the headings "Related Party Transactions" and "Director Independence" under the heading "Meetings and Committees of the Board of Directors and Corporate Governance Matters – Corporate Governance" in the Company's Proxy Statement for the ~~2016~~2019 Annual Meeting of Stockholders is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information set forth under the section captioned "Independent ~~Auditor"~~Registered Public Accounting Firm" in the Company's Proxy Statement for the ~~2016~~2019 Annual Meeting of Stockholders (excluding the information contained under the heading of "Report of the Audit Committee") is incorporated herein by reference.

~~108~~

106

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)

Financial Statements

See "Part II –Item 8. Financial Statements and Supplementary Data."

	2.
	2.	Financial Statement Schedules All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.


3.	Exhibits
	~~3.1~~ 2.1	Purchase and Assumption Agreement among Riverview Community Bank, a federal savings bank, and Riverview Bancorp, Inc. a Washington corporation, and MBank, an Oregon state-chartered commercial bank, and Merchants Bancorp, an Oregon corporation (1)
	3.1	Articles of Incorporation of the Registrant ~~(1)~~(2)
	3.2	Bylaws of the Registrant ~~(2)~~(3)
	4 4.1	Form of Certificate of Common Stock of the Registrant ~~(1)~~(2)
	~~10.1~~ 4.2	Description of Riverview Bancorp, Inc. Common Stock *
	10.1	Form of Employment Agreement between the Company and the Bank and each of ~~Patrick Sheaffer, Ronald A. Wysaske, and~~ Kevin J. Lycklama, ~~(3)~~David Lam, Daniel D. Cox, Kim J. Capeloto and Steven P. Plambeck (4)
	10.2	Form of Change in Control Agreement between the Company and the Bank and each of ~~Patrick Sheaffer, Ronald A. Wysaske, and~~ Kevin J. Lycklama, ~~(3)~~David Lam, Daniel D. Cox, Kim J. Capeloto and Steven P. Plambeck (4)
	10.3	Form of Employment Agreement between the ~~Bank~~Company and ~~John A. Karas (4)~~Chris P. Cline (5)
	10.4	~~Employee Severance Compensation Plan~~ Form of Change in Control Agreement between the Company and Chris P. Cline (5)
	10.5	Employee ~~Stock Ownership~~Severance Compensation Plan (6)
	10.6	~~1998~~ Employee Stock ~~Option~~Ownership Plan (7)
	10.7	~~2003 Stock Option Plan (8)~~ Reserved
	10.8	2003 Stock Option Plan (8)
	10.9	Form of Incentive Stock Option Award Pursuant to 2003 Stock Option Plan (9)
	~~10.9~~ 10.10	Form of Non-qualified Stock Option Award Pursuant to 2003 Stock Option Plan (9)
	~~10.10~~ 10.11	Deferred Compensation Plan (10)
	~~10.11~~ 10.12	Standstill Agreement, dated August 26, 2015, by and among, Riverview Bancorp, Inc. and Ancora Advisors, LLC, Merlin Partners LP, Ancora Catalyst Fund, Frederick DiSanto, Brian Hopkins, Patrick Sweeney and James M. Chadwick 2017 Equity Incentive Plan (11)
	11 10.13	~~Statement~~ Form of ~~recomputation of per share earnings (See Note 15 of~~Incentive Stock Option Award Agreement under the ~~Notes to Consolidated Financial Statements contained herein.)~~Riverview Bancorp, Inc. 2017 Equity Incentive Plan (12)
	21 10.14	~~Subsidiaries~~ Form of ~~Registrant~~Non-Qualified Stock Option Award Agreement under the Riverview Bancorp, Inc. 2017 Equity Incentive Plan (12)
	23 10.15	Form of Restricted Stock Award Agreement under the Riverview Bancorp, Inc. 2017 Equity Incentive Plan (12)
	10.16	Form of Restricted Stock Unit Award Agreement under the Riverview Bancorp, Inc. 2017 Equity Incentive Plan (12)
	21	Subsidiaries of Registrant (13)
	23	Consent of Independent Registered Public Accounting Firm ~~– Delap LLP~~*
	~~23.1~~ 31.1	~~Consent of Independent Registered Public Accounting Firm – Deloitte & Touch LLP~~
	~~31.1~~	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act *
	31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act *
	32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act *
	101	The following materials from Riverview Bancorp Inc.'s ~~Yearly~~Annual Report on Form 10-K for the year ended March 31, ~~2016,~~2019, formatted on Extensible Business Reporting Language (XBRL) (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Shareholders' Equity (e) Consolidated Statements of Cash Flows; and (f) Notes to Consolidated Financial Statements *

(1)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2016 and incorporated herein by reference.

~~(1)~~(2)

Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (Registration No. 333-30203), and incorporated herein by reference.

~~(2)~~(3)

Filed as an exhibit to the ~~Registrant's~~Registrant’s Current Report on Form 8-K filed with the SEC on May 3, ~~2016~~2019 and incorporated herein by reference.

~~(3)~~(4)

Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2019, and incorporated herein by reference.

(5)	Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2017 and incorporated herein by reference.

(6)	Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended ~~December 31, 2014, and incorporated herein by reference.~~

~~(4)~~

~~Filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on September 18, 2007 and incorporated herein by reference.~~

~~(5)~~

~~Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter-ended~~ September 30, 1997, and incorporated herein by reference.

~~(6)~~(7)

Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended March 31, 1998, and incorporated herein by reference.

~~(7)~~

~~Filed as an exhibit to the Registrant's Registration Statement on Form S-8 (Registration No. 333-66049), and incorporated herein by reference.~~

(8)	Filed as an exhibit to the ~~Registrant's~~Registrant’s Definitive Annual Meeting Proxy Statement (000-22957), filed with the Commission on June 5, 2003, and incorporated herein by reference.

(9)	Filed as an exhibit to the ~~Registrant's~~Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, and incorporated herein by reference.

(10)	Filed as an exhibit to the ~~Registrant's~~Registrant’s Annual Report on Form 10-K for the year ended March 31, 2009 and incorporated herein by reference.

(11)	Filed as ~~an exhibit~~Appendix A to the ~~Registrant's Current Report on Form 8-K~~Registrant’s Definitive Annual Meeting Proxy Statement (000-22957), filed with the ~~SEC~~Commission on ~~August 31, 2015,~~June 16, 2017, and incorporated herein by reference.

(12)	Filed as an exhibit to the ~~Registrant's~~Registrant’s Registration Statement on Form S-8 (Registration No. 333-228099), and incorporated herein by reference.

(13)	Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended March 31, ~~2007,~~2017, and incorporated herein by reference.

~~109~~

*	Filed herewith

107

Item 16. Form 10-K Summary

None.

108

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		RIVERVIEW BANCORP, INC.

Date:	June 14, 2019	By:	/s/ Kevin J. Lycklama
			Kevin J. Lycklama
			President and Chief Executive Officer Director (Duly Authorized Representative)

~~Date: June 14, 2016~~

~~By:~~ ~~/s/ Patrick Sheaffer~~

~~Patrick Sheaffer~~

~~Chairman of the Board and~~

~~Chief Executive Officer~~

~~(Duly Authorized Representative)~~

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Patrick Sheaffer	~~By:~~	~~/s/ Ronald A. Wysaske~~
	~~Patrick Sheaffer~~ ~~Chairman of the Board and~~ ~~Chief Executive Officer~~ ~~(Principal Executive Officer)~~		~~Ronald A. Wysaske~~ ~~President and Chief Operating Officer~~ ~~Director~~

~~Date:~~	~~June 14, 2016~~	~~Date:~~	~~June 14, 2016~~

By:	/s/ Kevin J. Lycklama
~~By:~~	~~/s/ Bess R. Wills~~ Patrick Sheaffer
	Kevin J. Lycklama
	Chairman of the Board		President and Chief Executive Officer Director (Principal Executive Officer)

Date:	June 14, 2019	Date:	June 14, 2019


By:	/s/ David Lam	By:	/s/ Bess R. Wills
	David Lam		Bess R. Wills
	Executive Vice President and		Director
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date:	June 14, 2019	Date:	June 14, 2019


By:	/s/ David Nierenberg	By:	/s/ Bradley J. Carlson
	David Nierenberg		Bradley J. Carlson
	Director		Director

Date:	June 14, ~~2016~~2019	Date:	June 14, ~~2016~~ 2019


By:	/s/ ~~Gary R. Douglass~~John A. Karas	By:	/s/ ~~Bradley J. Carlson~~ Jerry C. Olson
	~~Gary R. Douglass~~John A. Karas		~~Bradley J. Carlson~~ Jerry C. Olson
	Director		Director

~~Date:~~	~~June 14, 2016~~	~~Date:~~	~~June 14, 2016~~

~~By:~~	~~/s/ Michael D. Allen~~	~~By:~~	~~/s/ Jerry C. Olson~~
	~~Michael D. Allen~~		~~Jerry C. Olson~~
	~~Director~~		~~Director~~

Date:	June 14, ~~2016~~ 2019	Date:	June 14, ~~2016~~

~~By:~~	~~/s/ Gerald L. Nies~~	~~By:~~	~~/s/ James M. Chadwick~~2019
	~~Gerald L. Nies~~		~~James M. Chadwick~~
	~~Director~~		~~Director~~

~~Date:~~	~~June 14, 2016~~	~~Date:~~	~~June 14, 2016~~

~~By:~~	~~/s/ David Nierenberg~~
	~~David Nierenberg~~
	~~Director~~

~~Date:~~ By:	~~June 14, 2016~~/s/ Gerald L. Nies	By:	/s/ Patricia W. Eby
	Gerald L. Nies		Patricia W. Eby
	Director		Director

Date:	June 14, 2019	Date:	June 14, 2019

~~110~~109

~~EXHIBIT INDEX~~

~~Exhibit 23~~	~~Consent of Independent Registered Public Accounting Firm – Delap LLP~~

~~Exhibit 23.1~~	~~Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP~~

~~Exhibit 31.1~~	~~Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~Exhibit 31.2~~	~~Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~Exhibit 32~~	~~Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350 as Adopted~~ ~~Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~Exhibit 101~~	The following materials from Riverview Bancorp, Inc.'s Annual Report on Form 10-K for the year ended March 31, 2016, formatted in Extensible Business Reporting Language (XBRL): (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income (Loss); (d) Consolidated Statements of Shareholders' Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Consolidated Financial Statements

~~111~~

~~Washington~~		91-1838969
(State or other jurisdiction of incorporation or organization)		~~(I.R.S.~~ (I.R.S. Employer I.D. Number)

900 Washington St., Ste. 900, Vancouver, Washington		98660
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:		(360) 693-6650

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, Par Value ~~$.01~~$0.01 per share	RVSB	~~Nasdaq~~ The NASDAQ Stock Market LLC
~~(Title of Each Class)~~	~~(Name of Each Exchange on Which Registered)~~

		At March 31,																										At March 31,
		2016					2015					2014					2013					2012						2019					2018					2017					2016					2015
		Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent				Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent

Commercial and construction:
Commercial business		$	69,397		11.11	%	$	77,186		13.31	%	$	71,632		13.43	%	$	71,935		13.42	%	$	87,238		12.74	%		$	162,796		18.58	%	$	137,672		16.97	%	$	107,371		13.78	%	$	69,397		11.11	%	$	77,186		13.31	%
Other real estate mortgage ⁽¹⁾			399,527		63.94			345,506		59.60			324,881		60.90			355,397		66.30			434,763		63.49				530,029		60.50			529,014		65.20			506,661		65.00			399,527		63.94			345,506		59.60
Real estate construction			26,731		4.28			30,498		5.26			19,482		3.65			9,675		1.81			25,791		3.76				90,882		10.37			39,584		4.88			46,157		5.92			26,731		4.28			30,498		5.26
Total commercial and construction			495,655		79.33			453,190		78.17			415,995		77.98			437,007		81.53			547,792		79.99				783,707		89.45			706,270		87.05			660,189		84.70			495,655		79.33			453,190		78.17
Consumer:
Real estate one-to-four family			88,780		14.21			89,801		15.49			93,007		17.43			97,140		18.12			134,975		19.71				84,053		9.60			90,109		11.10			92,865		11.91			88,780		14.21			89,801		15.49
Other installment			40,384		6.46			36,781		6.34			24,486		4.59			1,865		0.35			2,042		0.30				8,356		0.95			14,997		1.85			26,378		3.39			40,384		6.46			36,781		6.34
Total consumer			129,164		20.67			126,582		21.83			117,493		22.02			99,005		18.47			137,017		20.01				92,409		10.55			105,106		12.95			119,243		15.30			129,164		20.67			126,582		21.83
Total loans			624,819		100.00	%		579,772		100.00	%		533,488		100.00	%		536,012		100.00	%		684,809		100.00	%			876,116		100.00	%		811,376		100.00	%		779,432		100.00	%		624,819		100.00	%		579,772		100.00	%
Less:
Allowance for loan losses			9,885					10,762					12,551					15,643					19,921						11,457					10,766					10,528					9,885					10,762
Total loans receivable, net		$	614,934				$	569,010				$	520,937				$	520,369				$	664,888					$	864,659				$	800,610				$	768,904				$	614,934				$	569,010

⁽¹⁾ Other real estate mortgage consists of commercial real estate, land and multi-family loans.	⁽¹⁾ Other real estate mortgage consists of commercial real estate, land and multi-family loans.																										⁽¹⁾ Other real estate mortgage consists of commercial real estate, land and multi-family loans.

	Commercial		Other Real Estate Mortgage		Real Estate Construction		Commercial & Construction Total
March 31, 2016

Commercial business	$	69,397	$	-	$	-	$	69,397
Commercial construction		-		-		16,716		16,716
Office buildings		-		107,986		-		107,986
Warehouse/industrial		-		55,830		-		55,830
Retail/shopping centers/strip malls		-		61,600		-		61,600
Assisted living facilities		-		1,809		-		1,809
Single purpose facilities		-		126,524		-		126,524
Land		-		12,045		-		12,045
Multi-family		-		33,733		-		33,733
One-to-four family construction		-		-		10,015		10,015
Total	$	69,397	$	399,527	$	26,731	$	495,655

March 31, 2015
									Commercial Business		Other Real Estate Mortgage		Real Estate Construction		Commercial & Construction Total
March 31, 2019

Commercial business	$	77,186	$	-	$	-	$	77,186	$	162,796	$	-	$	-	$	162,796
Commercial construction		-		-		27,967		27,967		-		-		70,533		70,533
Office buildings		-		86,813		-		86,813		-		118,722		-		118,722
Warehouse/industrial		-		42,173		-		42,173		-		91,787		-		91,787
Retail/shopping centers/strip malls		-		60,736		-		60,736		-		64,934		-		64,934
Assisted living facilities		-		1,846		-		1,846		-		2,740		-		2,740
Single purpose facilities		-		108,123		-		108,123		-		183,249		-		183,249
Land		-		15,358		-		15,358
Land acquisition and development										-		17,027		-		17,027
Multi-family		-		30,457		-		30,457		-		51,570		-		51,570
One-to-four family construction		-		-		2,531		2,531		-		-		20,349		20,349
Total	$	77,186	$	345,506	$	30,498	$	453,190	$	162,796	$	530,029	$	90,882	$	783,707

Table of Contents
PART I		PAGE
Item 1.	Business	4
Item 1A.	Risk Factors	3231
Item 1B.	Unresolved Staff Comments	4243
Item 2.	Properties	4243
Item 3.	Legal Proceedings	4243
Item 4.	Mine Safety Disclosures	4243
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4344
Item 6.	Selected Financial Data	4546
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4748
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	6359
Item 8.	Financial Statements and Supplementary Data	6561
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~104~~103
Item 9A.	Controls and Procedures	~~104~~103
Item 9B.	Other Information	~~107~~104
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~107~~105
Item 11.	Executive Compensation	~~107~~105
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related ~~Stockholders~~Stockholder Matters	~~108~~106
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~108~~106
Item 14.	Principal Accounting Fees and Services	~~108~~106
PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~109~~107
Item 16.	Form 10-K Summary	108

Signatures		~~110~~109
~~Exhibit Index~~		~~111~~

	Northwest Oregon		Other Oregon		Southwest Washington		Total
March 31, 2016

Land development	$	97	$	2,766	$	9,182	$	12,045
Speculative construction		400		-		7,711		8,111
Total land development and speculative construction	$	497	$	2,766	$	16,893	$	20,156

March 31, 2015

Land development	$	108	$	2,895	$	12,355	$	15,358
Speculative construction		-		108		1,578		1,686
Total land development and speculative construction	$	108	$	3,003	$	13,933	$	17,044

March 31, 2018

Land acquisition and development	$	482	$	881	$	13,974	$	15,337
Speculative and custom/presold construction		400		421		12,596		13,417
Total	$	882	$	1,302	$	26,570	$	28,754

	Within 1 Year		1 – 3 Years		After 3 – 5 Years		After 5 – 10 Years		Beyond 10 Years		Total		Within 1 Year		1 – 3 Years		After 3 – 5 Years		After 5 – 10 Years		Beyond 10 Years		Total
Commercial and construction:
Commercial business	$	14,926	$	16,548	$	9,364	$	24,724	$	3,835	$	69,397	$	17,501	$	19,920	$	15,369	$	50,117	$	59,889	$	162,796
Other real estate mortgage		31,303		92,794		22,907		182,610		69,913		399,527		14,680		20,939		68,037		336,189		90,184		530,029
Real estate construction		7,755		2,567		-		7,916		8,493		26,731		15,085		1,555		-		62,567		11,675		90,882
Total commercial and construction		53,984		111,909		32,271		215,250		82,241		495,655		47,266		42,414		83,406		448,873		161,748		783,707
Consumer:
Real estate one-to-four family		801		893		2,283		5,212		79,591		88,780		326		501		931		4,363		77,932		84,053
Other installment		1,445		3,060		28,198		7,619		62		40,384		1,047		5,536		1,184		263		326		8,356
Total consumer		2,246		3,953		30,481		12,831		79,653		129,164		1,373		6,037		2,115		4,626		78,258		92,409
Total loans	$	56,230	$	115,862	$	62,752	$	228,081	$	161,894	$	624,819	$	48,639	$	48,451	$	85,521	$	453,499	$	240,006	$	876,116

	Fixed Rate		Adjustable Rate		Total		Fixed Rate		Adjustable Rate		Total

Commercial and construction:
Commercial business	$	32,135	$	22,336	$	54,471	$	89,199	$	56,096	$	145,295
Other real estate mortgage		122,739		245,485		368,224		180,845		334,504		515,349
Real estate construction		4,319		14,657		18,976		27,701		48,096		75,797
Total commercial and construction		159,193		282,478		441,671		297,745		438,696		736,441
Consumer:
Real estate one-to-four family		65,372		22,607		87,979		63,082		20,645		83,727
Other installment		38,475		464		38,939		6,769		540		7,309
Total consumer		103,847		23,071		126,918		69,851		21,185		91,036
Total loans	$	263,040	$	305,549	$	568,589	$	367,596	$	459,881	$	827,477

	At or For the Year						At or For the Year
	Ended March 31,						Ended March 31,
	2016			2015			2019			2018

Classified loans	$	4,294		$	13,321		$	6,306		$	7,423

General loss allowances		9,775			10,615			11,435			10,697
Specific loss allowances		110			147			22			69
Net recoveries		(273	)		(11	)		(641	)		(238	)

	One to Five Years					More Than Five to Ten Years					More Than Ten Years
	Amount		Weighted Average Yield ⁽¹⁾			Amount		Weighted Average Yield ⁽¹⁾			Amount		Weighted Average Yield ⁽¹⁾

Trust preferred securities	$	-		-	%	$	-		-	%	$	1,808		5.11	%
Agency securities		16,559		1.17			3,010		1.29			-		-
REMICs		2,538		2.13			2,973		2.35			38,413		1.98
Mortgage-backed securities		-		-			8,000		1.89			68,428		2.09
Other mortgage-backed securities		-		-			3,714		2.22			5,322		1.98
Total	$	19,097		1.30	%	$	17,697		1.93	%	$	113,971		2.10	%

	Less Than One Year					One to Five Years					More Than Five to Ten Years					More Than Ten Years
	Amount		Weighted Average Yield ⁽¹⁾			Amount		Weighted Average Yield ⁽¹⁾			Amount		Weighted Average Yield ⁽¹⁾			Amount		Weighted Average Yield ⁽¹⁾

Municipal securities	$	-		-	%	$	-		-	%	$	3,339		2.40	%	$	5,542		2.46	%
Agency securities		2,994		1.30			3,018		2.76			6,329		2.22			-		-
REMICS		1,955		2.14			36		4.36			11,657		2.42			26,514		2.28
Residential MBS		-		-			1,083		1.86			17,896		2.05			56,877		2.39
Other MBS		-		-			4,400		2.11			8,152		2.24			28,469		2.27
Total	$	4,949		1.63	%	$	8,537		2.32	%	$	47,373		2.22	%	$	117,402		2.34	%

Maturity Period	Amount		Weighted Average Rate			Amount		Weighted Average Rate

Three months or less	$	11,514		0.27	%	$	9,906		0.46	%
Over three through six months		10,828		0.29			7,299		0.41
Over six through 12 months		16,996		0.40			12,386		0.43
Over 12 months		23,907		1.20			13,466		0.95
Total	$	63,245		0.66	%	$	43,057		0.60	%

	At March 31,										At March 31,
	2016					2015					2019					2018
	Amount ⁽¹⁾		Percent			Amount ⁽¹⁾		Percent			Amount ⁽¹⁾		Percent			Amount ⁽¹⁾		Percent

Speculative construction	$	6,089		8.76	%	$	885		1.71	%	$	12,315		8.01	%	$	7,589		6.80	%
Commercial/multi-family construction		50,174		72.22			45,096		87.15			116,815		76.01			80,357		72.04
Custom/presold construction		10,529		15.16			4,098		7.92			19,643		12.78			18,029		16.16
Construction/permanent		2,681		3.86			1,666		3.22			4,923		3.20			5,573		5.00
Total	$	69,473		100.00	%	$	51,745		100.00	%	$	153,696		100.00	%	$	111,548		100.00	%

Name	Age ⁽¹⁾⁽¹⁾	Position
~~Patrick Sheaffer~~Kevin J. Lycklama	7641	~~Chairman of the Board~~President and Chief Executive Officer
~~Ronald A. Wysaske~~David Lam	63	~~President and Chief Operating Officer~~
~~Kevin J. Lycklama~~	3842	Executive Vice President and Chief Financial Officer
Daniel D. Cox	3841	Executive Vice President and Chief Credit Officer
~~Richard S. Michalek~~Kim J. Capeloto	7157	Executive Vice President and Chief Banking Officer
Steven P. Plambeck	59	Executive Vice President and Chief Lending Officer
~~John A. Karas~~Christopher P. Cline	6758	~~Executive Vice President~~
~~Kim J. Capeloto~~	54	~~Executive Vice~~ President and Chief ~~Retail Banking~~Executive Officer of Riverview Trust Company

Fiscal Year Ended March 31, 2016	High		Low		Cash Dividends Declared

Quarter ended March 31, 2016	$	4.76	$	4.20	$	0.02000
Quarter ended December 31, 2015		5.11		4.35		0.01750
Quarter ended September 30, 2015		4.75		4.15		0.01500
Quarter ended June 30, 2015		4.52		4.08		0.01250

Fiscal Year Ended March 31, 2015	High		Low		Cash Dividends Declared

Quarter ended March 31, 2015	$	4.74	$	4.32	$	0.01125
Quarter ended December 31, 2014		4.49		3.84		-
Quarter ended September 30, 2014		3.99		3.67		-
Quarter ended June 30, 2014		4.03		3.38		-

Earnings (loss) per share:
Earnings per share
Basic	$	0.28	$	0.20	$	0.87	$	0.12	$	(1.42	)	$	0.76	$	0.45	$	0.33	$	0.28	$	0.20
Diluted		0.28		0.20		0.87		0.12		(1.42	)		0.76		0.45		0.33		0.28		0.20
Dividends per share		0.06500		0.01125		-		-		-			0.15000		0.10500		0.08000		0.06500		0.01125


	At or For the Year Ended March 31,															At or For the Years Ended March 31,
	2016			2015			2014			2013			2012				2019		2018		2017		2016		2015

KEY FINANCIAL RATIOS:

Performance Ratios:
Return (loss) on average assets		0.72	%		0.54	%		2.46	%		0.33	%		(3.64	)%
Return (loss) on average equity		5.93			4.42			23.73			3.41			(30.19	)
Return on average assets																	1.51	%	0.90	%	0.76	%	0.72	%	0.54	%
Return on average equity																	13.86		8.78		6.66		5.93		4.42
Dividend payout ratio ⁽¹⁾		23.21			5.63			-			-			-			19.74		23.33		24.24		23.21		5.63
Interest rate spread		3.60			3.52			3.29			3.95			4.17			4.25		3.99		3.72		3.60		3.52
Net interest margin		3.67			3.59			3.37			4.06			4.33			4.38		4.08		3.79		3.67		3.59
Non-interest expense to average assets		3.39			3.70			4.05			4.30			3.95			3.13		3.15		3.38		3.39		3.70
Efficiency ratio ⁽²⁾		77.62			86.40			98.03			90.70			85.01			61.38		66.43		75.35		77.62		86.40
Average equity to average assets		12.14			12.23			10.37			9.55			12.04			10.92		10.30		11.39		12.14		12.23
Asset Quality Ratios:
Allowance for loan losses to total net loans at end of period		1.58			1.86			2.35			2.92			2.91
Allowance for loan losses to total loans at end of period																	1.31		1.33		1.35		1.58		1.86
Allowance for loan losses to nonperforming loans		364.22			202.37			89.25			74.02			45.11			754.25		445.24		382.98		364.22		202.37
Net charge-offs (recoveries) to average outstanding loans during the period		(0.05	)		-			(0.12	)		0.86			3.51
Net (recoveries) charge-offs to average outstanding loans during the period																	(0.08	)	(0.03	)	(0.10	)	(0.05	)	-

Ratio of nonperforming assets to total assets		0.36			0.81			2.64			4.73			7.35			0.13		0.24		0.27		0.36		0.81
Ratio of nonperforming loans to total loans		0.43			0.92			2.64			3.94			6.45			0.17		0.30		0.35		0.43		0.92
Capital Ratios:
Total capital to risk-weighted assets		16.07			15.89			16.66			15.29			12.11			16.88		15.41		14.06		16.07		15.89
Tier 1 capital to risk-weighted assets		14.81			14.63			15.40			14.02			10.84			15.63		14.16		12.81		14.81		14.63
Common equity tier 1 capital to risk-weighted assets		14.81			14.63			N/	A		N/	A		N/	A		15.63		14.16		12.81		14.81		14.63
Leverage ratio		11.18			10.89			10.71			9.99			8.76			11.56		10.26		10.21		11.18		10.89

	Years Ended March 31,
	2019							2018							2017
	Average Balance		Interest and Dividends		Yield/ Cost			Average Balance		Interest and Dividends		Yield/ Cost			Average Balance		Interest and Dividends		Yield/ Cost
	(Dollars in thousands)
Interest-earning assets:
Mortgage loans	$	663,225	$	35,725		5.39	%	$	629,153	$	31,914		5.07	%	$	547,609	$	26,609		4.86	%
Non-mortgage loans		180,917		8,462		4.68			160,051		7,745		4.84			115,460		5,000		4.33
Total net loans ⁽¹⁾		844,142		44,187		5.23			789,204		39,659		5.03			663,069		31,609		4.77

Investment securities ⁽²⁾		199,463		4,647		2.33			214,723		4,786		2.23			175,862		3,589		2.04
Daily interest-earning assets		64		1		1.56			104		-		-			238		-		-
Other earning assets		15,394		328		2.13			40,876		558		1.37			51,547		443		0.86
Total interest-earning assets		1,059,063		49,163		4.64			1,044,907		45,003		4.31			890,716		35,641		4.00

Non-interest-earning assets:
Office properties and equipment, net		15,485							15,888							14,435
Other non-interest-earning assets		66,142							71,648							70,906
Total assets	$	1,140,690						$	1,132,443						$	976,057

Interest-bearing liabilities:
Savings accounts	$	136,720	$	145		0.11	%	$	132,376	$	133		0.10	%	$	106,324	$	110		0.10	%
Interest checking accounts		180,256		101		0.06			170,124		100		0.06			151,801		98		0.06
Money market accounts		252,202		302		0.12			275,092		335		0.12			252,040		309		0.12
Certificates of deposit		105,049		448		0.43			136,370		640		0.47			118,769		634		0.53
Total interest-bearing deposits		674,227		996		0.15			713,962		1,208		0.17			628,934		1,151		0.18

Other interest-bearing liabilities		44,368		1,819		4.10			29,668		1,141		3.85			25,977		718		2.76
Total interest-bearing liabilities		718,595		2,815		0.39			743,630		2,349		0.32			654,911		1,869		0.28

Non-interest-bearing liabilities:
Non-interest-bearing deposits		289,707							264,128							202,376
Other liabilities		7,846							8,016							7,560
Total liabilities		1,016,148							1,015,774							864,847
Shareholders' equity		124,542							116,669							111,210
Total liabilities and shareholders' equity	$	1,140,690						$	1,132,443						$	976,057
Net interest income			$	46,348						$	42,654						$	33,772
Interest rate spread						4.25	%						3.99	%						3.72	%
Net interest margin						4.38	%						4.08	%						3.79	%
Ratio of average interest-earning assets to average interest-bearing liabilities						147.38	%						140.51	%						136.01	%
Tax-Equivalent Adjustment ⁽³⁾			$	45						$	43						$	14

⁽¹⁾ Includes non-accrual loans.
⁽²⁾ For purposes of the computation of average yield on investment securities available for sale, historical cost balances were utilized; therefore, the yield information does not give effect to changes in fair value that are reflected as a component of shareholders' equity.
⁽³⁾ Tax-equivalent adjustment relates to non-taxable investment interest income and preferred equity securities dividend income.

	Year Ended March 31,
	2016 vs. 2015									2015 vs. 2014

	Increase (Decrease) Due to									Increase (Decrease) Due to
							Total									Total
							Increase									Increase
	Volume			Rate			(Decrease)			Volume			Rate			(Decrease)

Interest Income:
Mortgage loans	$	1,586		$	432		$	2,018		$	(165	)	$	(286	)	$	(451	)
Non-mortgage loans		108			(227	)		(119	)		1,829			(905	)		924
Investment securities ⁽¹⁾		230			205			435			1,497			82			1,579
Daily interest-bearing		-			-			-			-			-			-
Other earning assets		35			(47	)		(12	)		(529	)		299			(230	)
Total interest income		1,959			363			2,322			2,632			(810	)		1,822

Interest Expense:
Regular savings accounts		14			-			14			16			(32	)		(16	)
Interest checking accounts		20			-			20			10			(33	)		(23	)
Money market deposit accounts		(5	)		-			(5	)		11			(211	)		(200	)
Certificates of deposit		(103	)		(79	)		(182	)		(181	)		(227	)		(408	)
Other interest-bearing liabilities		(5	)		(16	)		(21	)		5			(10	)		(5	)
Total interest expense		(79	)		(95	)		(174	)		(139	)		(513	)		(652	)
Net interest income	$	2,038		$	458		$	2,496		$	2,771		$	(297	)	$	2,474

⁽¹⁾ Interest is presented on a fully tax-equivalent basis under a tax rate of 34%

	Year Ended March 31,
	2019 vs. 2018									2018 vs. 2017

	Increase (Decrease) Due to									Increase (Decrease) Due to

							Total
(Dollars in thousands)	Volume			Rate			Increase (Decrease)			Volume			Rate			Total Increase

Interest Income:
Mortgage loans	$	1,760		$	2,051		$	3,811		$	4,112		$	1,193		$	5,305
Non-mortgage loans		980			(263	)		717			2,103			642			2,745
Investment securities ⁽¹⁾		(349	)		210			(139	)		842			355			1,197
Daily interest-earning		-			1			1			-			-			-
Other earning assets		(451	)		221			(230	)		(107	)		222			115
Total interest income		1,940			2,220			4,160			6,950			2,412			9,362

Interest Expense:
Savings accounts		3			9			12			23			-			23
Interest checking accounts		1			-			1			2			-			2
Money market accounts		(33	)		-			(33	)		26			-			26
Certificates of deposit		(140	)		(52	)		(192	)		84			(78	)		6
Other interest-bearing liabilities		600			78			678			112			311			423
Total interest expense		431			35			466			247			233			480
Net interest income	$	1,509		$	2,185		$	3,694		$	6,703		$	2,179		$	8,882

	Within 1 Year		Over 1 - 3 Years		Over 3 - 5 Years		After 5 Years		Total Balance		Within 1 Year		Over 1 - 3 Years		Over 3 - 5 Years		After 5 Years		Total Balance
Certificates of deposit	$	76,823	$	31,062	$	7,380	$	4,117	$	119,382	$	59,487	$	19,273	$	4,709	$	2,537	$	86,006
Operating leases		1,382		2,545		1,862		1,981		7,770		1,492		1,582		1,062		1,453		5,589
Capital leases		21		51		74		2,329		2,475
Capital lease												34		86		115		2,168		2,403
Junior subordinates debentures		-		-		-		22,681		22,681		-		-		-		27,836		27,836
Total other contractual obligations	$	78,226	$	33,658	$	9,316	$	31,108	$	152,308	$	61,013	$	20,941	$	5,886	$	33,994	$	121,834

Change in interest rates(1)	Percent change in net interest income (12 months)	Percent change in net interest income (24 months)		Percent change in net interest income (12 months)	Percent change in net interest income (24 months)

Up 300 basis points	(3.5)%	7.1%		(5.5)%	3.3%
Up 200 basis points	(1.6)%	2.8%		(3.6)%	2.5%
Up 100 basis points				(1.5)%	1.9%
Base case	-	0.2%		-	0.3%
Down 100 basis points ⁽¹⁾	(1.5)%	(5.3)%
Down 100 basis points				(0.7)%	(4.6)%
Down 200 basis points				(1.8)%	(8.8)%

⁽¹⁾ The current federal funds rate is 0.50%. No rates in this model are allowed to go below zero and therefore a down 200 and 300 basis point scenario would not be plausible.
⁽¹⁾ The target federal funds rate as of March 31, 2019 was 2.5%. No rates in this model are allowed to go below zero and therefore a down 300 basis point scenario would not be plausible.			⁽¹⁾ The target federal funds rate as of March 31, 2019 was 2.5%. No rates in this model are allowed to go below zero and therefore a down 300 basis point scenario would not be plausible.

	Average Rate			Within 1 Year			After 1 - 3 Years			After 3 - 5 Years			After 5 - 10 Years		Beyond 10 Years		Total		Average Rate			Within 1 Year			After 1 - 3 Years			After 3 - 5 Years			After 5 - 10 Years		Beyond 10 Years		Total

Interest-Sensitive Assets:

Loans receivable		4.27	%	$	56,230		$	115,862		$	62,752		$	228,081	$	161,894	$	624,819		4.94	%	$	48,639		$	48,451		$	85,521		$	453,499	$	240,006	$	876,116
Investments securities and
other interest-earning assets		1.64			71,058			28,915			88,683			19,195		-		207,851
Investment securities and other
interest-earning assets																				2.31			27,536			21,919			58,946			76,450		-		184,851
FHLB stock		0.30			212			424			424			-		-		1,060		2.46			1,458			1,093			1,093			-		-		3,644
Total assets				$	127,500		$	145,201		$	151,859		$	247,276	$	161,894	$	833,730				$	77,633		$	71,463		$	145,560		$	529,949	$	240,006	$	1,064,611

Interest-Sensitive Liabilities:

Interest checking		0.07		$	28,948		$	57,896		$	57,896		$	-	$	-	$	144,740		0.06		$	73,356		$	55,016		$	55,016		$	-	$	-	$	183,388
Savings accounts		0.10			19,398			38,798			38,798			-		-		96,994		0.10			55,001			41,251			41,251			-		-		137,503
Money market accounts		0.12			47,908			95,818			95,818			-		-		239,544		0.12			93,327			69,995			69,995			-		-		233,317
Certificate accounts		0.55			76,823			31,062			7,380			4,117		-		119,382		0.53			59,487			19,273			4,709			2,521		16		86,006
FHLB advances		-			-			-			-			-		-		-		2.62			56,586			-			-			-		-		56,586
FRB borrowings		-			-			-			-			-		-		-
Subordinated debentures		1.99			-			-			-			-		22,681		22,681		4.22			-			-			-			-		27,836		27,836
Obligations under capital lease		7.16			21			51			74			309		2,020		2,475		7.16			34			86			115			438		1,730		2,403
Total liabilities					173,098			223,625			199,966			4,426		24,701		625,816					337,791			185,621			171,086			2,959		29,582		727,039
Interest sensitivity gap					(45,598	)		(78,424	)		(48,107	)		242,850		137,193	$	207,914					(260,158	)		(114,158	)		(25,526	)		526,990		210,424	$	337,572
Cumulative interest sensitivity gap				$	(45,598	)	$	(124,022	)	$	(172,129	)	$	70,721	$	207,914						$	(260,158	)	$	(374,316	)	$	(399,842	)	$	127,148	$	337,572
Off-Balance Sheet Items:

Commitments to extend credit				$	41,875		$	-		$	-		$	-	$	-	$	41,875				$	40,737		$	-		$	-		$	-	$	-	$	40,737
Unused lines of credit				$	101,623		$	-		$	-		$	-	$	-	$	101,623				$	139,842		$	-		$	-		$	-	$	-	$	139,842

March 31, 2014

Beginning balance	$	2,128		$	5,979		$	2,019		$	541		$	221		$	2,949		$	1,806		$	15,643
Provision for (recapture of) loan losses		95			(417	)		(2,439	)		(338	)		173			(258	)		(516	)		(3,700	)
Charge-offs		(340	)		(316	)		(90	)		-			(11	)		(349	)		-			(1,106	)
Recoveries		526			23			850			-			4			311			-			1,714
Ending balance	$	2,409		$	5,269		$	340		$	203		$	387		$	2,653		$	1,290		$	12,551

March 31, 2016	Recorded Investment with No Specific Valuation Allowance		Recorded Investment with Specific Valuation Allowance		Total Recorded Investment		Unpaid Principal Balance		Related Specific Valuation Allowance

Commercial business	$	192	$	-	$	192	$	192	$	-
Commercial real estate		9,802		-		9,802		10,758		-
Land		801		-		801		807		-
Multi-family		1,731		-		1,731		1,871		-
Consumer		477		1,201		1,678		1,845		110
Total	$	13,003	$	1,201	$	14,204	$	15,473	$	110
March 31, 2015
Commercial business	$	1,091	$	-	$	1,091	$	1,125	$	-
Commercial real estate		15,939		-		15,939		17,188		-
Land		801		-		801		804		-
Multi-family		1,922		-		1,922		2,058		-
Consumer		1,276		1,346		2,622		3,211		147
Total	$	21,029	$	1,346	$	22,375	$	24,386	$	147

	Year ended March 31, 2016						Year ended March 31, 2015						Year ended March 31, 2014
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Commercial business		-	$	-	$	-		-	$	-	$	-		3	$	504	$	465
Commercial real estate		-		-		-		1		344		327		4		6,295		6,210
Multi-family		-		-		-		-		-		-		1		2,562		2,014
Consumer		-		-		-		-		-		-		4		573		561
Total		-	$	-	$	-		1	$	344	$	327		12	$	9,934	$	9,250

Issuance Trust	Issuance Date		Amount Outstanding	Rate Type	Initial Rate		Current Rate		Maturing Date

Riverview Bancorp Statutory Trust I	12/2005	$	7,217	Variable ⁽¹⁾	5.88	%	1.99	%	3/2036
Riverview Bancorp Statutory Trust II	06/2007		15,464	Variable ⁽²⁾	7.03	%	1.98	%	9/2037
		$	22,681

⁽¹⁾The trust preferred securities reprice quarterly based on the three-month LIBOR plus 1.36%

⁽²⁾ The trust preferred securities reprice quarterly based on the three-month LIBOR plus 1.35%

	Risk Free Interest Rate			Expected Life (years)			Expected Volatility			Expected Dividends
Fiscal 2014	1.95	%		6.25			51.87	%		2.04	%

	For the Year Ended March 31,
	2016			2015

Beginning balance	$	1,812		$	1,903
Transfers in to Level 3		-			-
Included in earnings		-			-
Included in other comprehensive income		(4	)		(91	)
Ending balance	$	1,808		$	1,812

			Estimated fair value measurements using
March 31, 2016	Total estimated fair value		Level 1		Level 2		Level 3

Impaired loans	$	1,092	$	-	$	-	$	1,092
REO		644		-		-		644
Total assets measured at fair value on a nonrecurring basis	$	1,736	$	-	$	-	$	1,736

Valuation technique

Significant unobservable inputs

Impaired loans

Appraised value
Discounted cash flows

Adjustment for market conditions
Discount rate

N/A⁽¹⁾
5.25% 8.00%

~~Appraised value~~

~~Adjustment for market conditions~~

⁽¹⁾ There were no adjustments to appraised values of impaired loans ~~or REO for the years ended~~as of March 31, ~~2016~~2019 and ~~2015.~~2018.