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(1) | a lending test, to evaluate the institution's record of making loans in its assessment areas; |
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(2) | an investment test, to evaluate the institution's record of investing in community development projects, affordable housing and programs benefiting low or moderate income individuals and businesses; and |
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(3) | a service test, to evaluate the institution's delivery of banking services through its branches, ATM centers and other offices. |
CRA also requires all institutions to make public disclosure of their CRA ratings. The Bank received an “Outstanding” CRA rating in its most recent examination conducted in January 2016.
Regulations require that Carver Federal publicly disclose certain agreements that are in fulfillment of CRA. The Company has no such agreements in place at this time.
Item 13.Transactions with Related Parties.Certain Relationships The Bank's authority to engage in transactions with its “affiliates” is limited by federal regulations and Related Transactions,by Sections 23A, 23B of the Federal Reserve Act (“FRA”). In general, these transactions must be on terms which are as favorable to the Bank as comparable transactions with non-affiliates. Additionally, certain types of these transactions are restricted to an aggregate percentage of the Bank's capital. Collateral in specified amounts must usually be provided by affiliates to receive loans from the Bank. In addition, OCC regulations prohibit a savings bank from lending to any of its affiliates that is engaged in activities that are not permissible for bank holding companies and Director Independence.from purchasing the securities of any affiliate other than a subsidiary.
Board Independence and Leadership Structure
Independence.The BoardBank's authority to extend credit to its directors, executive officers, and 10% shareholders ("insiders"), as well as to entities controlled by such persons, is currently governed by the requirements of Directors has determined that each of its continuing non-management directors, other than Deborah C. Wright, is independent according to the Board’s independence standards as set out in its Bylaws, Corporate Governance Principles, applicable rulesSections 22(g) and 22(h) of the SECFRA and the rulesRegulation O of the NASDAQ Stock Market. They are Robert Holland, Jr., Janet L. Rollé, Lewis P. Jones III, Colvin W. Grannum, Robert R. Tarter, Kenneth Knuckles, Ingrid LaMae deJongh, Pazel G. Jackson, Jr., and Susan M. Tohbe. The Board of Directors determined that Deborah C. Wright was not independent because she served as an executive officer of Carver until December 31, 2014.
Board Leadership Structure. The Board of Directors has separated the position of Chairman of the Board from the position of Chief Executive Officer, effective January 1, 2015. The Board of Directors believes this provides an efficient and effective leadership model for Carver.
Lead Independent Director. The Board of Directors has created the position of lead independent director, whose primary responsibility is to preside over periodic executive sessions of the independent members of the Board of Directors. The lead independent director also prepares the agenda for meetings of the independent directors, serves as a liaison between the independent directors and management and outside advisors, and makes periodic reports to the Board of Directors regarding the actions and recommendations of the independent directors. The independent members of the Board of Directors have designated Robert Holland, Jr. to serve in this position for fiscal year 2017.
Transactions with Certain Related Persons
Applicable law requiresFederal Reserve Board. Among other things, these provisions require that all loans or extensions of credit to executive officers and directors mustinsiders (a) be made on terms that are substantially the same terms, including interest ratesas and collateral, asfollow credit underwriting procedures that are not less stringent than those prevailing at the time for comparable transactions with the general publicunaffiliated persons and mustthat do not involve more than the normal risk of repayment or present other unfavorable features. features and (b) not exceed certain limitations, individually and in the aggregate, which limits are based, in part, on the amount of the Bank's capital. In addition, extensions of credit in excess of certain limits must be approved by the Bank's Board. The aggregate amount of related party deposits were $7.4 million at March 31, 2018. There were no loans outstanding to related parties at March 31, 2018.
Assessment.The OCC charges assessments to recover the cost of examining savings associations and their affiliates. These assessments are based on three components: the size of the association, on which the basic assessment is based; the association's supervisory condition, which results in an additional assessment based on a percentage of the basic assessment for any savings institution with a composite rating of 3, 4, or 5 in its most recent safety and soundness examination; and the complexity of the association's operations, which results in an additional assessment based on a percentage of the basic assessment for any savings association that managed over $1 billion in trust assets, serviced for others loans aggregating more than $1 billion,
or had certain off-balance sheet assets aggregating more than $1 billion. For fiscal 2018, Carver paid $290 thousand in regulatory assessments.
Insurance of Deposit Accounts
Under the FDIC's risk-based assessment system, institutions deemed less risky pay lower assessments. Assessments for institutions of less than $10 billion of assets are now based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of an institution's failure within three years. That system, effective July 1, 2016, replaced the previous system under which institutions were placed into risk categories.
The Dodd-Frank Act required the FDIC to revise its procedures to base assessments upon each insured institution's total assets less tangible equity instead of deposits. The FDIC finalized a rule, effective April 1, 2011, that set the assessment range at 2.5 to 45 basis points of total assets less tangible equity. In conjunction with the Deposit Insurance Fund's reserve ratio achieving 1.15%, the assessment range (inclusive of possible adjustments) was reduced for insured institutions of less than $10 billion of total assets to 1.5 basis points to 30 basis points, effective July 1, 2016.
The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits. The Federal Deposit Insurance Corporation must seek to achieve the 1.35% ratio by September 30, 2010. The Dodd-Frank Act requires insured institutions with assets of $10 billion or more to fund the increase from 1.15% 5o 1.35% and, effective July 1, 2016, such institutions are subject to a surcharge to achieve that goal. The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the Federal Deposit Insurance Corporation, and the Federal Deposit Insurance Corporation has exercised that discretion by establishing a long-range fund ratio of 2%.
The FDIC has authority to further increase insurance assessments and therefore management cannot predict what insurance assessment rates will be in the future. A significant increase in insurance premiums may have an adverse effect on the operating expenses and results of operations of the Bank.
Anti-Money Laundering and Customer Identification
The Bank is subject to federal regulations implementing the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). The USA PATRIOT Act gives the federal government new powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act (BSA), Title III of the USA PATRIOT Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents and parties registered under the United States Commodity Exchange Act of 1936, as amended.
Title III of the USA PATRIOT Act and the related federal regulations impose the following requirements with respect to financial institutions:
Establish a Board approved policy and perform a risk assessment of BSA, Anti-Money Laundering and OFAC;
Designate a qualified BSA officer;
Establish an effective training program;
Establish anti-money laundering programs;
Establish a program specifying procedures for obtaining identifying information from customers seeking to open new accounts, including verifying the identity of customers within a reasonable period of time;
Establish enhanced due diligence policies, procedures and controls designed to detect and report money laundering; and
Prohibit correspondent accounts for foreign shell banks and compliance with record keeping obligations with respect to correspondent accounts of foreign banks
In addition, bank regulators are directed to consider a holding company's effectiveness in combating money laundering when ruling on certain corporate applications.
Federal Home Loan Bank System
The Bank is a member of the FHLB-NY, which is one of the twelve regional banks composing the FHLB System. Each regional bank provides a central credit facility primarily for its member institutions. The Bank, as a FHLB-NY member, is required to acquire and hold shares of capital stock in the FHLB-NY in specified amounts. The Bank was in compliance with this requirement with an investment in the capital stock of the FHLB-NY at March 31, 2018 of $1.8 million. Any advances from the FHLB-NY must be secured by specified types of collateral, and all long-term advances may be obtained only for the purpose of providing funds for residential housing finance.
FHLB-NY is required to provide funds for the resolution of insolvent thrifts and to contribute funds for affordable housing programs. These requirements could reduce the amount of earnings that the FHLB-NY can pay as dividends to its members and could also result in the FHLB-NY imposing a higher rate of interest on advances to its members. If dividends were reduced, or interest on future FHLB-NY advances increased, the Bank's net interest income would be adversely affected. Dividends from FHLB-NY to the Bank amounted to $109 thousand and $120 thousand for fiscal years 2018 and 2017, respectively. The dividend rate paid on FHLB-NY stock at March 31, 2018 was 6.5%.
Federal Reserve System
FRB regulations require federally chartered savings associations to maintain non-interest-earning cash reserves against their transaction accounts (primarily interest-bearing checking and demand deposit accounts). A reserve of 3% is to be maintained against aggregate transaction accounts between $16.0 million and $122.3 million (subject to adjustment annually by the FRB) plus a reserve of 10% (subject to adjustment by the FRB between 8% and 14%) against that portion of total transaction accounts in excess of $122.3 million. The first $16.0 million of otherwise reservable balances (subject to adjustment annually by the FRB) is exempt from the reserve requirements. The Bank is in compliance with the foregoing requirements. Since required reserves must be maintained in the form of either vault cash, a non-interest-bearing account at a Federal Reserve Bank or a pass-through account as defined by the FRB, the effect of this reserve requirement is to reduce Carver Federal's interest-earning assets. FHLB System members are also authorized to borrow from the Federal Reserve “discount window,” but FRB regulations require institutions to exhaust all FHLB sources before borrowing from a Federal Reserve Bank.
Privacy Protection
Carver Federal offersis subject to OCC regulations implementing the privacy protection provisions of federal law. These regulations require the Bank to disclose its privacy policy, including identifying with whom it shares “nonpublic personal information” to customers at the time of establishing the customer relationship and annually thereafter. The regulations also require the Bank to provide its customers with initial and annual notices that accurately reflect its privacy policies and practices. In addition, to the extent its sharing of such information is not exempted, the Bank is required to provide its customers with the ability to opt-out of having the Bank share their nonpublic personal information with unaffiliated third parties before they can disclose such information, subject to certain exceptions.
The Bank is subject to regulatory guidelines establishing standards for safeguarding customer information. These regulations implement certain provisions of GLB. The guidelines describe the agencies' expectations for the creation, implementation and maintenance of an information security program, which would include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities. The standards set forth in the guidelines are intended to insure the security and confidentiality of customer records and information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer. The Bank has a policy to comply with the foregoing guidelines.
Holding Company Regulation
The Company is a savings and loan holding company regulated by the FRB. As such, the Company is registered with and subject to FRB examination and supervision, as well as certain reporting requirements. The FRB has enforcement authority over the Company and its subsidiaries. Among other things, this authority permits the FRB to restrict or prohibit activities that are determined to be a serious risk to the financial safety, soundness or stability of a subsidiary savings institution.
GLB restricts the powers of new unitary savings and loan holding companies. Unitary savings and loan holding companies that are “grandfathered,” i.e., unitary savings and loan holding companies in existence or with applications filed with the regulator on or before May 4, 1999, such as the Company, retain their authority under the prior law. All other unitary savings and loan holding companies are limited to financially related activities permissible for financial holding companies and certain other activities specified by FRB regulations. GLB also prohibits nonfinancial companies from acquiring grandfathered unitary savings and loan holding companies.
Restrictions Applicable to All Savings and Loan Holding Companies. Federal law prohibits a savings and loan holding company, including the Company, directly or indirectly, from acquiring:
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(1) | control (as defined under the Home Owners' Loan Act ("HOLA") of 1933, as amended), of another savings institution (or a holding company parent) without prior FRB approval; |
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(2) | through merger, consolidation, or purchase of assets, another savings institution or a holding company thereof, or acquiring all or substantially all of the assets of such institution (or a holding company), without prior FRB approval; or |
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(3) | control of any depository institution not insured by the FDIC. |
A savings and loan holding company may not acquire as a separate subsidiary an insured institution that has a principal office outside of the state where the principal office of its subsidiary institution is located, except:
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(1) | in the case of certain emergency acquisitions approved by the FDIC; |
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(2) | if such holding company controls a savings institution subsidiary that operated a home or branch office in such additional state as of March 5, 1987; or |
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(3) | if the laws of the state in which the savings institution to be acquired is located specifically authorize a savings institution chartered by that state to be acquired by a savings institution chartered by the state where the acquiring savings institution or savings and loan holding company is located or by a holding company that controls such a state chartered association. |
In evaluating applications by holding companies to acquire savings associations, the FRB must consider issues such as the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the insurance fund, the convenience and needs of the community and competitive factors.
Savings and loan holding companies have not historically been subjected to consolidated regulatory capital requirements. The Dodd-Frank Act, however, required the FRB to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to their subsidiary depository institutions. Instruments such as cumulative preferred stock and trust-preferred securities, which are currently includable within Tier 1 capital by bank holding companies within certain limits, would no longer be includable as Tier 1 capital, subject to certain grandfathering. The previously discussed final rule regarding regulatory capital requirements implements the Dodd-Frank Act as to savings and loan holding companies. However, pursuant to subsequent legislation, the FRB extended the applicability of the “Small Bank Holding Company” exception of its consolidated capital requirements to savings and loan holding companies and increased the threshold for the exception to $1.0 billion, effective May 15, 2015. As a result, savings and loan holding companies with less than $1.0 billion in consolidated assets are not subject to the capital requirements unless otherwise advised by the FRB. Recent legislation directed the Federal Reserve Board to expand the applicability of the exception to holding companies up to $3.0 billion in consolidated assets.
The Dodd-Frank Act extends the “source of strength” doctrine to savings and loan holding companies. The FRB promulgated regulations implementing the “source of strength” policy that requires holding companies act as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial stress.
The FRB has issued a policy statement regarding the payment of dividends and the repurchase of shares of common stock by bank holding companies that it has made applicable to savings and loan holding companies as well. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. Regulatory guidance provides for prior regulatory consultation with respect to capital distributions in certain circumstances such as where the company’s net income for the past four quarters, net of dividends’ previously paid over that period, is insufficient to fully fund
the dividend or the company’s overall rate of earnings retention is inconsistent with the company’s capital needs and overall financial condition. The ability of a holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. The policy statement also provides for regulatory consultation prior to a holding company redeeming or repurchasing regulatory capital instruments when the holding company is experiencing financial weaknesses or redeeming or repurchasing common stock or perpetual preferred stock that would result in a net reduction as of the end of a quarter in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred. These regulatory policies could affect the ability of the Company to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions.
Federal Securities Laws
The Company is subject to the periodic reporting, proxy solicitation, tender offer, insider trading restrictions and other requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Delaware Corporation Law
The Company is incorporated under the laws of the State of Delaware. Thus, it is subject to regulation by the State of Delaware and the rights of its shareholders are governed by the General Corporation Law of the State of Delaware.
FEDERAL AND STATE TAXATION
Federal Taxation
General. The Company and the Bank currently file consolidated federal income tax returns, report their income for tax return purposes on the basis of a taxable year ending March 31st, using the accrual method of accounting and are subject to federal income taxation in the same manner as other corporations with some exceptions, including in particular the Bank's tax reserve for bad debts. The bank has a subsidiary which files a REIT tax return which reports its income for tax purposes on the basis of a taxable year ending December 31st. The REIT does not join in the consolidated return and it pays tax on its undistributed taxable income. The REIT has and intends to continue to distribute its taxable income and therefore not pay tax at the REIT level. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to the Bank or the Company.
Distributions. To the extent that the Bank makes “non-dividend distributions” to shareholders, such distributions will be considered to result in distributions from the Bank's “base year reserve,” i.e., its reserve as of March 31, 1988, to the extent thereof and then from its supplemental reserve for losses on loans, and an amount based on the amount distributed will be included in the Bank's taxable income. Non-dividend distributions include distributions in excess of the Bank's current and accumulated earnings and profits, distributions in redemption of stock and distributions in partial or complete liquidation. However, dividends paid out of the Bank's current or accumulated earnings and profits, as calculated for federal income tax purposes, will not constitute non-dividend distributions and, therefore, will not be included in the Bank's taxable income.
The amount of additional taxable income created from a non-dividend distribution is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Thus, approximately one and one-half times the non-dividend distribution would be includable in gross income for federal income tax purposes, assuming a 34% federal corporate income tax rate.
In December 2017, "The Tax Cuts and Jobs Act" was signed into law. As of March 31, 2018, the Company has not completed its accounting for the tax effects of the enactment of the law. However, the Company has made a reasonable estimate and recorded a remeasurement of the Company’s net deferred income tax assets and liabilities based on the new reduced U.S. corporate income tax rate. The impact on the net deferred tax asset before valuation allowances was a reduction of $3.1 million, which was offset by a corresponding decrease in the valuation allowance of the same amount. The Company recorded a benefit of $0.3 million for alternative minimum tax credits which, under the new tax law, are refundable. The Company is still analyzing the new tax law and refining its calculations, which could potentially impact the measurement of its income tax balances. We do not believe any such adjustments will be material to our financial statements. Once the Company finalizes its analysis, it will be able to conclude on any further adjustments to be recorded on these provisional amounts. Any such change will be reported as a component of income taxes in 2019.
State and Local Taxation
State of New York. The Bank and the Company (including the REIT) file tax returns on a combined basis and are subject to New York State franchise tax on their entire net income or one of several alternative bases, whichever results in the highest tax. “Entire net income” means federal taxable income with adjustments. If, however, the application of an alternative tax (based on taxable net assets allocated to New York or a fixed minimum fee) results in a greater tax, the alternative tax will be imposed. The Company was subject to tax based upon capital for New York State for fiscal 2018. In addition, New York State imposes a tax surcharge of 28% of the New York State Franchise Tax allocable to business activities carried on in the Metropolitan Commuter Transportation District. For fiscal 2018, the New York State franchise tax rate computed on capital was 0.1250%.
On March 31, 2014, New York State tax legislation was signed into law in connection with the approval of the New York State 2014-2015 budget. Portions of the new legislation resulted in significant changes in the calculation of income taxes imposed on banks and thrifts operating in New York State, including changes to (1) future period New York State tax rates, (2) rules related to sourcing of revenue for New York State tax purposes and (3) the New York State taxation of entities within one corporate structure, among other provisions. In recent years, the Company has been subject to taxation based upon assets in New York State. The new legislation revised that method to a measurement based on net assets.
New York City. The Bank and the Company (including the REIT) file on a combined basis and are also subject to a similarly calculated New York City banking corporation tax on assets allocated to New York City. For fiscal 2018, the New York City banking corporation tax rate computed on capital is 0.15%. On April 13, 2015, New York State legislation was signed changing the New York City tax law to conform to the New York State law that was adopted in 2014, with some minor differences.
As a result of the impact of the new legislation effecting both the New York State and New York City tax law, there was a decrease to the Company's gross deferred tax asset of $1.2 million in fiscal 2015 with no impact to current income due to the full valuation allowance.
Delaware Taxation. As a Delaware holding company not earning income in Delaware, the Company is exempted from Delaware corporate income tax but is required to file an annual report with and pay an annual franchise tax to the State of Delaware.
The following is a summary of risk factors relevant to the Company's operations which should be carefully reviewed. These risk factors do not necessarily appear in the order of importance.
Changes in interest rates may adversely affect our profitability and financial condition.
We derive our income mainly from the difference or “spread” between the interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities. In general, the larger the spread, the more we earn. When market rates of interest change, the interest we receive on our assets and the interest we pay on our liabilities will fluctuate. This can cause decreases in our spread and can adversely affect our income. From an interest rate risk perspective, we have generally been liability sensitive, which indicates that liabilities generally re-price faster than assets.
In response to improving economic conditions, the FRB’s Open Market Committee has slowly increased its federal funds rate target from a range of 0.00% - 0.25% that was in effect for several years to the current target range of 1.50% - 1.75% that was in effect at March 31, 2018. Given our liability sensitivity, our net interest rate spread and net interest margin are at risk of being reduced due to potential increases in our cost of funds that may outpace any increases in our yield on interest-earning assets.
Interest rates also affect how much money we lend. For example, when interest rates rise, the cost of borrowing increases and loan originations tend to decrease. In addition, changes in interest rates can affect the average life of loans and securities. For example, a reduction in interest rates generally results in increased prepayments of loans and mortgage-backed securities, as borrowers refinance their debt in order to reduce their borrowing cost. This causes reinvestment risk, because we generally are not able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities in a declining rate environment.
Changes in market interest rates also impact the value of our interest-earning assets and interest-bearing liabilities. In particular, the unrealized gains and losses on securities available for sale are reported, net of taxes, as accumulated other comprehensive income which is a component of stockholders’ equity. Consequently, declines in the fair value of these instruments resulting from changes in market interest rates may adversely affect stockholders’ equity.
Our loan portfolio exhibits a high degree of risk.
We have a significant amount of commercial real estate loans that have a higher risk of default and loss than single-family residential mortgage loans. Commercial real estate loans amount to $141.8 million, or 29.9% of our loan portfolio at March 31, 2018. Commercial real estate loans generally are considered to involve a higher degree of risk due to a variety of factors, including generally larger loan balances and loan terms which often do not require full amortization of the loan over its term and, instead, provide for a balloon payment at the stated maturity date. Repayment of commercial real estate loans generally is dependent on income being generated by the rental property or underlying business in amounts sufficient to cover operating expenses and debt service. Failure to adequately underwrite and monitor these loans may result in significant losses to Carver Federal.
Failure to comply with the Formal Agreement could adversely affect our business, financial condition and operating results.
In May 2016, the Bank entered into a Formal Agreement with the OCC. The Formal Agreement requires the Bank to reduce its concentration of commercial real estate and requires that the Bank undertake several actions to improve compliance matters and overall profitability. Failure to comply with the Formal Agreement could result in additional supervisory and enforcement actions against the Bank, its directors, or senior executive officers, including the issuance of a cease and desist order or the imposition of civil money penalties. The Bank's compliance efforts may have an adverse impact on its non-interest expense and net income.
Carver is subject to more stringent capital requirements, which may adversely impact the Company's return on equity, or constrain it from paying dividends or repurchasing shares.
In July 2013, the FDIC and the FRB approved a new rule that substantially amended the regulatory risk-based capital rules applicable to the Bank and the Company. The final rule implements the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act.
The final rule includes new minimum risk-based capital and leverage ratios, which became effective for the Bank and the Company on January 1, 2015, and refines the definition of what constitutes “capital” for purposes of calculating these ratios. The new minimum capital requirements are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4%. The final rule also established a “capital conservation buffer” of 2.5%, and the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement was phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such actions.
There can be no assurance that our regulator will approve payment of our deferred interest on our outstanding trust preferred securities.
Carver is a unitary savings and loan association holding company regulated by the FRB and almost all of its operating assets are owned by Carver Federal. Carver relies primarily on dividends from the Bank to pay cash dividends to its stockholders, to engage in share repurchase programs and to pay principal and interest on its trust preferred debt obligation. The OCC regulates all capital distributions, including dividend payments, by the Bank to the Company, and the FRB regulates dividends paid by the Company. As the subsidiary of a savings and loan association holding company, Carver Federal must file a notice or an application (depending on the proposed dividend amount) with the OCC (and a notice with the FRB) prior to the declaration of each capital distribution. The OCC will disallow any proposed dividend, for among other reasons, that would result in the Bank’s failure to meet the OCC minimum capital requirements. In accordance with the Agreement, the Bank is currently prohibited from paying any dividends without prior OCC approval, and, as such, has suspended its regular quarterly cash dividend to the Company. There are no assurances that dividend payments to the Company will resume.
Debenture interest payments on the Carver Statutory Trust I capital securities have been deferred, which is permissible under the terms of the Indenture for up to twenty consecutive quarterly periods, as the Company is prohibited from making payments without prior approval from the Federal Reserve Bank. During the second quarter of fiscal year 2017, the Company applied for and was granted regulatory approval to settle all outstanding debenture interest payments through September 2016. Such payments were made in September 2016. Interest on the debentures beginning with the December 2016 payment have been deferred.
Carver's results of operations may be adversely affected by loan repurchases from U.S. Government Sponsored entities (“GSE's”).
In connection with the sale of loans, Carver as the loan originator is required to make a variety of representations and warranties regarding the originator and the loans that are being sold. If a loan does not comply with the representations and warranties, Carver may be obligated to repurchase the loans, and in doing so, incur any loss directly. Prior to December 31, 2009, the Bank originated and sold loans to the FNMA. During fiscal years 2012 through 2015, the Bank has been obligated to repurchase 20 loans previously sold to FNMA. The Bank has not received any repurchase requests for these loans since the second quarter of fiscal year 2015. There is no assurance that the Bank will not be required to repurchase additional loans in the future. Accordingly, any repurchase obligations to FNMA could materially and adversely affect the Bank's results of operations and earnings in the future.
Carver's results of operations are affected by economic conditions in the New York metropolitan area.
At March 31, 2018, a significant majority of the Bank's lending portfolio was concentrated in the New York metropolitan area. As a result of this geographic concentration, Carver's results of operations are largely dependent on economic conditions in this area. Decreases in real estate values could adversely affect the value of property used as collateral for loans to our borrowers. Adverse changes in the economy caused by inflation, recession, unemployment or other factors beyond the Bank's control may also continue to have a negative effect on the ability of borrowers to make timely mortgage or business loan payments, which would have an adverse impact on earnings. Consequently, deterioration in economic conditions in the New York metropolitan area could have a material adverse impact on the quality of the Bank's loan portfolio, which could result in increased delinquencies, decreased interest income results as well as an adverse impact on loan loss experience with probable increased allowance for loan losses. Such deterioration also could adversely impact the demand for products and services, and, accordingly, further negatively affect results of operations.
The soundness of other financial institutions could negatively affect us.
Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations.
The allowance for loan losses could be insufficient to cover Carver's actual loan losses.
We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. Material additions to the allowance would materially decrease net income.
In addition, the OCC periodically reviews the allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. A material increase in the allowance for loan losses or loan charge-offs as required by the regulatory authorities would have a material adverse effect on the Company's financial condition and results of operations.
A new accounting standard will likely require us to increase our allowance for loan losses and may have a material adverse effect on our financial condition and results of operations.
The Financial Accounting Standards Board has adopted a new accounting standard that will be effective for the Company for our first fiscal year after December 15, 2019. This standard, referred to as Current Expected Credit Loss (“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 loan losses. This will change the current method of providing allowances for loan losses that are probable, which would likely require us to increase our allowance for loan losses, and to increase the types of data we would need to collect and review to determine the appropriate level of the allowance for loan losses. Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses may have a material adverse effect on our financial condition and results of operations.
Strong competition within the Bank's market areas could adversely affect profits and slow growth.
The New York metropolitan area has a high density of financial institutions, of which many are significantly larger than Carver Federal and with greater financial resources. Additionally, various large out-of-state financial institutions may continue to enter the New York metropolitan area market. All are considered competitors to varying degrees.
Carver Federal faces intense competition both in making loans and attracting deposits. Competition for loans, both locally and in the aggregate, comes principally from mortgage banking companies, commercial banks, savings banks and savings and loan associations. Most direct competition for deposits comes from commercial banks, savings banks, savings and loan associations and credit unions. The Bank also faces competition for deposits from money market mutual funds and other corporate and government securities funds, as well as from other financial intermediaries, such as brokerage firms and insurance companies. Market area competition is a factor in pricing the Bank's loans and deposits, which could reduce net interest income. Competition also makes it more challenging to effectively grow loan and deposit balances. The Company's profitability depends upon its directors,continued ability to successfully compete in its market areas.
Failure to maintain effective systems of internal and disclosure controls could have a material adverse effect on the Company’s results of operation and financial condition.
Effective internal and disclosure controls are necessary for the Company to provide reliable financial reports and effectively prevent fraud, and to operate successfully as a public company. If the Company cannot provide reliable financial reports or prevent fraud, its reputation and operating results would be harmed. As part of the Company’s ongoing monitoring of internal controls, it may discover material weaknesses or significant deficiencies in its internal controls that require remediation. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The Company continually works on improving its internal controls. However, the Company cannot be certain that these measures will ensure that it implements and maintains adequate controls over its financial processes and reporting. Any failure to maintain effective controls or to timely implement any necessary improvement of the Company’s internal and disclosure controls could, among other things, result in losses from fraud or error, harm the Company’s reputation, or cause investors to lose confidence in the Company’s reported financial information, all of which could have a material adverse effect on the Company’s results of operation and financial condition.
The Company and the Bankoperate in a highly regulated industry, which limits the manner and scope of business activities.
Carver Federalis subject to extensive supervision, regulation and examination by the OCC, as the Bank's chartering authority and, to a lesser extent, by the FDIC, as insurer of its deposits. The Company is subject to extensive supervision, regulation and examination by the FRB, as regulator of the holding company. As a result, Carver Federal and the Company are limited in the manner in which Carver Federal and the Company conducts its business, undertakes new investments and activities and obtains financing. This regulatory structure is designed primarily for the protection of the deposit insurance funds and depositors, and not to benefit the Company's stockholders. This regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to capital levels, the timing and amount of dividend payments, the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. In addition, Carver Federal must comply with significant anti-money laundering and anti-terrorism laws. Government agencies have substantial discretion to impose significant monetary penalties on institutions which fail to comply with these laws.
The Dodd-Frank Act requires publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments. It also provides that the listing standards of the national securities exchanges shall require listed companies to implement and disclose “clawback” policies mandating the recovery of incentive compensation paid to executive officers in connection with accounting restatements. The legislation also directs the FRB to promulgate rules prohibiting excessive compensation paid to bank holding company executives.
The Financial Accounting Standards Board, the SEC and other regulatory entities, periodically change the financial accounting and reporting guidance that governs the preparation of the Company's consolidated financial statements. These changes can be difficult to predict and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, the Company could be required to apply new or revised guidance retroactively.
Restrictions on the Company and the Bank stemming from the Treasury's equity interest in the Company may have a material effect on results of operations.
On January 20, 2009, the Company became a TARP CPP participant by completing the sale of $18.98 million in preferred stock to the Treasury. As a participant, among other things, the Company must adopt the Treasury's standards for executive compensation and corporate governance for the period during which the Treasury holds equity issued under this program. These standards would generally apply to the Company's CEO, CFO and the three next most highly compensated officers (“Senior Executive”). The standards include (1) ensuring that incentive compensation for Senior Executives does not encourage unnecessary and excessive risks that threaten the value of the financial institution; (2) required claw-back of any bonus or incentive compensation paid to a Senior Executive based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate; (3) prohibition on making golden parachute payments to Senior Executives; and (4) agreement not to deduct for tax purposes executive compensation in excess of $500,000 for each Senior Executive. In particular, the change to the deductibility limit on executive compensation would likely increase slightly the overall cost of the Company's compensation programs. the Company also had to adopt certain monitoring and reporting processes.
On August 27, 2010, the Company redeemed the preferred stock and issued $18.98 million in Series B preferred stock in connection with the Company's changing its participation from TARP CPP to TARP CDCI. On October 25, 2011 Carver's shareholders approved the conversion of TARP CDCI Series B preferred stock to common stock. On October 28, 2011, the Treasury converted the CDCI Series B preferred stock to Carver common stock. Under the terms of the agreement between the Treasury and the Company, the Company agreed that so long as the Treasury has an equity interest in the Company, it will continue to be bound by all of the current restrictions and requirements that the Treasury may choose to implement. The Company is unable to determine the impact that future restrictions and/or requirements resulting from the Treasury's ownership interest may have on the Company's results of operations.
The Company is subject to certain risks with respect to liquidity.
Liquidity refers to the Company's ability to generate sufficient cash flows to support its operations and to fulfill its obligations, including commitments to originate loans, to repay wholesale borrowings and other liabilities, and to satisfy the withdrawal of deposits by its customers.
The Company's primary sources of liquidity are the cash flows generated through the repayment of loans and securities, cash flows from the sale of loans and securities, deposits gathered organically through the Bank's branch network, from socially motivated depositors, city and state agencies and deposit brokers and borrowed funds, primarily in the form of wholesale borrowings from the FHLB-NY. In addition, and depending on current market conditions, the Company has the ability to access the capital markets from time to time.
Deposit flows, calls of investment securities and wholesale borrowings, and prepayments of loans and mortgage-related securities are strongly influenced by such external factors as the direction of interest rates, whether actual or perceived, local and national economic conditions and competition for deposits and loans in the markets the Bank serves. Furthermore, changes to the FHLB-NY's underwriting guidelines for wholesale borrowings may limit or restrict the Bank's ability to borrow, and could therefore have a significant adverse impact on liquidity.
A decline in available funding could adversely impact the Bank's ability to originate loans, invest in securities, and meet expenses, or to fulfill such obligations as repaying borrowings or meeting deposit withdrawal demands.
Carver may not be able to utilize its income tax benefits.
The Company's ability to utilize the deferred tax asset generated by New Markets Tax Credit income tax benefits as well as other deferred tax assets depends on its ability to meet the NMTC compliance requirements and its ability to generate sufficient taxable income from operations in the future. Since the Bank has not generated sufficient taxable income to utilize tax credits as they were earned, a deferred tax asset has been recorded in the Company's financial statements. For additional information regarding Carver's NMTC, refer to Item 7, "Variable Interest Entities."
The future recognition of Carver's deferred tax asset is highly dependent upon Carver's ability to generate sufficient taxable income. A valuation allowance is required to be maintained for any deferred tax assets that we estimate are more likely than not to be unrealizable, based on available evidence at the time the estimate is made. In assessing Carver's need for a valuation allowance, we rely upon estimates of future taxable income. Although we use the best available information to estimate future taxable income, underlying estimates and assumptions can change over time as a result of unanticipated events or circumstances influencing our projections. Valuation allowances related to deferred tax assets can be affected by changes to tax laws, statutory rates, and future taxable income levels. The Company determined that it would not be able to realize all of its net deferred tax assets in the future, as such a charge to income tax expense in the second quarter of fiscal 2011 was made. Conversely, if the
Company were to determine that it would be able to realize its deferred tax assets in the future in excess of the net carrying amounts, the Company would decrease the recorded valuation allowance through a decrease in income tax expense in the period in which that determination was made.
On June 29, 2011, the Company raised $55 million of equity. The capital raise triggered a change in control under Section 382 of the Internal Revenue Code. Generally, Section 382 limits the utilization of an entity's net operating loss carry forwards, general business credits, and recognized built-in losses upon a change in ownership. The Company is subject to an annual limitation of approximately $0.9 million. The Company has a net deferred tax asset (“DTA”) of approximately $22.3 million. Based on management's calculations, the Section 382 limitation has resulted in previous reductions of the deferred tax asset of $5.8 million. The Company also continues to maintain a valuation allowance for the remaining net deferred tax asset of $22.0 million. The Company is unable to determine how much, if any, of the remaining DTA will be utilized.
Risks Associated with Cyber-Security Could Negatively Affect Our Earnings.
The financial services industry has experienced an increase in both the number and severity of reported cyber attacks aimed at gaining unauthorized access to bank systems as a way to misappropriate assets and sensitive information, corrupt and destroy data, or cause operational disruptions
We have established policies and procedures to prevent or limit the impact of security breaches, but such events may still occur or may not be adequately addressed if they do occur. Although we rely on security safeguards to secure our data, these safeguards may not fully protect our systems from compromises or breaches.
We also rely on the integrity and security of a variety of third party processors, payment, clearing and settlement systems, as well as the various participants involved in these systems, many of which have no direct relationship with us. Failure by these participants or their systems to protect our customers' transaction data may put us at risk for possible losses due to fraud or operational disruption.
Our customers are also the target of cyber attacks and identity theft. Large scale identity theft could result in customers' accounts being compromised and fraudulent activities being performed in their name. We have implemented certain safeguards against these types of activities but they may not fully protect us from fraudulent financial losses.
The occurrence of a breach of security involving our customers' information, regardless of its origin, could damage our reputation and result in a loss of customers and business and subject us to additional regulatory scrutiny, and could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations.
System failure or breaches of Carver’s network security could subject it to increased operating costs as well as litigation and other liabilities.
The computer systems and network infrastructure Carver and its third-party service providers use could be vulnerable to unforeseen problems. Carver’s operations are dependent upon its ability to protect its computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers. Any damage or failure that causes an interruption in Carver’s operations could have a material adverse effect on its financial condition and results of operations. Computer break-ins, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through Carver’s computer systems and network infrastructure, which may result in significant liability to Carver and may cause existing and potential customers to refrain from doing business with Carver. Although Carver, with the help of third-party service providers, intends to continue to implement security technology and establish operational procedures designed to prevent such damage, its security measures may not be successful. In addition, advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms Carver and its third-party service providers use to encrypt and protect customer transaction data. A failure of such security measures could have a material adverse effect on Carver’s financial condition and results of operations.
It is possible that a significant amount of time and money may be spent to rectify the harm caused by a breach or hack. While Carver has general liability insurance, there are limitations on coverage as well as dollar amount. Furthermore, cyber incidents carry a greater risk of injury to Carver’s reputation. Finally, depending on the type of incident, banking regulators can impose restrictions on Carver’s business and consumer laws may require reimbursement of customer loss.
The Company's business could suffer if it fails to retain skilled people.
The Company's success depends on its ability to attract and retain key employees reflecting current market opportunities and challenges. Competition for the best people is intense, and the Company's size and limited resources may present additional challenges in being able to retain the best possible employees, which loanscould adversely affect the results of operations.
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ITEM 1B. | UNRESOLVED STAFF COMMENTS. |
Not Applicable.
The Bank currently conducts its business through one administrative office and nine branches (including the Harlem West 125th Street main branch) and three separate ATM locations. During fiscal year 2018, the Bank entered into a sale and leaseback transaction of its Harlem headquarters location. The Bank has leased a portion of the property to continue to maintain its Main Office branch at the same location, and the administrative offices will be located to a nearby facility. The following table sets forth certain information regarding Carver Federal's offices and other material properties at March 31, 2018. The Bank believes that such facilities are madesuitable and adequate for its operational needs.
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Branches | Address | City/State | | Year Opened | | Owned or Leased | | Lease Expiration Date | | % Space Utilized |
Main Branch | 75 West 125th Street | New York, NY | | 1996 | | Leased | | 2/2028 | | 100% |
Crown Heights Branch | 1009-1015 Nostrand Avenue | Brooklyn, NY | | 1975 | | Leased | | 12/2025 | | 100% |
St. Albans Branch | 115-02 Merrick Boulevard | Jamaica, NY | | 1996 | | Leased | | 2/2021 | | 100% |
Malcolm X Blvd. Branch | 142 Malcolm X Boulevard | New York, NY | | 2001 | | Leased | | 4/2021 | | 100% |
Jamaica Center Branch | 158-45 Archer Avenue | Jamaica, NY | | 2003 | | Leased | | 7/2018 | | 100% |
Atlantic Terminal Branch | 4 Hanson Place | Brooklyn, NY | | 2003 | | Leased | | 4/2019 | | 100% |
Bradhurst Branch | 300 West 145th Street | New York, NY | | 2004 | | Leased | | 1/2020 | | 100% |
Flatbush Branch | 833 Flatbush Avenue | Brooklyn, NY | | 2009 | | Leased | | 8/2019 | | 100% |
Restoration Plaza | 1392 Fulton Street | Brooklyn, NY | | 2009 | | Leased | | 10/2018 | | 100% |
| | | | | | | | | | |
ATM Centers | | | | | | | | | | |
Fulton Street | 1950 Fulton Street | Brooklyn, NY | | 2005 | | Leased | | 1/2020 | | 100% |
| | | | | | | | | | |
ATM Machines | | | | | | | | | | |
Atlantic Terminal Mall | 139 Flatbush Avenue | Brooklyn, NY | | 2004 | | Leased | | 4/2019 | | 100% |
Atlantic Center | 625 Atlantic Avenue | Brooklyn, NY | | 2006 | | Leased | | 3/2018 | | 100% |
| | | | | | | | | | |
Administrative Office | | | | | | | | | | |
1825 Park Avenue | 1825 Park Avenue | New York, NY | | 2018 | | Leased | | 12/2028 | | — | % |
From time to time, the Company and the Bank or one of its wholly-owned subsidiaries are parties to various legal proceedings incident to their business. At March 31, 2018, certain claims, suits, complaints and investigations (collectively “proceedings”) involving the Company and the Bank or a subsidiary, arising in the ordinary course of business, have been filed or are pending. The Company is unable at this time to determine the ultimate outcome of each proceeding, but believes, after discussions with legal counsel representing the Company and the Bank or the subsidiary in these proceedings, that it has meritorious defenses to each proceeding and appropriate measures have been taken to defend the interests of the Company, Bank or subsidiary. There were no legal proceedings pending or known to be contemplated against us that in the opinion of management, would be expected to have a material adverse effect on the financial condition or results of operations of the Company or the Bank.
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ITEM 4. | MINE SAFETY DISCLOSURES. |
Not Applicable.
PART II
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ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
The Company's common stock was transferred from The Nasdaq Global Market to The Nasdaq Capital Market effective December 2, 2011. The stock had been listed on the Nasdaq Global Market under the symbol “CARV” since July 10, 2008. At March 31, 2018, there were 3,697,914 shares of common stock outstanding, held by 630 stockholders of record. The following table shows the high and low per share sales prices of the common stock and the dividends declared for the quarters indicated.
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| | | | | | | | | | | | | | | | | | | | | | | | |
| High | | Low | | Dividend | | | High | | Low | | Dividend |
Fiscal Year 2018 | | | | | | | Fiscal Year 2017 | | | | | |
June 30, 2017 | $ | 6.61 |
| | $ | 3.11 |
| | $ | — |
| | June 30, 2016 | $ | 5.99 |
| | $ | 3.10 |
| | $ | — |
|
September 30, 2017 | $ | 3.45 |
| | $ | 2.12 |
| | $ | — |
| | September 30, 2016 | $ | 5.12 |
| | $ | 3.33 |
| | $ | — |
|
December 31, 2017 | $ | 7.95 |
| | $ | 2.01 |
| | $ | — |
| | December 31, 2016 | $ | 5.82 |
| | $ | 3.05 |
| | $ | — |
|
March 31, 2018 | $ | 4.01 |
| | $ | 2.40 |
| | $ | — |
| | March 31, 2017 | $ | 3.98 |
| | $ | 2.87 |
| | $ | — |
|
As previously disclosed in a Current Report on Form 8-K filed with the SEC on October 29, 2010, the Company’s Board of Directors announced that, based on highly uncertain economic conditions and the desire to preserve capital, Carver suspended payment of the quarterly cash dividend on its common stock.
Under OCC regulations, the Bank will not be permitted to pay dividends to the Company on its capital stock if its regulatory capital would be reduced below applicable regulatory capital requirements or if its stockholders' equity would be reduced below the amount required to be maintained for the liquidation account, which was established in connection with the Bank's conversion to stock form. The OCC capital distribution regulations applicable to savings institutions (such as the Bank) that meet their regulatory capital requirements permit, after not less than 30 days prior notice to and non-objection by the FRB, capital distributions during a calendar year that do not exceed the Bank's net income for that year plus its retained net income for the prior two years. For information concerning the Bank's liquidation account, see Note 11 of the Notes to the Consolidated Financial Statements. In addition, the Company is subject to restrictions under the Agreement that affect their ability to pay dividends. See Item 1 - Overview - Enforcement Actions.
On August 6, 2002, the Company announced a stock repurchase program to repurchase up to 15,442 shares of its outstanding common stock. As of March 31, 2018, 11,744 shares of its common stock have been repurchased in open market transactions at an average price of $235.80 per share (as adjusted for 1-for-15 reverse stock split that occurred on October 27, 2011). The Company intends to use repurchased shares to fund its stock-based benefit and compensation plans and for any other purpose the Board deems advisable in compliance with applicable law. No shares were repurchased during fiscal 2018. As a result of the Company's participation in the TARP CDCI, the Treasury's prior approval is required to make further repurchases. As discussed below, the Treasury converted its preferred stock into common stock, which the Treasury continues to hold. The Company continues to be bound by the TARP CDCI restrictions so long as the Treasury is a common stockholder.
Carver has the following equity compensation plans:
(1) The 2006 Stock Incentive Plan became effective in September of 2006 and provides for discretionary option grants, stock appreciation rights and restricted stock to those employees and directors so selected by the Compensation Committee.
(2) The Carver Bancorp, Inc. 2014 Equity Incentive Plan became effective in September 2014 and provides for discretionary option grants, stock appreciation rights and restricted stock to those officers and directors selected by the Company’s Compensation Committee.
Additional information regarding Carver's equity compensation plans is incorporated by reference from the section entitled "Securities Authorized for Issuance Under Equity Compensation Plans" in the Proxy Statement (as defined below in Item 10).
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
See Item 1 - Overview - Recapitalization - Transactions. As previously disclosed in a Current Report on Form 8-K, on June 29, 2011, the Company entered into stock purchase agreements with several institutional investors pursuant to which the investors agreed to purchase an aggregate of 55,000 shares of the Company's Mandatorily Convertible Non-Voting Participating Preferred Stock, Series C for an aggregate purchase price of $55,000,000. The Series C preferred stock was offered and sold pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.
On October 25, 2011, Carver's shareholders voted and approved a 1-for-15 reverse stock split. A separate vote of stockholder approval was given to convert the Series C preferred stock into Series D preferred stock and common stock and exchange the Treasury CDCI Series B preferred stock for common stock.
On October 28, 2011, the Treasury exchanged the CDCI Series B preferred stock for Carver common stock.
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ITEM 6. | SELECTED FINANCIAL DATA. |
The following selected consolidated financial and other data is as of and for the years ended March 31 and is derived in part from, and should be read in conjunction with the Company's Consolidated Financial Statements and related notes:
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| | | | | | | | | | | | | | | | | | | |
$ in thousands | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
Selected Financial Condition Data: | | | | | | | | | |
Assets | $ | 693,910 |
| | $ | 687,861 |
| | $ | 739,054 |
| | $ | 674,632 |
| | $ | 638,990 |
|
Loans held-for-sale | — |
| | 944 |
| | 2,436 |
| | 2,665 |
| | 4,952 |
|
Total loans receivable, net | 472,627 |
| | 540,492 |
| | 583,396 |
| | 479,334 |
| | 382,590 |
|
Investment securities | 72,784 |
| | 72,446 |
| | 71,491 |
| | 112,126 |
| | 98,490 |
|
Cash and cash equivalents | 134,558 |
| | 58,686 |
| | 63,188 |
| | 50,824 |
| | 122,554 |
|
Deposits | 586,883 |
| | 579,176 |
| | 606,741 |
| | 527,761 |
| | 509,366 |
|
Advances from the FHLB-NY and other borrowed money | 38,403 |
| | 49,403 |
| | 68,403 |
| | 83,403 |
| | 70,403 |
|
Equity | 51,971 |
| | 47,398 |
| | 51,880 |
| | 52,908 |
| | 50,618 |
|
Number of deposit accounts | 31,972 |
| | 34,582 |
| | 47,565 |
| | 45,780 |
| | 40,530 |
|
Number of branches | 9 |
| | 9 |
| | 9 |
| | 10 |
| | 10 |
|
| | | | | | | | | |
Operating Data: | | | | | | | | | |
Interest income | 24,359 |
| | 26,126 |
| | 26,564 |
| | 22,450 |
| | 23,614 |
|
Interest expense | 5,280 |
| | 4,918 |
| | 4,605 |
| | 3,988 |
| | 3,981 |
|
Net interest income before provision for (recovery of) loan losses | 19,079 |
| | 21,208 |
| | 21,959 |
| | 18,462 |
| | 19,633 |
|
Provision for (recovery of) loan losses | 135 |
| | 29 |
| | 1,495 |
| | (2,842 | ) | | (293 | ) |
Net interest income after provision for (recovery of) loan losses | 18,944 |
| | 21,179 |
| | 20,464 |
| | 21,304 |
| | 19,926 |
|
Non-interest income | 14,359 |
| | 4,618 |
| | 6,014 |
| | 5,304 |
| | 6,296 |
|
Non-interest expense | 27,982 |
| | 28,531 |
| | 28,117 |
| | 27,875 |
| | 27,554 |
|
Income (loss) before income tax (benefit) expense | 5,321 |
| | (2,734 | ) | | (1,639 | ) | | (1,267 | ) | | (1,332 | ) |
Income tax (benefit) expense | (33 | ) | | 119 |
| | 128 |
| | 166 |
| | 102 |
|
Loss attributable to non-controlling interest | — |
| | — |
| | — |
| | (281 | ) | | (110 | ) |
Net income (loss) attributable to Carver Bancorp, Inc. | 5,354 |
| | (2,853 | ) | | (1,767 | ) | | (1,152 | ) | | (1,324 | ) |
Basic earnings (loss) per common share | 0.58 |
| | (0.77 | ) | | (0.48 | ) | | (0.31 | ) | | (0.36 | ) |
Diluted earnings (loss) per common share | 0.58 |
| | (0.77 | ) | | (0.48 | ) | | (0.31 | ) | | (0.36 | ) |
| | | | | | | | | |
Selected Statistical Data: | | | | | | | | | |
Return on average assets (1) | 0.81 | % | | (0.41 | )% | | (0.25 | )% | | (0.18 | )% | | (0.22 | )% |
Return on average stockholders' equity (2) (10) | 10.15 | % | | (5.88 | )% | | (3.46 | )% | | (2.21 | )% | | (2.51 | )% |
Return on average stockholders' equity, excluding AOCI (2) (10) | 9.82 | % | | (5.78 | )% | | (3.39 | )% | | (2.11 | )% | | (2.40 | )% |
Net interest margin (3) | 2.94 | % | | 3.11 | % | | 3.17 | % | | 3.05 | % | | 3.41 | % |
Average interest rate spread (4) | 2.79 | % | | 2.97 | % | | 3.07 | % | | 2.92 | % | | 3.28 | % |
Efficiency ratio (5) (10) | 83.68 | % | | 110.47 | % | | 100.51 | % | | 117.29 | % | | 106.27 | % |
Operating expense to average assets (6) | 4.23 | % | | 4.09 | % | | 3.92 | % | | 4.46 | % | | 4.59 | % |
Average stockholders' equity to average assets (7) (10) | 7.97 | % | | 6.96 | % | | 7.11 | % | | 8.33 | % | | 8.79 | % |
Average stockholders' equity, excluding AOCI, to average assets (7) (10) | 8.23 | % | | 7.07 | % | | 7.27 | % | | 8.74 | % | | 9.21 | % |
Dividend payout ratio (8) | — |
| | — |
| | — |
| | — |
| | — |
|
| | | | | | | | | |
Asset Quality Ratios: | | | | | | | | | |
Non-performing assets to total assets (9) | 1.13 | % | | 1.50 | % | | 2.35 | % | | 2.28 | % | | 2.95 | % |
Non-performing loans to total loans receivable (9) | 1.39 | % | | 1.54 | % | | 2.37 | % | | 1.74 | % | | 3.22 | % |
Allowance for loan losses to total loans receivable | 1.07 | % | | 0.93 | % | | 0.89 | % | | 0.92 | % | | 1.89 | % |
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(1) | Net income (loss) divided by average total assets. |
| |
(2) | Net income (loss) divided by average total stockholders' equity. |
| |
(3) | Net interest income divided by average interest-earning assets. |
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(4) | Combined weighted average interest rate earned less combined weighted average interest rate cost. |
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(5) | Operating expense divided by sum of net interest income and non-interest income. |
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(6) | Non-interest expense divided by average total assets. |
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(7) | Average stockholders' equity divided by average assets for the period ended. |
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(8) | Dividends paid to common stockholders as a percentage of net income available to common stockholders. |
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(9) | Non-performing assets consist of nonaccrual loans, loans held-for-sale and real estate owned. |
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(10) | See Non-GAAP Financial Measures disclosure below for comparable GAAP measures. |
Non-GAAP Financial Measures
In addition to evaluating the Company's results of operations in accordance with U.S. generally accepted accounting principles (“GAAP”), management routinely supplements their evaluation with an analysis of certain non-GAAP financial measures, such as the return on average stockholders' equity excluding average accumulated other comprehensive income (loss) ("AOCI"), and average stockholders' equity excluding AOCI to average assets. Management believes these non-GAAP financial measures provide information that is useful to investors in understanding the Company's underlying operating performance and trends, and facilitates comparisons with the performance of other banks and thrifts. Further, the efficiency ratio is used by management in its assessment of financial performance, including non-interest expense control.
Return on equity measures how efficiently we generate profits from the resources provided by our net assets. Return on average stockholders' equity is calculated by dividing annualized net income (loss) attributable to Carver by average stockholders' equity, excluding AOCI. Management believes that this performance measure explains the results of the Company's ongoing businesses in a manner that allows for a better understanding of the underlying trends in the Company's current businesses. For purposes of the Company's presentation, AOCI includes the changes in the market or fair value of its investment portfolio. These fluctuations have been excluded due to the unpredictable nature of this item and is not necessarily indicative of current operating or future performance.
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$ in thousands | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
Average Stockholders' Equity | | | | | | | | | | |
Average Stockholders' Equity | | $ | 52,727 |
| | $ | 48,533 |
| | $ | 51,024 |
| | $ | 52,073 |
| | $ | 52,709 |
|
Average AOCI | | (1,779 | ) | | (802 | ) | | (1,162 | ) | | (2,525 | ) | | (2,545 | ) |
Average Stockholders' Equity, excluding AOCI | | $ | 54,506 |
| | $ | 49,335 |
| | $ | 52,186 |
| | $ | 54,598 |
| | $ | 55,254 |
|
| | | | | | | | | | |
Return on Average Stockholders' Equity | | 10.15 | % | | (5.88 | )% | | (3.46 | )% | | (2.21 | )% | | (2.51 | )% |
Return on Average Stockholders' Equity, excluding AOCI | | 9.82 | % | | (5.78 | )% | | (3.39 | )% | | (2.11 | )% | | (2.40 | )% |
| | | | | | | | | | |
Average Stockholders' Equity to Average Assets | | 7.97 | % | | 6.96 | % | | 7.11 | % | | 8.33 | % | | 8.79 | % |
Average Stockholders' Equity, excluding AOCI, to Average Assets | | 8.23 | % | | 7.07 | % | | 7.27 | % | | 8.74 | % | | 9.21 | % |
| |
ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The following discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and Notes to Consolidated Financial Statements presented elsewhere in this report.
Executive Summary
Carver ended fiscal 2018 with net income of $5.4 million, compared to a net loss of $2.9 million for the prior year period. The significant change in results of operations was primarily driven by higher non-interest income, partially offset by lower net interest income and higher non-interest expense in the current year. The Company entered into a sale and leaseback transaction on its Harlem headquarters location and recognized a $15.0 million gain in the fourth quarter of the current fiscal year, of which $9.5 million was recognized immediately into income. Per the accounting guidance for such transactions, the amount attributable to the present value of the lease payments over its term ($5.5 million) has been deferred and will be recognized as income over the life of the lease. Net interest income was lower due to the decrease in the Bank's loan portfolio as it reduced the concentration level of commercial real estate loans. The business climate continues to present significant challenges as banks continue to absorb heightened regulatory costs and compete for limited loan demand. Carver continues to focus on diversifying its loan portfolio with C&I lending to local small businesses. The Bank typically seeks to generate new loan production and purchase loans at suitable prices such that the outstanding loan portfolio increases during the fiscal year.
Critical Accounting Policies
Various elements of accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Carver's policy with respect to the methodologies used to determine the allowance for loan and lease losses, securities impairment, assessment of the recoverability of the deferred tax asset, and the fair value of
financial instruments are the most critical accounting policies. These policies are important to the presentation of Carver's financial condition and results of operations, and involve a high degree of complexity, requiring management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. Such assumptions and estimates are susceptible to significant changes in today's economic environment. Changes in these judgments, assumptions or estimates could result in material differences in the Company's results of operations or financial condition.
Allowance for Loan and Lease Losses
The adequacy of the Bank's ALLL is determined in accordance with the Interagency Policy Statement on the Allowance for Loan and Lease Losses (the “Interagency Policy Statement”) released by the OCC on December 13, 2006, and in accordance with ASC Subtopics 450-20 "Loss Contingencies" and 310-10 "Accounting by Creditors for Impairment of a Loan." Compliance with the Interagency Policy Statement includes management's review of the Bank's loan portfolio, including the identification and review of individual problem situations that may affect a borrower's ability to repay. In addition, management reviews the overall portfolio quality through an analysis of delinquency and non-performing loan data, estimates of the value of underlying collateral, current charge-offs and other factors that may affect the portfolio, including a review of regulatory examinations, an assessment of current and expected economic conditions and changes in the size and composition of the loan portfolio.
The ALLL reflects management's evaluation of the loans presenting identified loss potential, as well as the risk inherent in various components of the portfolio. There is significant judgment applied in estimating the ALLL. These assumptions and estimates are susceptible to significant changes based on the current environment. Further, any change in the size of the loan portfolio or any of its components could necessitate an increase in the ALLL even though there may not be a decline in credit quality or an increase in potential problem loans. As such, there can never be assurance that the ALLL accurately reflects the actual loss potential inherent in a loan portfolio.
General Reserve Allowance
Carver's maintenance of a general reserve allowance in accordance with ASC Subtopic 450-20 includes the Bank's evaluating the risk to loss potential of homogeneous pools of loans based upon historical loss factors and a review of nine different environmental factors that are then applied to each pool. The pools of loans (“Loan Type”) are:
1-4 Family
Multifamily
Commercial Real Estate
Construction
Business Loans
Consumer (including Overdraft Accounts)
The pools are further segregated into the following risk rating classes:
Pass
Special Mention
Substandard
Doubtful
The Bank next applies to each pool a risk factor that determines the level of general reserves for that specific pool. The Bank estimates its historical charge-offs via a lookback analysis. The actual historical loss experience by major loan category is expressed as a percentage of the outstanding balance of all loans within the category. As the loss experience for a particular loan category increases or decreases, the level of reserves required for that particular loan category also increases or decreases. The Bank’s historical charge-off rate reflects the period over which the charge-offs were confirmed and recognized, not the period over which the earlier losses occurred. That is, the charge-off rate measures the confirmation of losses over a period that occurs after the earlier actual losses. During the period between the loss-causing events and the eventual confirmations of losses, conditions may have changed. There is always a time lag between the period over which average charge-off rates are calculated and the date of the financial statements. During that period, conditions may have changed. Another factor influencing the General Reserve is the Bank’s loss emergence period ("LEP") assumptions which represent the Bank’s estimate of the average amount of time from the point at which a loss is incurred to the point at which the loss is confirmed, either through the identification of the loss or a charge-off. Based upon adequate management information systems and effective methodologies for estimating losses, management has established a LEP floor of one year on all segments. In some segments, such as in its Commercial Real Estate, Multifamily and Business segments, the Bank demonstrates a LEP in excess of 12 months. The Bank also recognizes losses in accordance with regulatory charge-off criteria.
Because actual loss experience may not adequately predict the level of losses inherent in a portfolio, the Bank reviews nine qualitative factors to determine if reserves should be adjusted based upon any of those factors. As the risk ratings worsen, some of the qualitative factors may increase. The nine qualitative factors the Bank considers and may utilize are:
| |
1. | Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses (Policy & Procedures). |
| |
2. | Changes in relevant economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments (Economy). |
| |
3. | Changes in the nature or volume of the loan portfolio and in the terms of loans (Nature & Volume). |
| |
4. | Changes in the experience, ability, and depth of lending management and other relevant staff (Management). |
| |
5. | Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified loans (Problem Assets). |
| |
6. | Changes in the quality of the loan review system (Loan Review). |
| |
7. | Changes in the value of underlying collateral for collateral dependent loans (Collateral Values). |
| |
8. | The existence and effect of any concentrations of credit and changes in the level of such concentrations (Concentrations). |
| |
9. | The effect of other external forces such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio (External Forces). |
Specific Reserve Allowance
Carver also maintains a specific reserve allowance for criticized and classified loans individually reviewed for impairment in accordance with ASC Subtopic 310-10 guidelines. The amount assigned to the specific reserve allowance is individually determined based upon the loan. The ASC Subtopic 310-10 guidelines require the use of one of three approved methods to estimate the amount to be reserved and/or charged off for such credits. The three methods are as follows:
1.The present value of expected future cash flows discounted at the loan's effective interest rate,
2.The loan's observable market price; or
3.The fair value of the collateral if the loan is collateral dependent.
The Bank may choose the appropriate ASC Subtopic 310-10 measurement on a loan-by-loan basis for an individually impaired loan, except for an impaired collateral dependent loan. Guidance requires impairment of a collateral dependent loan to be measured using the fair value of collateral method. A loan is considered "collateral dependent" when the repayment of the debt will be provided solely by the underlying collateral, and there are no other available and reliable sources of repayment.
Criticized and classified loans with at risk balances of $500,000 or more and loans below $500,000 that the Chief Credit Officer deems appropriate for review, are identified and reviewed for individual evaluation for impairment in accordance with ASC Subtopic 310-10. Carver also performs impairment analysis for all TDRs. If it is determined that it is probable the Bank will be unable to collect all amounts due according with the contractual terms of the loan agreement, the loan is categorized as impaired.
If the loan is determined to not be impaired, it is then placed in the appropriate pool of criticized and classified loans to be evaluated collectively for impairment. Loans determined to be impaired are evaluated to determine the amount of impairment based on one of the three measurement methods noted above. The Bank then determines whether the impairment amount is permanent, in which case the loan is written down by the amount of the impairment, or if it is other than permanent, in which case the Bank establishes a specific valuation reserve that is included in the total ALLL. In accordance with guidance, if there is no impairment amount, no reserve is established for the loan.
Troubled Debt Restructured Loans
TDRs are those loans whose terms have been modified because of deterioration in the financial condition of the borrower and a concession is made. Modifications could include extension of the terms of the loan, reduced interest rates, capitalization of interest and forgiveness of accrued interest and/or principal. Once an obligation has been restructured because of such credit problems, it continues to be considered restructured until paid in full. For cash flow dependent loans, the Bank records a specific valuation allowance reserve equal to the difference between the present value of estimated future cash flows under the restructured terms discounted at the loan's original effective interest rate, and the loan's original carrying value. For a collateral dependent loan, the Bank records an impairment charge when the current estimated fair value of the property that collateralizes the impaired loan, if any, is less than the recorded investment in the loan. TDR loans remain on nonaccrual status until they have performed in accordance with the restructured terms for a period of at least six months.
Securities Impairment
The Bank’s available-for-sale securities portfolio is carried at estimated fair value, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive (loss) income. Securities that the Bank has the intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. The fair values of securities in portfolio are based on published or securities dealers’ market values and are affected by changes in interest rates. On a quarterly basis, the Bank reviews and evaluates the securities portfolio to determine if the decline in the fair value of any security below its cost basis is other-than-temporary. The Bank generally views changes in fair value caused by changes in interest rates as temporary, which is consistent with its experience. The amount of an other-than-temporary impairment, when there are credit and non-credit losses on a debt security which management does not intend to sell, and for which it is more likely than not that the Bank will not be required to sell the security prior to the recovery of the non-credit impairment, the portion of the total impairment that is attributable to the credit loss would be recognized in earnings, and the remaining difference between the debt security’s amortized cost basis and its fair value would be included in other comprehensive (loss) income. This guidance also requires additional disclosures about investments in an unrealized loss position and the methodology and significant inputs used in determining the recognition of other-than-temporary impairment. During the fiscal year ended March 31, 2018, the Bank recognized an impairment of less than $500 on a security.
Deferred Tax Assets
The Company records income taxes in accordance with ASC 740 Topic “Income Taxes,” as amended, using the asset and liability method. Income tax expense (benefit) consists of income taxes currently payable/(receivable) and deferred income taxes. Temporary differences between the basis of assets and liabilities for financial reporting and tax purposes are measured as of the balance sheet date. Deferred tax liabilities or recognizable deferred tax assets are calculated on such differences, using current statutory rates, which result in future taxable or deductible amounts. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Where applicable, deferred tax assets are reduced by a valuation allowance for any portion determined not likely to be realized. Management is continually reviewing the operation of the Company with a view to the future. Based on management's current analysis and the appropriate accounting literature, management is of the opinion that a full valuation allowance is appropriate. This valuation allowance could subsequently be adjusted, by a charge or credit to income tax expense, as changes in facts and circumstances warrant. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, reducing the corporate income tax rate from a 35% maximum rate to 21% effective January 1, 2018. Given that the Company has reserved all but $340 thousand of its deferred tax asset, there is minimal impact to the financial statements.
On June 29, 2011, the Company raised $55 million of equity, which resulted in a $51.4 million increase in equity after considering the effect of various expenses associated with the capital raise. The capital raise triggered a change in control under Section 382 of the Internal Revenue Code. Generally, Section 382 limits the utilization of an entity's net operating loss carryforwards, general business credits, and recognized built-in losses upon a change in ownership. The Company is currently subject to an annual limitation of approximately $900 thousand. A valuation allowance for net deferred tax asset of $22.0 million has been recorded. The valuation allowance was initially recorded during fiscal 2011, and has remained through March 31, 2017, as management concluded and continues to conclude that it is “more likely than not” that the Company will not be able to fully realize the benefit of its deferred tax assets. However, tax legislation passed during the Company's fiscal year 2018 now permits a corporation to receive refunds for AMT credits even if there is no taxable income. As a result, at March 31, 2018, the valuation allowance was reduced by $340 thousand, the amount of the Company's AMT credits.
Asset/Liability Management
The Company's primary earnings source is net interest income, which is affected by changes in the level of interest rates, the relationship between the rates on interest-earning assets and interest-bearing liabilities, the impact of interest rate fluctuations on asset prepayments, the level and composition of deposits and assets, and the credit quality of earning assets. Management's asset/liability objectives are to maintain a strong, stable net interest margin, to utilize the Company's capital effectively without taking undue risks, to maintain adequate liquidity and to manage its exposure to changes in interest rates.
Management monitors the Company's cumulative gap position, which is the difference between the sensitivity to rate changes on the Company's interest-earning assets and interest-bearing liabilities. In addition, the Company uses various tools to monitor and manage interest rate risk, such as a model that projects net interest income based on increasing or decreasing interest rates.
Discussion of Market Risk-Interest Rate Sensitivity Analysis
As a financial institution, the Bank's primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on a large portion of the Bank's assets and liabilities, and the market value of all interest-earning assets, other than those which are short-term in maturity. Since virtually all of the Company's interest-bearing assets and liabilities are held by the Bank, most of the Company's interest rate risk exposure is retained by the Bank. As a result, all significant interest rate risk management procedures are performed at the Bank. Based upon the Bank's nature of operations, the Bank is not subject to foreign currency exchange or commodity price risk. The Bank does not own any trading assets.
Carver Federal seeks to manage its interest rate risk by monitoring and controlling the variation in repricing intervals between its assets and liabilities. To a lesser extent, Carver Federal also monitors its interest rate sensitivity by analyzing the estimated changes in market value of its assets and liabilities assuming various interest rate scenarios. As discussed more fully below, there are a variety of factors that influence the repricing characteristics of any given asset or liability.
The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring an institution's interest rate sensitivity gap. An asset or liability is said to be interest rate sensitive within a specific period if it will mature or reprice within that period. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific period of time and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities and is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. Generally, during a period of falling interest rates, a negative gap could result in an increase in net interest income, while a positive gap could adversely affect net interest income. Conversely, during a period of rising interest rates a negative gap could adversely affect net interest income, while a positive gap could result in an increase in net interest income. As illustrated below, Carver Federal had a negative one-year gap equal to 4.40% of total rate sensitive assets at March 31, 2018. As a result, Carver Federal's net interest income may be negatively affected by rising interest rates and may be positively affected by falling interest rates.
The following table sets forth information regarding the projected maturities, prepayments and repricing of the major rate-sensitive asset and liability categories of Carver Federal as of March 31, 2018. Maturity repricing dates have been projected by applying estimated prepayment rates based on the current rate environment. The repricing and other assumptions are not necessarily representative of the Bank's actual results. Classifications of items in the table below are different from those presented in other tables and the financial statements and accompanying notes included herein and do not reflect non-performing loans:
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ in thousands | <3 Mos. | | 3-12 Mos. | | 1-3 Yrs. | | 3-5 Yrs. | | 5-10 Yrs. | | 10+ Yrs. | | Non-Interest Bearing Funds | | Total |
Rate Sensitive Assets: | | | | | | | | | | | | | | | |
Loans | $ | 146,848 |
| | $ | 119,706 |
| | $ | 126,036 |
| | $ | 38,770 |
| | $ | 37,778 |
| | $ | 2,473 |
| | $ | — |
| | $ | 471,611 |
|
Short-term investments | 129,883 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 129,883 |
|
Long-term investments | 11,486 |
| | 5,342 |
| | 12,691 |
| | 13,098 |
| | 17,985 |
| | 14,155 |
| | — |
| | 74,757 |
|
Other assets | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 17,659 |
| | 17,659 |
|
Total assets | $ | 288,217 |
| | $ | 125,048 |
| | $ | 138,727 |
| | $ | 51,868 |
| | $ | 55,763 |
| | $ | 16,628 |
| | $ | 17,659 |
| | $ | 693,910 |
|
| | | | | | | | | | | | | | | |
Rate Sensitive Liabilities: | | | | | | | | | | | | | | | |
Interest-bearing non-maturity deposits | $ | 230,465 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 230,465 |
|
Term deposits | 57,967 |
| | 129,614 |
| | 70,004 |
| | 35,547 |
| | 381 |
| | — |
| | — |
| | 293,513 |
|
Borrowings | 25,000 |
| | — |
| | — |
| | — |
| | — |
| | 13,403 |
| | — |
| | 38,403 |
|
Other liabilities | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 79,558 |
| | 79,558 |
|
Equity | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 51,971 |
| | 51,971 |
|
Total liabilities and equity | $ | 313,432 |
| | $ | 129,614 |
| | $ | 70,004 |
| | $ | 35,547 |
| | $ | 381 |
| | $ | 13,403 |
| | $ | 131,529 |
| | $ | 693,910 |
|
| | | | | | | | | | | | | | | |
Interest sensitivity gap | $ | (25,215 | ) | | $ | (4,566 | ) | | $ | 68,723 |
| | $ | 16,321 |
| | $ | 55,382 |
| | $ | 3,225 |
| | $ | (113,870 | ) | | $ | — |
|
| | | | | | | | | | | | | | | |
Cumulative interest sensitivity gap | $ | (25,215 | ) | | $ | (29,781 | ) | | $ | 38,942 |
| | $55,263 | | $110,645 | | $ | 113,870 |
| | $ | — |
| | $ | — |
|
| | | | | | | | | | | | | | | |
Ratio of cumulative gap to total rate sensitive assets | (3.73 | )% | | (4.40 | )% | | 5.76 | % | | 8.17 | % | | 16.36 | % | | 16.84 | % | | — |
| | — |
|
The table above assumes that fixed maturity deposits are not withdrawn prior to maturity and that transaction accounts will decay as disclosed in the table above.
Certain shortcomings are inherent in the method of analysis presented in the table above. Although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in the market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgages, generally have features that restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayments and early withdrawal levels would likely deviate significantly from those assumed in calculating the table. Additionally, credit risk may increase as many borrowers may experience an inability to service their debt in the event of a rise in interest rate. Virtually all of the adjustable-rate loans in Carver Federal's portfolio contain conditions that restrict the periodic change in interest rate.
Economic Value of Equity (“EVE”) Analysis. As part of its efforts to maximize net interest income while managing risks associated with changing interest rates, management also uses the EVE methodology. EVE is the present value of expected net cash flows from existing assets less the present value of expected cash flows from existing liabilities plus the present value of net expected cash inflows from existing financial derivatives and off-balance sheet contracts.
Under this methodology, interest rate risk exposure is assessed by reviewing the estimated changes in EVE that would hypothetically occur if interest rates rapidly rise or fall along the yield curve. Projected values of EVE at both higher and lower interest rate risk scenarios are compared to base case values (no change in rates) to determine the sensitivity to changing interest rates.
Presented below, as of March 31, 2018, is an analysis of the Bank's interest rate risk as measured by changes in EVE for instantaneous parallel shifts of +/- 400 basis points change in market interest rates. Such limits have been established with consideration of the impact of various rate changes and the Bank's current capital position. The information set forth below relates solely to the Bank. However, because virtually all of the Company's interest rate risk exposure lies at the Bank level, management believes the table below also similarly reflects an analysis of the Company's interest rate risk.
|
| | | | | | | | | | | | | | |
$ in thousands | | Economic Value of Equity | | EVE as % of PV of Assets |
Change in Rate | | $ Amount | | $ Change | | % Change | | EVE Ratio | | Change |
+400 bps | | 114,872 |
| | 12,665 |
| | 12.39 | % | | 17.71 | % | | 291 bps |
+300 bps | | 112,007 |
| | 9,800 |
| | 9.59 | % | | 17.03 | % | | 223 bps |
+200 bps | | 109,525 |
| | 7,318 |
| | 7.16 | % | | 16.38 | % | | 158 bps |
+100 bps | | 106,098 |
| | 3,891 |
| | 3.81 | % | | 15.62 | % | | 82 bps |
0 bps | | 102,207 |
| |
|
| |
|
| | 14.80 | % | |
|
-100 bps | | 95,222 |
| | (6,985 | ) | | (6.83 | )% | | 13.56 | % | | -124 bps |
-200 bps | | 85,817 |
| | (16,390 | ) | | (16.04 | )% | | 12.04 | % | | -276 bps |
-300 bps | | 74,867 |
| | (27,340 | ) | | (26.75 | )% | | 10.35 | % | | -445 bps |
-400 bps | | 73,425 |
| | (28,782 | ) | | (28.16 | )% | | 10.02 | % | | -478 bps |
Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in EVE require the making of certain assumptions, which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the models presented assume that the composition of our interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the EVE table provides an indication of Carver Federal's interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on Carver Federal's net interest income and may differ from actual results.
Average Balance, Interest and Average Yields and Rates
The following table sets forth certain information relating to Carver Federal's average interest-earning assets and average interest-bearing liabilities, and their related average yields and costs for the years ended March 31, 2018, 2017, and 2016. The table also presents information for the fiscal years indicated with respect to the difference between the weighted average yield
earned on interest-earning assets and the weighted average rate paid on interest-bearing liabilities, or “interest rate spread,” which savings institutions have traditionally used as an indicator of profitability. Another indicator of an institution's profitability is its “net interest margin,” which is its net interest income divided by the average balance of interest-earning assets. Net interest income is affected by the interest rate spread and by the relative amounts of interest-earning assets and interest-bearing liabilities. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income:
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2018 | | 2017 | | 2016 |
$ in thousands | Average Balance | | Interest | | Average Yield/ Cost | | Average Balance | | Interest | | Average Yield/ Cost | | Average Balance | | Interest | | Average Yield/ Cost |
Interest-Earning Assets: | | | | | | | | | | | | | | | | | |
Loans (1) | $ | 514,938 |
| | $ | 21,917 |
| | 4.26 | % | | $ | 556,169 |
| | $ | 24,257 |
| | 4.36 | % | | $ | 548,726 |
| | $ | 24,358 |
| | 4.44 | % |
Mortgage-backed securities | 46,412 |
| | 970 |
| | 2.09 | % | | 41,261 |
| | 806 |
| | 1.95 | % | | 37,413 |
| | 761 |
| | 2.03 | % |
Investment securities | 14,592 |
| | 344 |
| | 2.36 | % | | 17,333 |
| | 406 |
| | 2.34 | % | | 44,469 |
| | 921 |
| | 2.07 | % |
Restricted cash deposit | 70 |
| | — |
| | 0.03 | % | | 247 |
| | — |
| | 0.03 | % | | 2,797 |
| | 1 |
| | 0.03 | % |
Equity securities (2) | 2,193 |
| | 109 |
| | 4.97 | % | | 2,564 |
| | 120 |
| | 4.68 | % | | 3,452 |
| | 145 |
| | 4.20 | % |
Other investments | 70,815 |
| | 1,019 |
| | 1.44 | % | | 65,201 |
| | 537 |
| | 0.82 | % | | 55,408 |
| | 378 |
| | 0.68 | % |
Total interest-earning assets | 649,020 |
| | 24,359 |
| | 3.76 | % | | 682,775 |
| | 26,126 |
| | 3.82 | % | | 692,265 |
| | 26,564 |
| | 3.84 | % |
Non-interest-earning assets | 12,916 |
| | | | | | 14,965 |
| | | | | | 25,366 |
| | | | |
Total assets | $ | 661,936 |
| | | | | | $ | 697,740 |
| | | | | | $ | 717,631 |
| | | | |
| | | | | | | | | | | | | | | | | |
Interest-Bearing Liabilities: | | | | | | | | | | | | | | | | | |
Deposits | | | | | | | | | | | | | | | | | |
Interest-bearing checking | $ | 26,158 |
| | $ | 19 |
| | 0.07 | % | | $ | 34,287 |
| | $ | 48 |
| | 0.14 | % | | $ | 31,971 |
| | $ | 52 |
| | 0.16 | % |
Savings and clubs | 101,415 |
| | 249 |
| | 0.25 | % | | 97,555 |
| | 261 |
| | 0.27 | % | | 93,794 |
| | 253 |
| | 0.27 | % |
Money market | 111,674 |
| | 540 |
| | 0.48 | % | | 146,984 |
| | 875 |
| | 0.60 | % | | 161,391 |
| | 844 |
| | 0.52 | % |
Certificates of deposit | 263,436 |
| | 3,256 |
| | 1.24 | % | | 245,792 |
| | 2,437 |
| | 0.99 | % | | 227,713 |
| | 2,092 |
| | 0.92 | % |
Mortgagors deposits | 2,323 |
| | 42 |
| | 1.81 | % | | 2,253 |
| | 40 |
| | 1.78 | % | | 2,280 |
| | 28 |
| | 1.23 | % |
Total deposits | 505,006 |
| | 4,106 |
| | 0.81 | % | | 526,871 |
| | 3,661 |
| | 0.69 | % | | 517,149 |
| | 3,269 |
| | 0.63 | % |
Borrowed money | 39,973 |
| | 1,174 |
| | 2.94 | % | | 51,524 |
| | 1,257 |
| | 2.44 | % | | 79,633 |
| | 1,336 |
| | 1.68 | % |
Total interest-bearing liabilities | 544,979 |
| | 5,280 |
| | 0.97 | % | | 578,395 |
| | 4,918 |
| | 0.85 | % | | 596,782 |
| | 4,605 |
| | 0.77 | % |
Non-interest-bearing liabilities: | | | | | | | | | | | | | | | | | |
Demand deposits | 57,883 |
| | | | | | 56,407 |
| | | | | | 54,620 |
| | | | |
Other liabilities | 6,347 |
| | | | | | 14,405 |
| | | | | | 15,205 |
| | | | |
Total liabilities | 609,209 |
| | | | | | 649,207 |
| | | | | | 666,607 |
| | | | |
Stockholders' equity | 52,727 |
| | | | | | 48,533 |
| | | | | | 51,024 |
| | | | |
Total liabilities & equity | $ | 661,936 |
| | | | | | $ | 697,740 |
| | | | | | $ | 717,631 |
| | | | |
Net interest income | | | $ | 19,079 |
| | | | | | $ | 21,208 |
| | | | | | $ | 21,959 |
| | |
| | | | | | | | | | | | | | | | | |
Average interest rate spread | | | | | 2.79 | % | | | | | | 2.97 | % | | | | | | 3.07 | % |
| | | | | | | | | | | | | | | | | |
Net interest margin | | | | | 2.94 | % | | | | | | 3.11 | % | | | | | | 3.17 | % |
| | | | | | | | | | | | | | | | | |
Ratio of average interest-earning assets to interest-bearing liabilities | | | 119.09 | % | | | | | | 118.05 | % | | | | | | 116.00 | % |
| | | | | | | | | | | | | | | | | |
(1) Includes nonaccrual loans. | | | | | | | | | | | | | | | | | |
(2) Includes FHLB-NY stock. | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Rate/Volume Analysis
The following table sets forth information regarding the extent to which changes in interest rates and changes in volume of interest related assets and liabilities have affected Carver Federal's interest income and expense during the fiscal years ended March 31, 2018, 2017, and 2016 (in thousands). For each category of interest-earning assets and interest-bearing liabilities, information is provided for changes attributable to: (1) changes in volume (changes in volume multiplied by prior rate); (2) changes
in rate (change in rate multiplied by old volume). Changes in rate/volume variance are allocated proportionately between changes in rate and changes in volume.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| 2018 vs. 2017 Increase (Decrease) due to | | 2017 vs. 2016 Increase (Decrease) due to |
$ in thousands | Volume | | Rate | | Total | | Volume | | Rate | | Total |
Interest-Earning Assets: | | | | | | | | | | | |
Loans | $ | (1,796 | ) | | $ | (544 | ) | | $ | (2,340 | ) | | $ | 329 |
| | $ | (430 | ) | | $ | (101 | ) |
Mortgage-backed securities | 101 |
| | 63 |
| | 164 |
| | 78 |
| | (33 | ) | | 45 |
|
Investment securities | (64 | ) | | 2 |
| | (62 | ) | | (562 | ) | | 47 |
| | (515 | ) |
Restricted cash deposit | — |
| | — |
| | — |
| | (1 | ) | | — |
| | (1 | ) |
Equity securities | (17 | ) | | 6 |
| | (11 | ) | | (37 | ) | | 12 |
| | (25 | ) |
Other investments and federal funds sold (1) | 46 |
| | 436 |
| | 482 |
| | 68 |
| | 91 |
| | 159 |
|
Total interest-earning assets | (1,730 | ) | | (37 | ) | | (1,767 | ) | | (125 | ) | | (313 | ) | | (438 | ) |
| | | | | | | | | | | |
Interest-Bearing Liabilities: | | | | | | | | | | | |
Deposits | | | | | | | | | | | |
Interest-bearing checking | (11 | ) | | (18 | ) | | (29 | ) | | 3 |
| | (7 | ) | | (4 | ) |
Savings and clubs | 10 |
| | (22 | ) | | (12 | ) | | 10 |
| | (2 | ) | | 8 |
|
Money market savings | (210 | ) | | (125 | ) | | (335 | ) | | (75 | ) | | 106 |
| | 31 |
|
Certificates of deposit | 175 |
| | 644 |
| | 819 |
| | 166 |
| | 179 |
| | 345 |
|
Mortgagors deposits | 1 |
| | 1 |
| | 2 |
| | — |
| | 12 |
| | 12 |
|
Total deposits | (35 | ) | | 480 |
| | 445 |
| | 104 |
| | 288 |
| | 392 |
|
Borrowed money | (282 | ) | | 199 |
| | (83 | ) | | (472 | ) | | 393 |
| | (79 | ) |
Total interest-bearing liabilities | (317 | ) | | 679 |
| | 362 |
| | (368 | ) | | 681 |
| | 313 |
|
| | | | | | | | | | | |
Net change in net interest income | $ | (1,413 | ) | | $ | (716 | ) | | $ | (2,129 | ) | | $ | 243 |
| | $ | (994 | ) | | $ | (751 | ) |
Comparison of Financial Condition at March 31, 2018 and 2017
Assets
At March 31, 2018, total assets were $693.9 million, reflecting an increase of $6.0 million, or 0.9%, from total assets of $687.9 million at March 31, 2017. The increase is primarily attributable to an increase in cash and cash equivalents of $75.9 million, partially offset by a $67.9 million decline in the loan portfolio, net of the allowance for loan losses. The decrease in the loan portfolio was largely due to loan attrition through scheduled paydowns and payoffs, a significant amount of which the Bank did not actively try to retain as it was making a focused effort to reduce its concentration level of commercial real estate loans.
Total cash and cash equivalents increased $75.9 million, or 129.3%, to $134.6 million at March 31, 2018, compared to $58.7 million at March 31, 2017 due to the decline in loans and proceeds received from the sale of the Company's administrative headquarters.
Total investment securities increased $338 thousand, or 0.5%, to $72.8 million at March 31, 2018, compared to $72.4 million at March 31, 2017 as cash generated from scheduled principal payments received was reinvested to diversify the Bank's available-for-sale investment portfolio.
Gross portfolio loans decreased $67.8 million, or 12.4%, to $477.8 million at March 31, 2018, compared to $545.6 million at March 31, 2017, as the Bank continued to focus its efforts on the targeted reduction of its concentration in commercial real estate mortgage loans through attrition in and payoffs of non owner occupied CRE loans.
Loans held-for sale ("HFS") decreased $944 thousand to zero at March 31, 2018, as five loans were transferred back to the Bank's loans held-for-investment ("HFI") portfolio.
Liabilities and Equity
Liabilities
Total liabilities increased $1.5 million, or 0.2%, to $641.9 million at March 31, 2018, compared to $640.5 million at March 31, 2017, as a result of an increase in the Bank's deposits and other liabilities, which were partially offset by the repayment of borrowed funds.
Deposits increased $7.7 million, or 1.3%, to $586.9 million at March 31, 2018, compared to $579.2 million at March 31, 2017, due primarily to an increase in certificates of deposit accounts, offset by declines in brokered money market and interest-bearing checking accounts. Due to the focused reduction in commercial real estate loans as a risk mitigant and weaker loan demand, balance sheet management called for a lower level of deposits throughout the year. Also, the Company did not actively pursue the retention of certain non-relationship deposits as it has been seeking to reduce its overall level of short-term wholesale deposits. During the fourth quarter of fiscal year 2018, the Company obtained an additional $25 million in longer term brokered deposits as part of the Bank's liquidity strategy to extend the overall duration of the portfolio.
Advances from the FHLB-NY and other borrowed money decreased $11.0 million, or 22.3%, to $38.4 million at March 31, 2018, compared to $49.4 million at March 31, 2017 as the Bank repaid FHLB short-term borrowings, a subordinated debt and a repurchase agreement during the period.
Equity
Total equity increased $4.6 million, or 9.6%, to $52.0 million at March 31, 2018, compared to $47.4 million at March 31, 2017. The increase was due to net income of $5.4 million for the fiscal year, partially offset by an increase of $786 thousand in unrealized losses on securities available-for-sale.
Comparison of Operating Results for the Years Ended March 31, 2018 and 2017
Net Income (Loss)
The Company reported net income of $5.4 million for fiscal year 2018, compared to a net loss of $2.9 million for the prior year period. The change in our results was primarily driven by higher non-interest income, partially offset by a decrease in net interest income in the current period compared to the prior year.
Net Interest Income
Net interest income decreased $2.1 million, or 10.0%, to $19.1 million for fiscal year 2018, compared to $21.2 million for the prior year period. The decrease was due to a $1.8 million decrease in interest income and a $362 thousand increase in interest expense for the period.
Interest income decreased $1.8 million, or 6.8%, to $24.4 million compared to $26.1 million for the prior year period, primarily due to a decrease of $2.3 million in interest income on loans. Average loans outstanding decreased $41.2 million, or 7.4%, as a result of a focused effort to reduce the concentration level of the Company's Commercial Real Estate loans. The loss in loan interest income was partially offset by increases in interest on investments due to higher yields compared to the prior year period. In addition, the Company reported a $493 thousand increase in interest on money market investments as the cashflow from the declining loan portfolio was invested.
Interest expense increased $362 thousand, or 7.4%, to $5.3 million compared to $4.9 million for the prior year period, primarily due to a $445 thousand increase in interest expense on deposits. Interest expense on certificates of deposits was $819 thousand higher primarily due to an increase in average rates of 25 basis points compared to the prior year period. This was partially offset by a $335 thousand decline in interest expense on money market accounts due to a decrease in average balances and rates of $35.3 million and 12 basis points, respectively. Interest expense on borrowings was also lower for the current fiscal year despite an increase in the cost to borrow, due to a decrease in average borrowings during the current year-to-date period.
Provision for Loan Losses
The Bank recorded a $135 thousand provision for loan losses for fiscal year 2018, compared to a $29 thousand provision for loan losses for the prior year period. For the year ended March 31, 2018, net charge-offs of $69 thousand were recognized, compared to net charge-offs of $201 thousand in the prior year period. At March 31, 2018, nonaccrual loans totaled $6.7 million, or 1.0% of total assets, compared to $8.4 million, or 1.2% of total assets at March 31, 2017. The ALLL remained relatively unchanged at $5.1 million, which represents a ratio of the ALLL to nonaccrual loans of 76.9%, compared to 60.1% at March 31, 2017. The ratio of the allowance for loan losses to total loans receivable was 1.07% at March 31, 2018, compared to 0.93% at March 31, 2017.
Non-interest Income
Non-interest income for the twelve months ended March 31, 2018 increased $9.7 million, or 210.9%, to $14.4 million compared to $4.6 million in the prior year period. The increase was primarily due to a $9.5 million gain recognized on the sale and leaseback of the Bank's Harlem headquarters. Non-interest income was also higher in the current period due to gains realized on the sale of real estate owned and an increase in loan fees and service charges, primarily due to an increase in late charges on mortgage loans.
Non-interest Expense
Non-interest expense decreased $549 thousand, or 1.9%, to $28.0 million compared to $28.5 million in the prior year period. The Bank had higher employee compensation and benefits expense of $153 thousand related to staffing costs associated with strengthening the Bank's regulatory and compliance infrastructure. In addition, net occupancy expense increased $253 thousand as the Company incurred costs for maintenance and repairs on its administrative headquarters building in preparation for its sale. Data processing and equipment costs also increased by $217 thousand in the current period as the Company made improvements to its technology infrastructure to improve productivity, manage risk and ensure compliance. Offsetting the increases was a $1.3 million decrease in other expenses, primarily due to declines in advertising, legal fees, insurance costs, loan servicing expense and operational chargeoffs.
Income Taxes
The Company utilized its federal NOLs to offset its taxable income, but recorded a $174 thousand alternative minimum income tax expense for the fiscal year ended March 31, 2018. A change in the tax legislation permitted the Company to record a deferred federal tax benefit related to its AMT credit in the amount of $340 thousand. State and local income tax expenses were $133 thousand and $119 thousand, respectively, for the fiscal years ended March 31, 2018 and 2017.
Liquidity and Capital Resources
Liquidity is a measure of the Bank's ability to generate adequate cash to meet its financial obligations. The principal cash requirements of a financial institution are to cover potential deposit outflows, fund increases in its loan and investment portfolios and ongoing operating expenses. The Bank's primary sources of funds are deposits, borrowed funds and principal and interest payments on loans, mortgage-backed securities and investment securities. While maturities and scheduled amortization of loans, mortgage-backed securities and investment securities are predictable sources of funds, deposit flows and loan and mortgage-backed securities prepayments are strongly influenced by changes in general interest rates, economic conditions and competition. Carver Federal monitors its liquidity utilizing guidelines that are contained in a policy developed by its management and approved by its Board of Directors. Carver Federal's several liquidity measurements are evaluated on a frequent basis. The Bank was in compliance with this policy as of March 31, 2018.
Management believes Carver Federal’s short-term assets have sufficient liquidity to cover loan demand, potential fluctuations in deposit accounts and to meet other anticipated cash requirements, including interest payments on our subordinated debt securities. Additionally, Carver Federal has other sources of liquidity including the ability to borrow from the Federal Home Loan Bank of New York ("FHLB-NY") utilizing unpledged mortgage-backed securities and certain mortgage loans, the sale of available-for-sale securities and the sale of certain mortgage loans. Net borrowings decreased $11.0 million during fiscal year 2018 due to the repayment of FHLB short-term borrowings, a repo borrowing and subordinated debt. At March 31, 2018, the Bank had $25.0 million in FHLB-NY borrowings with a weighted average rate of 1.50% schedule to mature over the next twelve months. Due to the late filing of Carver's 2016 Form 10-K, and the going concern language contained therein, the FHLB-NY notified Carver on July 1, 2016 that it would be restricting Carver's borrowings to 30-day terms. At March 31, 2018, based on available collateral held at the FHLB-NY, Carver Federal had the ability to borrow from the FHLB-NY an additional $17.7 million on a secured basis, utilizing mortgage-related loans and securities as collateral. The bank has the ability to pledge additional loans as collateral in order to borrow up to 30% of its total assets.
The Bank's most liquid assets are cash and short-term investments. The level of these assets is dependent on the Bank's operating, investing and financing activities during any given period. At March 31, 2018 and 2017, assets qualifying for short-term liquidity, including cash and cash equivalents, totaled $134.6 million and $58.7 million, respectively.
The most significant potential liquidity challenge the Bank faces is variability in its cash flows as a result of mortgage refinance activity. When mortgage interest rates decline, customers’ refinance activities tend to accelerate, causing the cash flow from both the mortgage loan portfolio and the mortgage-backed securities portfolio to accelerate. In contrast, when mortgage
interest rates increase, refinance activities tend to slow, causing a reduction of liquidity. However, in a rising rate environment, customers generally tend to prefer fixed rate mortgage loan products over variable rate products. Carver Federal is also at risk to deposit outflows.
The Consolidated Statements of Cash Flows present the change in cash from operating, investing and financing activities. During fiscal year 2018, total cash and cash equivalents increased by $75.9 million to $134.6 million reflecting cash provided by investing activities of $84.1 million, offset by cash used in operating activities of $5.0 million and cash used in financing activities of $3.3 million.
Net cash provided by investing activities of $84.1 million was primarily attributable to net loan principal repayments and proceeds received from the sale of the Company's administrative headquarters. Net cash used in operating activities totaled $5.0 million for the fiscal year. Net cash used in financing activities of $3.3 million resulted from repayment of FHLB short-term borrowings and other borrowings totaling $11.0 million during the period, offset by net increases in deposits of $7.7 million.
Potential Mortgage Representation and Warranty Liabilities
During the period 2004 through 2009, the Bank originated 1-4 family residential mortgage loans and sold the loans to the FNMA. The loans were sold to FNMA with the standard representations and warranties for loans sold to the GSE's. The Bank may be required to repurchase these loans in the event of breaches of these representations and warranties. In the event of a repurchase, the Bank is typically required to pay the unpaid principal balance as well as outstanding interest and fees. The Bank then recovers the loan or, if the loan has been foreclosed, the underlying collateral. The Bank is exposed to any losses on repurchased loans after giving effect to any recoveries on the collateral.
Through fiscal 2011, none of the loans sold to FNMA were repurchased by the Bank. During fiscal 2012, 2013, 2014 and 2015, three, ten, six and one loan, respectively, that had been sold to FNMA were repurchased by the Bank. At March 31, 2018 the Bank continues to service 130 loans with a principal balance of $21.9 million for FNMA that were sold with standard representations and warranties.
Management has established a representation and warranty reserve for losses associated with the repurchase of mortgage loans sold by the Bank to FNMA that we consider to be both probable and reasonably estimable. These reserves are reported in the consolidated statement of financial condition as a component of other liabilities. The Bank has not received a request to repurchase any of these loans since the second quarter of fiscal 2015, and there have not been any additional requests from FNMA for loans to be reviewed. The reserves totaled $205 thousand as of March 31, 2018. The table below summarizes changes in our representation and warranty reserves in fiscal 2018:
|
| | | | |
$ in thousands | | March 31, 2018 |
Representation and warranty repurchase reserve, as of March 31, 2017 (1) | | $ | 162 |
|
Net provision of repurchase losses (2) | | 43 |
|
Representation and warranty repurchase reserve, as of March 31, 2018 (1) | | $ | 205 |
|
(1) Reported in consolidated statements of financial condition as a component of other liabilities.
(2) Component of other non-interest expense.
Additional information related to the representation and warranty reserve, including factors that may impact the adequacy of the reserves and the ultimate amount of losses incurred is found in “Note 14 Commitments and Contingencies.”
Off-Balance Sheet Arrangements and Contractual Obligations
The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and in connection with its overall investment strategy. These instruments involve, to varying degrees, elements of credit, interest rate and liquidity risk. In accordance with GAAP, these instruments are not recorded in the consolidated financial statements. Such instruments primarily include lending obligations, including commitments to originate mortgage and consumer loans and to fund unused lines of credit.
The Bank has contractual obligations related to operating leases as well as a contingent liability related to a standby letter of credit. See Note 14 of Notes to Consolidated Financial Statements for the Bank's outstanding lending commitments and contractual obligations at March 31, 2018.
The Bank has contractual obligations at March 31, 2018 as follows:
|
| | | | | | | | | | | | | | | | | | | | |
$ in thousands | | Payments due by period |
Contractual Obligations | | Total | | Less than 1 year | | 1 - 3 years | | 3 - 5 years | | More than 5 years |
Long-term debt obligations: | | | | | | | | | | |
FHLB advances | | $ | 25,032 |
| | $ | 25,032 |
| | $ | — |
| | $ | — |
| | $ | — |
|
Guaranteed preferred beneficial interest in junior subordinated debentures | | 14,317 |
| | — |
| | — |
| | — |
| | 14,317 |
|
Total long-term debt obligations | | 39,349 |
| | 25,032 |
| | — |
| | — |
| | 14,317 |
|
Operating lease obligations: | | | | | | | | | | |
Lease obligations for rental properties | | 19,010 |
| | 1,795 |
| | 4,108 |
| | 3,423 |
| | 9,684 |
|
Total contractual obligations | | $ | 58,359 |
| | $ | 26,827 |
| | $ | 4,108 |
| | $ | 3,423 |
| | $ | 24,001 |
|
Variable Interest Entities ("VIEs")
The Company's subsidiary, Carver Statutory Trust I, is not consolidated with Carver Bancorp Inc. for financial reporting purposes in accordance with the FASB's ASC Topic 810 regarding the consolidation of variable interest entities (formerly FIN 46(R)). Carver Statutory Trust I was formed in 2003 for the purpose of issuing $13.0 million aggregate liquidation amount of floating rate Capital Securities due September 17, 2033 (“Capital Securities”) and $0.4 million of common securities (which are the only voting securities of Carver Statutory Trust I), which are 100% owned by Carver Bancorp Inc., and using the proceeds to acquire junior subordinated debentures issued by Carver Bancorp, Inc. Carver Bancorp, Inc. has fully and unconditionally guaranteed the Capital Securities along with all obligations of Carver Statutory Trust I under the trust agreement relating to the Capital Securities.
The Bank's subsidiary, CCDC, was formed to facilitate its participation in local economic development and other community-based activities. In June 2006, CCDC was selected by the U.S. Department of Treasury, in a highly competitive process, to receive an award of $59 million in NMTC. CCDC won a second NMTC award of $65 million in May 2009, and a third award of $25 million in August 2011. The NMTC awards provide a credit to Carver Federal against federal income taxes when the Bank makes qualified investments. The credits are allocated over seven years from the time of the qualified investment. Alternatively, the Bank can utilize the awards in projects where another investor entity provides funding and receives the tax benefits of the award in exchange for the Bank receiving fee income.
CCDC provides funding to underlying projects. While providing funding to investments in the NMTC eligible projects, CCDC has retained a 0.01% interest in other special purpose entities created to facilitate the investments, with the investors owning the remaining 99.99%. CCDC also provides certain administrative services to these entities and receives servicing fee income during the term of the qualifying projects. The Bank has determined that it and CCDC do not have the sole power to direct the activities of these special purpose entities that significantly impact the entities' performance, and therefore are not the primary beneficiaries of these entities. The Bank has a contingent obligation to reimburse the investors for any loss or shortfall incurred as a result of the NMTC project not being in compliance with certain regulations that would void the investor's ability to otherwise utilize tax credits stemming from the award. As of March 31, 2018, all three allocation awards have been fully utilized in qualifying projects.
The Bank's unconsolidated VIEs, in which the Company holds significant variable interests or has continuing involvement through servicing a majority of assets in a VIE are presented in the table below.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Involvement with SPE (000s) | Funded Exposure | Unfunded Exposure | Total |
| Recognized Gain (Loss) (000's) | Total Rights transferred | Significant unconsolidated VIE assets | Total Involvement with SPE asset | Debt Investments | Equity Investments | Funding Commitments | Maximum exposure to loss | |
Carver Statutory Trust I | $ | — |
| $ | — |
| $ | 13,400 |
| $ | 13,400 |
| $ | 13,000 |
| $ | 400 |
| $ | — |
| $ | — |
| $ | 13,400 |
|
CDE 16, CDE 17 | 900 |
| 20,500 |
| 15,564 |
| 15,564 |
| — |
| 2 |
| — |
| 7,995 |
| 7,997 |
|
CDE 18 | 600 |
| 13,254 |
| — |
| — |
| — |
| — |
| — |
| 5,169 |
| 5,169 |
|
CDE 19 | 500 |
| 10,746 |
| 11,033 |
| 11,033 |
| — |
| 1 |
| — |
| 4,191 |
| 4,192 |
|
CDE 20 | 625 |
| 12,500 |
| 11,951 |
| 11,951 |
| — |
| 1 |
| — |
| 4,875 |
| 4,876 |
|
CDE 21 | 625 |
| 12,500 |
| 12,003 |
| 12,003 |
| — |
| 1 |
| — |
| 4,875 |
| 4,876 |
|
Total | $ | 3,250 |
| $ | 69,500 |
| $ | 63,951 |
| $ | 63,951 |
| $ | 13,000 |
| $ | 405 |
| $ | — |
| $ | 27,105 |
| $ | 40,510 |
|
Regulatory Capital Position
The Bank must satisfy minimum capital standards established by the OCC. For a description of the OCC capital regulation, see “Item 1-Regulation and Supervision-Federal Banking Regulation-Capital Requirements.” Regardless of Basel III's minimum requirements, Carver, as a result of the Formal Agreement, was issued an Individual Minimum Capital Ratio letter by the OCC, which requires the Bank to maintain minimum regulatory capital levels of 9% for its Tier 1 leverage ratio and 12% for its total risk-based capital ratio.
At March 31, 2018, the Bank had a common equity Tier 1 ratio, Tier 1 leverage ratio, Tier 1 risk-based capital ratio, and total risk-based capital ratio of 15.20%, 10.16%, 15.20% and 16.40%, respectively. For additional information regarding Carver Federal's Regulatory Capital and Ratios, refer to Note 11 of Notes to Consolidated Financial Statements, “Stockholders' Equity.”
Impact of Inflation and Changing Prices
The financial statements and accompanying notes appearing elsewhere herein have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of Carver Federal's operations. Unlike most industrial companies, nearly all the assets and liabilities of the Bank are monetary in nature. As a result, interest rates have a greater impact on Carver Federal's performance than do the effects of the general level of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
| |
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
See discussion of Market Risk-Interest Rate Sensitivity Analysis in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
| |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Carver Bancorp, Inc.
New York, New York
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial condition of Carver Bancorp, Inc. and Subsidiaries (collectively the “Company”) as of March 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the two years in the period ended March 31 2018, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and subsidiaries at March 31, 2018 and 2017, and the results of their operations and their cash flows for each of the two years in the period ended March 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the 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 PCAOB. 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, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
New York, New York
June 29, 2018
We have served as the Company's auditor since 2016.
|
| | | | | | | | |
CARVER BANCORP, INC. AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION |
| | | | |
$ in thousands except per share data | | March 31, 2018 | | March 31, 2017 |
ASSETS | | | | |
Cash and cash equivalents: | | | | |
Cash and due from banks | | $ | 134,299 |
| | $ | 58,428 |
|
Money market investments | | 259 |
| | 258 |
|
Total cash and cash equivalents | | 134,558 |
| | 58,686 |
|
Restricted cash | | — |
| | 283 |
|
Investment securities: | | | | |
Available-for-sale, at fair value | | 60,709 |
| | 59,011 |
|
Held-to-maturity, at amortized cost (fair value of $11,909 and $13,497 at March 31, 2018 and March 31, 2017, respectively) | | 12,075 |
| | 13,435 |
|
Total investment securities | | 72,784 |
| | 72,446 |
|
| |
| |
|
Loans held-for-sale (HFS) | | — |
| | 944 |
|
| |
| | |
Loans receivable: | |
| | |
Real estate mortgage loans | | 370,261 |
| | 471,444 |
|
Commercial business loans | | 102,203 |
| | 65,114 |
|
Consumer loans | | 5,289 |
| | 8,994 |
|
Loans, gross | | 477,753 |
| | 545,552 |
|
Allowance for loan losses | | (5,126 | ) | | (5,060 | ) |
Total loans receivable, net | | 472,627 |
| | 540,492 |
|
Premises and equipment, net | | 2,970 |
| | 5,427 |
|
Federal Home Loan Bank of New York (“FHLB-NY”) stock, at cost | | 1,768 |
| | 2,171 |
|
Accrued interest receivable | | 2,023 |
| | 1,583 |
|
Other assets | | 7,180 |
| | 5,829 |
|
Total assets | | $ | 693,910 |
| | $ | 687,861 |
|
| |
| | |
LIABILITIES AND EQUITY | | | | |
LIABILITIES | | | | |
Deposits: | | | | |
Non-interest bearing checking | | $ | 62,905 |
| | $ | 61,576 |
|
Interest-bearing deposits | | | | |
Interest-bearing checking | | 23,570 |
| | 37,180 |
|
Savings | | 102,550 |
| | 100,913 |
|
Money market | | 101,990 |
| | 140,807 |
|
Certificates of deposit | | 293,513 |
| | 236,342 |
|
Escrow | | 2,355 |
| | 2,358 |
|
Total interest-bearing deposits | | 523,978 |
| | 517,600 |
|
Total deposits | | 586,883 |
| | 579,176 |
|
Advances from the FHLB-NY and other borrowed money | | 38,403 |
| | 49,403 |
|
Other liabilities | | 16,653 |
| | 11,884 |
|
Total liabilities | | $ | 641,939 |
| | $ | 640,463 |
|
EQUITY | | | | |
Preferred stock (par value $0.01 per share: 45,118 Series D shares, with a liquidation preference of $1,000 per share, issued and outstanding) | | 45,118 |
| | 45,118 |
|
Common stock (par value $0.01 per share: 10,000,000 shares authorized; 3,698,031 issued; 3,697,914 shares outstanding) | | 61 |
| | 61 |
|
Additional paid-in capital | | 55,479 |
| | 55,474 |
|
Accumulated deficit | | (45,544 | ) | | (50,898 | ) |
Treasury stock, at cost (1,944 shares) | | (417 | ) | | (417 | ) |
Accumulated other comprehensive loss | | (2,726 | ) | | (1,940 | ) |
Total equity | | 51,971 |
| | 47,398 |
|
Total liabilities and equity | | $ | 693,910 |
| | $ | 687,861 |
|
See accompanying notes to consolidated financial statements
|
| | | | | | | |
CARVER BANCORP, INC. AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF OPERATIONS |
| | | |
| Years Ended March 31, |
$ in thousands except per share data | 2018 | | 2017 |
Interest income: | | | |
Loans | $ | 21,917 |
| | $ | 24,257 |
|
Mortgage-backed securities | 970 |
| | 806 |
|
Investment securities | 680 |
| | 764 |
|
Money market investments | 792 |
| | 299 |
|
Total interest income | 24,359 |
| | 26,126 |
|
| | | |
Interest expense: | | | |
Deposits | 4,106 |
| | 3,661 |
|
Advances and other borrowed money | 1,174 |
| | 1,257 |
|
Total interest expense | 5,280 |
| | 4,918 |
|
Net interest income | 19,079 |
| | 21,208 |
|
Provision for loan losses | 135 |
| | 29 |
|
Net interest income after provision for loan losses | 18,944 |
| | 21,179 |
|
| | | |
Non-interest income: | | | |
Depository fees and charges | 3,372 |
| | 3,346 |
|
Loan fees and service charges | 554 |
| | 407 |
|
Gain on sale of securities, net | — |
| | 58 |
|
Gain on sale of loans, net | — |
| | 4 |
|
Gain on sale of real estate owned, net of market value adjustment | 237 |
| | — |
|
Gain on sale of building | 9,615 |
| | 69 |
|
Lower of cost or market adjustment on loans held-for-sale | — |
| | (47 | ) |
Other | 581 |
| | 781 |
|
Total non-interest income | 14,359 |
| | 4,618 |
|
| | | |
Non-interest expense: | | | |
Employee compensation and benefits | 12,615 |
| | 12,462 |
|
Net occupancy expense | 3,543 |
| | 3,290 |
|
Equipment, net | 862 |
| | 798 |
|
Data processing | 1,669 |
| | 1,516 |
|
Consulting fees | 801 |
| | 817 |
|
Federal deposit insurance premiums | 832 |
| | 663 |
|
Other | 7,660 |
| | 8,985 |
|
Total non-interest expense | 27,982 |
| | 28,531 |
|
| | | |
Income (loss) before income tax (benefit) expense | 5,321 |
| | (2,734 | ) |
Income tax (benefit) expense | (33 | ) | | 119 |
|
Net income (loss) | $ | 5,354 |
|
| $ | (2,853 | ) |
| | | |
Earnings (loss) per common share: | | | |
Basic | $ | 0.58 |
| | $ | (0.77 | ) |
Diluted | $ | 0.58 |
| | $ | (0.77 | ) |
See accompanying notes to consolidated financial statements
|
| | | | | | | |
CARVER BANCORP, INC. AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
| | | |
| Years Ended March 31, |
$ in thousands | 2018 | | 2017 |
Net income (loss) | $ | 5,354 |
| | $ | (2,853 | ) |
Other comprehensive loss, net of tax: | | | |
Change in unrealized loss of securities available-for-sale, net of income tax expense of $0 | (786 | ) | | (1,575 | ) |
Less: Reclassification adjustment for sales of available-for-sale securities, net of income tax expense of $0 | — |
| | 58 |
|
Total other comprehensive loss, net of tax | (786 | ) | | (1,633 | ) |
Total comprehensive income (loss), net of tax | $ | 4,568 |
| | $ | (4,486 | ) |
See accompanying notes to consolidated financial statements
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
CARVER BANCORP, INC. AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
| | | | | | | | | | | | | |
$ in thousands | Preferred Stock | | Common Stock | | Additional Paid-In Capital | | Accumulated Deficit | | Treasury Stock | | Accumulated Other Comprehensive Loss | | Total Equity |
Balance—March 31, 2016 | 45,118 |
| | 61 |
| | 55,470 |
| | (48,045 | ) | | (417 | ) | | (307 | ) | | 51,880 |
|
Net loss | — |
| | — |
| | — |
| | (2,853 | ) | | — |
| | — |
| | (2,853 | ) |
Other comprehensive loss, net of tax | — |
| | — |
| | — |
| | — |
| | — |
| | (1,633 | ) | | (1,633 | ) |
Stock based compensation expense | — |
| | — |
| | 4 |
| | — |
| | — |
| | — |
| | 4 |
|
Balance—March 31, 2017 | 45,118 |
| | 61 |
| | 55,474 |
| | (50,898 | ) | | (417 | ) | | (1,940 | ) | | 47,398 |
|
Net income | — |
| | — |
| | — |
| | 5,354 |
| | — |
| | — |
| | 5,354 |
|
Other comprehensive loss, net of tax | — |
| | — |
| | — |
| | — |
| | — |
| | (786 | ) | | (786 | ) |
Stock based compensation expense | — |
| | — |
| | 5 |
| | — |
| | — |
| | — |
| | 5 |
|
Balance—March 31, 2018 | $ | 45,118 |
| | $ | 61 |
| | $ | 55,479 |
| | $ | (45,544 | ) | | $ | (417 | ) | | $ | (2,726 | ) | | $ | 51,971 |
|
See accompanying notes to consolidated financial statements
|
| | | | | | | |
CARVER BANCORP, INC. AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| | | |
| Years Ended March 31, |
$ in thousands | 2018 | | 2017 |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net income (loss) | $ | 5,354 |
| | $ | (2,853 | ) |
| | | |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
Provision for loan losses | 135 |
| | 29 |
|
Stock based compensation expense | 5 |
| | 4 |
|
Depreciation and amortization expense | 897 |
| | 867 |
|
(Gain) loss on sale of real estate owned, net of market value adjustment | (237 | ) | | 134 |
|
Gain on sale of securities, net | — |
| | (58 | ) |
Gain on sale of loans, net | — |
| | (4 | ) |
Gain on sale of building | (9,615 | ) | | (69 | ) |
Market adjustment on held-for-sale loans | — |
| | 47 |
|
Amortization and accretion of loan premiums and discounts and deferred charges | 616 |
| | 57 |
|
Amortization and accretion of premiums and discounts - securities | 343 |
| | 342 |
|
(Increase) decrease in accrued interest receivable | (440 | ) | | 837 |
|
(Increase) decrease in other assets | (1,173 | ) | | 1,641 |
|
Decrease in other liabilities | (870 | ) | | (147 | ) |
Net cash (used in) provided by operating activities | (4,985 | ) | | 827 |
|
CASH FLOWS FROM INVESTING ACTIVITIES | | | |
Purchases of investments: Available-for-sale | (7,790 | ) | | (30,761 | ) |
Proceeds from sales of investments: Available-for-sale | — |
| | 7,259 |
|
Proceeds from principal payments, maturities and calls of investments: Available-for-sale | 5,049 |
| | 18,676 |
|
Proceeds from principal payments, maturities and calls of investments: Held-to-maturity | 1,304 |
| | 1,801 |
|
Repayments and maturities, net of originations of loans held-for-investment | 65,062 |
| | 54,235 |
|
Loans purchased from third parties | — |
| | (22,588 | ) |
Proceeds from sale of loans held-for-sale | — |
| | 4,798 |
|
Proceeds on sale of loans | 2,436 |
| | 7,255 |
|
Decrease (increase) in restricted cash | 283 |
| | (58 | ) |
Redemption of FHLB-NY stock | 403 |
| | 712 |
|
Purchase of premises and equipment | (1,602 | ) | | (262 | ) |
Net proceeds from sale of building | 18,133 |
| | — |
|
Proceeds from sale of real estate owned | 871 |
| | 169 |
|
Net cash provided by investing activities | 84,149 |
| | 41,236 |
|
CASH FLOWS FROM FINANCING ACTIVITIES | | | |
Net increase (decrease) in deposits | 7,708 |
| | (27,565 | ) |
Net decrease in short-term FHLB-NY advances and other short-term borrowings | (11,000 | ) | | (19,000 | ) |
Net cash used in by financing activities | (3,292 | ) | | (46,565 | ) |
Net increase (decrease) in cash and cash equivalents | 75,872 |
| | (4,502 | ) |
Cash and cash equivalents at beginning of period | 58,686 |
| | 63,188 |
|
Cash and cash equivalents at end of period | $ | 134,558 |
| | $ | 58,686 |
|
| | | |
Supplemental cash flow information: | | | |
Noncash financing and investing activities | | | |
Transfer of loans held-for-sale to loans held-for-investment | $ | 944 |
| | $ | — |
|
Transfer of loans held-for-investment to loans held-for-sale | — |
| | 3,563 |
|
Deferred gain on sale-leaseback of building | 5,417 |
| | — |
|
Transfer to real estate owned from loans held-for-investment and loans held-for-sale | 790 |
| | 463 |
|
| | | |
Cash paid for: | | | |
Interest | $ | 4,584 |
| | $ | 6,860 |
|
Income taxes | 225 |
| | 134 |
|
See accompanying notes to consolidated financial statements
CARVER BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nature of operations
Carver Bancorp, Inc. (on a stand-alone basis, the “Company” or “Registrant”), was incorporated in May 1996 and its principal wholly-owned subsidiaries are Carver Federal Savings Bank (the “Bank” or “Carver Federal”) and Alhambra Holding Corp., an inactive Delaware corporation. Carver Federal's wholly-owned subsidiaries are CFSB Realty Corp., Carver Community Development Corporation (“CCDC”) and CFSB Credit Corp., which is currently inactive. The Bank has a real estate investment trust, Carver Asset Corporation ("CAC"), that was formed in February 2004.
“Carver,” the “Company,” “we,” “us” or “our” refers to the Company along with its consolidated subsidiaries. The Bank was chartered in 1948 and began operations in 1949 as Carver Federal Savings and Loan Association, a federally-chartered mutual savings and loan association. The Bank converted to a federal savings bank in 1986. On October 24, 1994, the Bank converted from a mutual holding company structure to stock form and issued 2,314,375 shares of its common stock, par value $0.01 per share. On October 17, 1996, the Bank completed its reorganization into a holding company structure (the “Reorganization”) and became a wholly-owned subsidiary of the Company.
Carver Federal’s principal business consists of attracting deposit accounts through its branches and investing those funds in mortgage loans and other investments permitted by federal savings banks. The Bank has nine branches located throughout the City of New York that primarily serve the communities in which they operate.
In September 2003, the Company formed Carver Statutory Trust I (the “Trust”) for the sole purpose of issuing trust preferred securities and investing the proceeds in an equivalent amount of floating rate junior subordinated debentures of the Company. In accordance with Accounting Standards Codification (“ASC”) 810, “Consolidation,” Carver Statutory Trust I is unconsolidated for financial reporting purposes. On September 17, 2003, Carver Statutory Trust I issued 13,000 shares, liquidation amount $1,000 per share, of floating rate capital securities. Gross proceeds from the sale of these trust preferred debt securities of $13 million, and proceeds from the sale of the trust's common securities of $0.4 million, were used to purchase approximately $13.4 million aggregate principal amount of the Company's floating rate junior subordinated debt securities due 2033. The trust preferred debt securities are redeemable at par quarterly at the option of the Company beginning on or after September 17, 2008, and have a mandatory redemption date of September 17, 2033. Cash distributions on the trust preferred debt securities are cumulative and payable at a floating rate per annum resetting quarterly with a margin of 3.05% over the three-month LIBOR. During the second quarter of fiscal year 2017, the Company applied for and was granted regulatory approval to settle all outstanding debenture interest payments through September 2016. Such payments were made in September 2016. Interest on the debentures has been deferred beginning with the December 2016 payment, per the terms of the agreement, which permit such deferral for up to twenty consecutive quarters, as the Company is prohibited from making payments without prior regulatory approval.
Carver relies primarily on dividends from Carver Federal to pay cash dividends to its stockholders, to engage in share repurchase programs and to pay principal and interest on its trust preferred debt obligation. The OCC regulates all capital distributions, including dividend payments, by Carver Federal to Carver, and the FRB regulates dividends paid by Carver. As the subsidiary of a savings and loan association holding company, Carver Federal must file a notice or an application (depending on the proposed dividend amount) with the OCC (and a notice with the FRB) prior to the declaration of each capital distribution. The OCC will disallow any proposed dividend, for among other reasons, that would result in Carver Federal’s failure to meet the OCC minimum capital requirements. In accordance with the Agreement, Carver Federal is currently prohibited from paying any dividends without prior OCC approval, and, as such, has suspended Carver’s regular quarterly cash dividend on its common stock. There are no assurances that dividend payments to Carver will resume.
Regulation
On October 23, 2015, the Board of Directors of the Company adopted resolutions requiring, among other things, written approval from the Federal Reserve Bank of Philadelphia prior to the declaration or payment of dividends, any increase in debt by the Company, or the redemption of Company common stock.
On May 24, 2016, the Bank entered into a Formal Agreement with the OCC to undertake certain compliance-related and other actions as further described in the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission (“SEC”) on May 27, 2016. As a result of the Formal Agreement, the Bank must obtain the approval of the OCC
prior to effecting any change in its directors or senior executive officers. The Bank may not declare or pay dividends or make any other capital distributions, including to the Company, without first filing an application with the OCC and receiving the prior approval of the OCC. Furthermore, the Bank must seek the OCC's written approval and the FDIC's written concurrence before entering into any "golden parachute payments" as that term is defined under 12 U.S.C. § 1828(k) and 12 C.F.R. Part 359.
| |
NOTE 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of consolidated financial statement presentation
The consolidated financial statements include the accounts of the Company, the Bank and the Bank's wholly-owned or majority-owned subsidiaries, Carver Asset Corporation, CFSB Realty Corp., CCDC, and CFSB Credit Corp. All significant intercompany accounts and transactions have been eliminated in consolidation.
The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP). In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statement of financial condition and revenues and expenses for the period then ended. Amounts subject to significant estimates and assumptions are items such as the allowance for loan losses, realization of deferred tax assets, assessment of other-than-temporary impairment of securities, and the fair value of financial instruments. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses or future writedowns of real estate owned may be necessary based on changes in economic conditions in the areas where Carver Federal has extended mortgages and other credit instruments. Actual results could differ significantly from those assumptions. Current market conditions increase the risk and complexity of the judgments in these estimates.
In addition, the OCC, Carver Federal's regulator, as an integral part of its examination process, periodically reviews Carver Federal's allowance for loan losses and, if applicable, real estate owned valuations. The OCC may require Carver Federal to recognize additions to the allowance for loan losses or additional writedowns of real estate owned based on their judgments about information available to them at the time of their examination.
Cash and cash equivalents
For the purpose of reporting cash flows, cash and cash equivalents include cash, amounts due from depository institutions and other short-term instruments with an original maturity of three months or less. The amounts due from depository institutions include a non-interest bearing account held at the Federal Reserve Bank where any additional cash reserve required on demand deposits would be maintained. Currently, this reserve requirement is zero since the Bank's vault cash satisfies cash reserve requirements for deposits.
Investment Securities
When purchased, investment securities are designated as either investment securities held-to-maturity, available-for-sale or trading.
Securities are classified as held-to-maturity and carried at amortized cost only if the Bank has a positive intent and ability to hold such securities to maturity. Securities held-to-maturity are carried at cost, adjusted for the amortization of premiums and the accretion of discounts using the level-yield method over the remaining period until maturity.
If not classified as held-to-maturity or trading, securities are classified as available-for-sale based upon management's ability to sell in response to actual or anticipated changes in interest rates, resulting prepayment risk or any other factors. Available-for-sale securities are reported at fair value. Estimated fair values of securities are based on either published or security dealers' market value if available. If quoted or dealer prices are not available, fair value is estimated using quoted or dealer prices for similar securities.
Securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value with unrealized gains and losses included in earnings.
The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized holding loss. Unrealized holding gains or losses for securities available-for-sale are excluded from earnings and reported net of deferred income taxes in accumulated other comprehensive loss, a component of Stockholders' Equity. Following Financial Accounting Standards Board ("FASB") guidance, the amount of an other-than-temporary impairment when there are credit and non-credit losses on a
debt security which management does not intend to sell, and for which it is more favorablelikely than not that the Bank will not be required to sell the security prior to the recovery of the non-credit impairment, the portion of the total impairment that is attributable to the credit loss would be recognized in earnings. The remaining difference between the debt security's amortized cost basis and its fair value would be included in other comprehensive income (loss). During the fiscal year ended March 31, 2018, the Bank recognized an impairment of less than $500 on a mortgage-backed security. There were no other-than-temporary impairment charges recorded during the fiscal year ended March 31, 2017. Gains or losses on sales of securities of all classifications are recognized based on the specific identification method.
Loans Held-for-Sale
Loans are only moved to held-for-sale classification upon the determination by Carver to sell a loan. Held-for-sale loans are carried at the lower of cost or market value. The initial charge-off, if any is required, will be taken upon the move to held-for-sale and absorbed through Carver's loan loss reserve. The need for further charge-offs is periodically evaluated if the loan remains classified as held-for-sale for an extended period of time using the valuation methodologies identified below. Any subsequently required charge-off is processed as a mark-to-market adjustment. The valuation methodology for loans held-for-sale varies based upon the circumstances. Held-for-sale values may be based upon accepted offer amounts, appraised value of underlying mortgaged premises, prior loan loss experience of Carver in connection with recent loan sales for the loan type in question, and/or other acceptable valuation methods.
Loans Receivable
Loans receivable are carried at unpaid principal balances plus unamortized premiums, certain deferred direct loan origination costs and deferred loan origination fees and discounts, less the allowance for loan losses and charge-offs.
The Bank defers loan origination fees and certain direct loan origination costs and amortizes or accretes such amounts as an adjustment of yield over the contractual lives of the related loans using methodologies which approximate the interest method. Premiums and discounts on loans purchased are amortized or accreted as an adjustment of yield over the contractual lives of the related loans, adjusted for prepayments when applicable, using methodologies which approximate the interest method.
Loans are placed on nonaccrual status when they are past due 90 days or more as to contractual obligations or when other circumstances indicate that collection is not probable. When a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income. Payments received on a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending on an assessment of the ability to collect the loan. A nonaccrual loan may be restored to accrual status when principal and interest payments have been brought current and the loan has performed in accordance with its contractual terms norfor a reasonable period (generally six months).
If the Bank determines that a loan is impaired, the Bank next determines whether the amount of impairment is permanent. The amount of impairment determined to be permanent is charged off within the given fiscal quarter. All other amounts are recorded as a specific valuation allowance (“SVA”) reserve. Generally the amount of the loan and negative escrow in excess of the appraised value, for the fair value of collateral valuation method, is determined to be permanent and charged off. The amount attributable to the expected cost to sell, is recorded as a specific valuation allowance. In the event the Bank is using the collateral dependent determination for the dollar amount of reserve and the Bank does not have an accepted appraisal (for example, the Bank may utilize a broker’s price opinion), the Bank generally will treat all dollar amounts identified as impaired to be other than a permanent impairment and the full impaired amount will be recorded as a specific valuation allowance. For impairment amounts calculated utilizing the present value of expected future cash flows, the dollar amount of impairment is recorded as a specific valuation allowance.
Allowance for Loan and Lease Losses ("ALLL")
The adequacy of the Bank's ALLL is determined, in accordance with the Interagency Policy Statement on the Allowance for Loan and Lease Losses (the “Interagency Policy Statement”) released by the OCC on December 13, 2006 and in accordance with ASC Subtopics 450-20 "Loss Contingencies" and 310-10 "Accounting by Creditors for Impairment of a Loan." Compliance with the Interagency Policy Statement includes management's review of the Bank's loan portfolio, including the identification and review of individual problem situations that may affect a borrower's ability to repay. In addition, management reviews the overall portfolio quality through an analysis of delinquency and non-performing loan data, estimates of the value of underlying collateral, current charge-offs and other factors that may affect the portfolio, including a review of regulatory examinations, an assessment of current and expected economic conditions and changes in the size and composition of the loan portfolio.
The ALLL reflects management's evaluation of the loans presenting identified loss potential, as well as the risk inherent in various components of the portfolio. There is significant judgment applied in estimating the ALLL. These assumptions and estimates are susceptible to significant changes based on the current environment. Further, any change in the size of the loan portfolio or any of its components could necessitate an increase in the ALLL even though there may not be a decline in credit quality or an increase in potential problem loans. As such, there can never be assurance that the ALLL accurately reflects the actual loss potential inherent in a loan portfolio.
General Reserve Allowance
Carver's maintenance of a general reserve allowance in accordance with ASC Subtopic 450-20 includes the Bank's evaluating the risk to loss potential of homogeneous pools of loans based upon historical loss factors and a review of nine different environmental factors that are then applied to each pool. The pools of loans (“Loan Type”) are:
1-4 Family
Multifamily
Commercial Real Estate
Construction
Business Loans
Consumer (including Overdraft Accounts)
The pools are further segregated into the following risk rating classes:
Pass
Special Mention
Substandard
Doubtful
Loss
The Bank next applies to each pool a risk factor that determines the level of general reserves for that specific pool. The Bank estimates its historical charge-offs via a lookback analysis. The actual historical loss experience by major loan category is expressed as a percentage of the outstanding balance of all loans within the category. As the loss experience for a particular loan category increases or decreases, the level of reserves required for that particular loan category also increases or decreases. The Bank’s historical charge-off rate reflects the period over which the charge-offs were confirmed and recognized, not the period over which the earlier losses occurred. That is, the charge-off rate measures the confirmation of losses over a period that occurs after the earlier actual losses. During the period between the loss-causing events and the eventual confirmations of losses, conditions may have changed. There is always a time lag between the period over which average charge-off rates are calculated and the date of the financial statements. During that period, conditions may have changed. Another factor influencing the General Reserve is the Bank’s Loss Emergence Period ("LEP") assumptions which represent the Bank’s estimate of the average amount of time from the point at which a loss is incurred to the point at which the loss is confirmed, either through the identification of the loss or a charge-off. Based upon adequate management information systems and effective methodologies for estimating losses, management has established a LEP floor of one year on all pools. In some pools, such as Commercial Real Estate, Multifamily and Business, the Bank demonstrates a LEP in excess of 12 months. The Bank also recognizes losses in accordance with regulatory charge-off criteria.
Because actual loss experience may not adequately predict the level of losses inherent in a portfolio, the Bank reviews nine qualitative factors to determine if reserves should be adjusted based upon any of those factors. As the risk ratings worsen, some of the qualitative factors tend to increase. The nine qualitative factors the Bank considers and may utilize are:
| |
1. | Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses (Policy & Procedures). |
| |
2. | Changes in relevant economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments (Economy). |
| |
3. | Changes in the nature or volume of the loan portfolio and in the terms of loans (Nature & Volume). |
| |
4. | Changes in the experience, ability, and depth of lending management and other relevant staff (Management). |
| |
5. | Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified loans (Problem Assets). |
| |
6. | Changes in the quality of the loan review system (Loan Review). |
| |
7. | Changes in the value of underlying collateral for collateral dependent loans (Collateral Values). |
| |
8. | The existence and effect of any concentrations of credit and changes in the level of such concentrations (Concentrations). |
| |
9. | The effect of other external forces such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio (External Forces). |
The following discussion describes the general risks associated with the Bank’s lending activities:
1-4 Family - Carver Federal purchases first mortgage loans secured by one-to-four family properties that serve as the primary residence of the owner. The loans are underwritten in accordance with applicable secondary market underwriting guidelines and requirements for sale. These loans present a moderate level of risk due primarily to general economic conditions.
Multifamily - Carver Federal originates and purchases multifamily loans. These loans can be affected by economic conditions and the value of the underlying properties. The Bank primarily considers the property's ability to generate net operating income sufficient to support the debt service, the financial resources, income level and managerial expertise of the borrower, the marketability of the property and the Bank's lending experience with the borrower.
Commercial - Commercial real estate ("CRE") lending consists predominantly of originating loans for the purpose of purchasing or refinancing office, mixed-use (properties used for both commercial and residential purposes but predominantly commercial), retail and church buildings in the Bank's market area. Mixed-use loans are secured by properties that are intended for both residential and business use and are classified as CRE. In originating CRE loans, the Bank primarily considers the ability of the net operating income generated by the real estate to support the debt service, the financial resources, income level and managerial expertise of the borrower, the marketability of the property and the Bank's lending experience with the borrower. The Bank also requires the assignment of rents of all tenants' leases in the mortgaged property and personal guarantees may be obtained for additional security from these borrowers. CRE loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions and the complexities involved in valuing the underlying collateral.
Construction - The Bank has historically originated or participated in construction loans for new construction and renovation of multifamily buildings, residential developments, community service facilities, churches, and affordable housing programs. The loans provide for disbursement in stages as construction is completed. Borrowers must satisfy all credit requirements that apply to the Bank's permanent mortgage loan financing for the mortgaged property. Carver Federal has additional criteria for construction loans, including an engineer's plan and periodic cost reviews on all construction budgets for loans. Construction loans present an increased level of risk from the effect of general economic conditions and uncertainties surrounding total construction costs. The Bank is not actively engaged in the origination of construction loans and does not pursue the purchase of them.
Business - The Bank originates and purchases business and SBA loans primarily to businesses located in its primary market area and surrounding areas. Business loans are typically personally guaranteed by the owners and may also be secured by additional collateral, including real estate, equipment and inventory. Business loans are also subject to increased risk from the effect of general economic conditions.
Consumer - The majority of the Consumer portfolio are student loans which are indemnified by a bond surety company which is contractually obligated to ensure all past due principal and interest payments on all loans from six months from the date of which the claim is received.
Specific Reserve Allowance
Carver also maintains a specific reserve allowance for criticized and classified loans individually reviewed for impairment in accordance with ASC Subtopic 310-10 guidelines. The amount assigned to the specific reserve allowance is individually determined based upon the loan. The ASC Subtopic 310-10 guidelines require the use of one of three approved methods to estimate the amount to be reserved and/or charged off for such credits. The three methods are as follows:
1.The present value of expected future cash flows discounted at the loan's effective interest rate,
2.The loan's observable market price; or
3.The fair value of the collateral if the loan is collateral dependent.
The Bank may choose the appropriate ASC Subtopic 310-10 measurement on a loan-by-loan basis for an individually impaired loan, except for an impaired collateral dependent loan. Guidance requires impairment of a collateral dependent loan to be measured using the fair value of collateral method. A loan is considered "collateral dependent" when the repayment of the debt will be provided solely by the underlying collateral, and there are no other available and reliable sources of repayment.
Criticized and classified loans with at risk balances of $500,000 or more and loans below $500,000 that the Chief Credit Officer deems appropriate for review, are identified and reviewed for individual evaluation for impairment in accordance with ASC Subtopic 310-10. Carver also performs impairment analysis for all troubled debt restructurings (“TDRs”). All TDRs are classified as impaired. For non-TDRs, if it is determined that it is probable the Bank will be unable to collect all amounts due according with the contractual terms of the loan agreement, the loan is categorized as impaired.
If the loan is determined to not be impaired, it is then placed in the appropriate pool of criticized and classified loans to be evaluated collectively for impairment. Loans determined to be impaired are evaluated to determine the amount of impairment based on one of the three measurement methods noted above. The Bank then determines whether the impairment amount is permanent, in which case the loan is written down by the amount of the impairment, or if it is other than permanent, in which case the Bank establishes a specific valuation reserve that is included in the total ALLL. In accordance with guidance, if there is no impairment amount, no reserve is established for the loan.
Troubled Debt Restructured Loans
TDRs are those loans whose terms have been modified because of deterioration in the financial condition of the borrower and a concession is made. Modifications could include extension of the terms of the loan, reduced interest rates, capitalization of interest and forgiveness of accrued interest and/or principal. Once an obligation has been restructured because of such credit problems, it continues to be considered a TDR until paid in full. For cash flow dependent loans, the Bank records a specific valuation allowance reserve equal to the difference between the present value of estimated future cash flows under the restructured terms discounted at the loan's original effective interest rate, and the loan's original carrying value. For a collateral dependent loan, the Bank records an impairment charge when the current estimated fair value (less estimated costs of disposal) of the property that collateralizes the impaired loan, if any, is less than the recorded investment in the loan. TDR loans remain on nonaccrual status until they have performed in accordance with the restructured terms for a period of at least six months.
Representation and Warranty Reserve
During the period 2004 through 2009, the Bank originated 1-4 family residential mortgage loans and sold the loans to the Federal National Mortgage Association (“FNMA”). The loans were sold to FNMA with the standard representations and warranties for loans sold to the Government Sponsored Entities (GSEs). The Bank may be required to repurchase these loans in the event of breaches of these representations and warranties. In the event of a repurchase, the Bank is typically required to pay the unpaid principal balance as well as outstanding interest and fees. The Bank then recovers the loan or, if the loan has been foreclosed, the underlying collateral. The Bank is exposed to any losses on repurchased loans after giving effect to any recoveries on the collateral.
Management has established a representation and warranty reserve for losses associated with the repurchase of mortgage loans sold by the Bank to FNMA that we consider to be both probable and reasonably estimable. These reserves are reported in the consolidated statement of financial condition as a component of other liabilities. The calculation of the reserve is based on estimates, which are uncertain, and require the application of judgment. In establishing the reserves, we consider a variety of factors, including those loans that are under review by FNMA that have not yet received a repurchase request. The Bank tracks the FNMA claims monthly and evaluates the reserve on a quarterly basis.
Segment Reporting
The Company has determined that all of its activities constitute one reportable operating segment.
Concentration of Risk
The Bank's principal lending activities are concentrated in loans secured by real estate, a substantial portion of which is located in New York City. Accordingly, the ultimate collectability of a substantial portion of the Company's loan portfolio is susceptible to changes in New York's real estate market conditions. Qualitative factors in the ALLL calculation considers the Bank's concentration risk.
Office Properties and Equipment
Office properties and equipment are comprised of land, at cost, and buildings, building improvements, furnishings and equipment and leasehold improvements, at cost less accumulated depreciation and amortization. Depreciation and amortization charges are computed using the straight-line method over the following estimated useful lives:
|
| |
Buildings and improvements | 10 to 25 years |
Furnishings and equipment | 3 to 5 years |
Leasehold improvements | Lesser of useful life or remaining term of lease |
Maintenance, repairs and minor improvements are charged to non-interest expense in the period incurred.
Federal Home Loan Bank Stock
The FHLB-NY has assigned to the Bank a mandated membership stock purchase, based on the Bank's asset size. In addition, for all borrowing activity, the Bank is required to purchase shares of FHLB-NY non-marketable capital stock at par. Such shares are redeemed by FHLB-NY at par with reductions in the Bank's borrowing levels. We do not consider these shares to be other-than-temporarily impaired at March 31, 2018. The Bank carries this investment at historical cost.
Mortgage Servicing Rights
All separately recognized servicing assets totaled $181 thousand and $192 thousand, respectively, at March 31, 2018 and 2017, and are included in Other Assets in the consolidated statements of financial condition and measured at fair value. Servicing fee income of $63 thousand and $61 thousand, respectively, was recognized during the years ended March 31, 2018 and 2017, and is included in Non-Interest Income in the consolidated statements of operations.
Other Real Estate Owned
Real estate acquired by foreclosure or deed-in-lieu of foreclosure is recorded at fair value at the date of acquisition less estimated selling costs. Any subsequent adjustments will be to the lower of cost or market. The fair value of such assets is determined based primarily upon independent appraisals and other relevant factors. The amounts ultimately recoverable from real estate owned could differ from the net carrying value of these properties because of economic conditions. Costs incurred to improve properties or prepare them for sale are capitalized. Revenues and expenses related to the holding and operating of properties are recognized in operations as earned or incurred. Gains or losses on sale of properties are recognized as incurred.
Income Taxes
The Company records income taxes in accordance with ASC 740 “Income Taxes,” as amended, using the asset and liability method. Income tax expense (benefit) consists of income taxes currently payable (receivable) and deferred income taxes. Temporary differences between the basis of assets and liabilities for financial reporting and tax purposes are measured as of the balance sheet date. Deferred tax liabilities or recognizable deferred tax assets are calculated on such differences, using current statutory rates, which result in future taxable or deductible amounts. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Where applicable, deferred tax assets are reduced by a valuation allowance for any portion determined not likely to be realized. This valuation allowance would subsequently be adjusted by a charge or credit to income tax expense as changes in facts and circumstances warrant. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Any interest expense or penalties would be recorded as interest expense.
Earnings (Loss) per Common Share
The Company has preferred stock series D shares which if exercised could convert to common stock and are therefore considered to be participating securities. Basic earnings (loss) per share (“EPS”) is computed using the two class method. This calculation divides net income (loss) available to common stockholders after the allocation of undistributed earnings to the participating securities by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. These potentially dilutive shares are then included in the weighted average number of shares outstanding for the period. Dilution calculations are not applicable to net loss periods.
Preferred and Common Dividends
The Company is prohibited from paying any dividends without prior regulatory approval pursuant to the terms of the Formal Agreement and Resolution to which it is subject, and is generally subject to regulations governing the payment of dividends. See Item 1 - Business - Regulation and Supervision - Enforcement Actions. There are no assurances that the payments of common stock dividends will resume.
Treasury Stock
Treasury stock is recorded at cost and is presented as a reduction of stockholders' equity.
Stock Compensation Plans
The Company currently has multiple stock plans in place for employees and directors of the Company. U.S. GAAP requires that the compensation cost related to share-based payment transactions be recognized in financial statements. The share-based compensation accounting guidance requires that compensation cost for all stock awards be calculated and recognized over a defined vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite vesting period for the entire award. A Black-Scholes model is used to estimate the fair value of stock options, while the market price of the Company's common stock at the date of grant is used for restricted stock awards.
Off-Balance Sheet Financial Instruments
In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the consolidated statements of condition when they involveare funded.
NMTC fee income
The fee income the Company receives related to the transfers of its New Market Tax Credits ("NMTC") varies with each transaction, but all are similar in nature. There are two basic types of fees associated with these transactions. The first is a “sub-allocation fee” that is paid to CCDC when the tax credits are allocated to a subsidiary entity at the time a qualified equity investment is made. This fee is recognized by the Company at the time of allocation. The second type of fee is paid to cover the administrative and servicing costs associated with CCDC's compliance with NMTC reporting requirements. This fee is recognized as the services are rendered.
Advertising Costs
The Company follows the policy of charging the costs of advertising to expense as incurred.
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.
Impact of Recent Accounting Standards Not Yet Adopted
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard, as modified and augmented by subsequently issued pronouncements (ASUs 2016-08, 2016-10, 2016-12, 2016-20, 2017-05, 2017-13 and 2017-14) is effective for annual periods beginning after December 15, 2017 ( April 1, 2018 for the Company), and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a modified retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently planning to use the modified retrospective approach with the cumulative effect adjustment approach
to uncompleted contracts at the date of adoption. Management continues to assess the impact that this guidance will have on its consolidated financial statements and related disclosures. The Company has concluded that (1) a substantial majority of the Company's revenue is comprised of interest income on financial assets, which is explicitly excluded from the scope of ASU 2014-09 and (2) based on our understanding of the standard and subsequent modification and the nature of our non-interest revenue, many elements of non-interest income will be unaffected. We have identified the non-interest income streams that are contractually based. A preliminary assessment indicates an immaterial impact and a final review will be concluded prior to the quarterly period ended June 30, 2018.
In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments will (1) require equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (3) eliminate the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (4) require public business entities to use an exit price notion when measuring the fair value of financial instruments for disclosure purposes, (5) require an entity to separately present in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (6) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements, and (7) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. ASU No. 2016-01 is effective for fiscal years beginning after December 15, 2017 (for the Company, the fiscal year ended March 31, 2019), including interim periods within those fiscal years. The adoption of this standard by public entities is permitted as of the beginning of the year of adoption for selected amendments, including the amendment related to unrealized gains and losses on equity securities, by a cumulative effect adjustment to the statement of financial condition. In February 2018, the FASB issued ASU No. 2018-03, "Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10) to clarify certain aspects of the guidance issued in ASU 2016-01. The amendments in this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years years beginning after June 15, 2018. At March 31, 2018, we had unrealized losses on equity securities of $649 thousand, or 1.2% of stockholders' equity.
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." From the lessee's perspective, the new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for a lessee. From the lessor's perspective, the new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor does not convey risks and rewards or control, an operating lease results. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018 (for the Company, the fiscal year ended March 31, 2020), including interim periods within those fiscal years. The Company currently expects that upon adoption of ASU 2016-02, ROU assets and lease liabilities will be recognized in the consolidated balance sheet in amounts that will be material.
In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Loss," which updates the guidance on recognition and measurement of credit losses for financial assets. The new requirements, known as the current expected credit loss model ("CECL") will require entities to adopt an impairment model based on expected losses rather than incurred losses. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019 (for the Company, the fiscal year ending March 31, 2021), including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of the new standard on its consolidated statements of financial condition and results of operations.
In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," a consensus of the FASB's Emerging Issues Task Force. The update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows, and provides guidance on how the following cash receipts and payments should be presented and classified in the statement of cash flows: debt prepayment or debt extinguishment costs, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, settlements of insurance claims, settlements of corporate-owned and bank-owned life insurance policies, distributions received from equity method investees, and beneficial interests in securitization transactions. The ASU also clarifies when an entity should separate cash receipts and payments and classify them into more than one class of cash flows. ASU No. 2016-15 is effective for
fiscal years beginning after December 15, 2017 (for the normalCompany, the fiscal year ending March 31, 2019), and interim periods within those fiscal years. The Company has evaluated the potential impact of the adoption of the new standard on its consolidated statement of cash flows and is generally unaffected by the update. The items defined in the ASU are not relevant to the Company's operations at this time.
In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," to require that a statement of cash flows explain the change during the period in restricted cash or restricted cash equivalents, in addition to changes in cash and cash equivalents. The update provides guidance that restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU No. 2016-18 is effective for fiscal years beginning after December 15, 2017 (for the Company, the fiscal year ending March 31, 2019), and interim periods within those fiscal years. The Company has completed its assessment of the impact of adopting of ASU 2016-18 and expects that as a result of adopting the ASU, the Company will reclassify beginning-of-period and end-of-period balances in the statement of cash flows to include restricted cash in addition to cash and cash equivalents at amounts that will not be material to the consolidated financial statements.
In March 2017, the FASB issued ASU No. 2017-08, "Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities," which shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The amendments are effective for fiscal years beginning after December 15, 2018 (for the Company, the fiscal year ending March 31, 2020), and interim periods within those fiscal years. Based on the management's review of the securities in the Company's portfolio at March 31, 2018, the adoption of the standard is not expected to have a material impact on the Company's consolidated statements of financial condition and results of operations.
In May 2017, the FASB issued ASU No. 2017-09, "Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting," which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 (for the Company, the fiscal year ending March 31, 2019). The adoption of the standard is not expected to have a material impact on the Company's consolidated statements of financial condition and results of operations.
In February 2018, the FASB issued ASU No. 2018-02 "Income Statement - Reporting Comprehensive Income (Topic 220)," which allows a reclassification for stranded tax effects from accumulated other comprehensive income to retained earnings, to eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments addressed concerns regarding the guidance that requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting periods that include the enactment date. The amendments of this update are effective for fiscal years beginning after December 15, 2018 (for the Company, the fiscal year ending March 31, 2020), and interim periods within those fiscal years. Early adoption is permitted in any interim period for reporting periods for which financial statements have not yet been issued.
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NOTE 3. | INVESTMENT SECURITIES |
The Bank utilizes mortgage-backed and other investment securities in its asset/liability management strategy. In making investment decisions, the Bank considers, among other things, its yield and interest rate objectives, its interest rate and credit risk position, and its liquidity and cash flow.
Generally, the investment policy of the Bank is to invest funds among categories of investments and maturities based upon the Bank’s asset/liability management policies, investment quality, loan and deposit volume and collateral requirements, liquidity needs and performance objectives. GAAP requires that securities be classified into three categories: trading, held-to-maturity, and available-for-sale. At March 31, 2018, securities with fair value of $60.7 million, or 83.4%, of the Bank’s total securities were classified as available-for-sale, and the remaining securities with amortized cost of $12.1 million, or 16.6%, were classified as held-to-maturity. The Bank had no securities classified as trading at March 31, 2018 and March 31, 2017.
The following tables set forth the amortized cost and fair value of securities available-for-sale and held-to-maturity at March 31, 2018 and March 31, 2017:
|
| | | | | | | | | | | | | | | |
| At March 31, 2018 |
| Amortized | | Gross Unrealized | | |
$ in thousands | Cost | | Gains | | Losses | | Fair Value |
Available-for-Sale: | | | | | | | |
Mortgage-backed securities: | | | | | | | |
Government National Mortgage Association | $ | 2,163 |
| | $ | — |
| | $ | 97 |
| | $ | 2,066 |
|
Federal Home Loan Mortgage Corporation | 6,633 |
| | — |
| | 283 |
| | 6,350 |
|
Federal National Mortgage Association | 24,638 |
| | — |
| | 1,227 |
| | 23,411 |
|
Total mortgage-backed securities | 33,434 |
| | — |
| | 1,607 |
| | 31,827 |
|
U.S. Government Agency Securities | 14,490 |
| | — |
| | 258 |
| | 14,232 |
|
Corporate Bonds | 5,078 |
| | — |
| | 212 |
| | 4,866 |
|
Other investments (1) | 10,433 |
| | — |
| | 649 |
| | 9,784 |
|
Total available-for-sale | $ | 63,435 |
| | $ | — |
| | $ | 2,726 |
| | $ | 60,709 |
|
Held-to-Maturity*: | | | | | | | |
Mortgage-backed securities: | | | | | | | |
Government National Mortgage Association | 1,434 |
| | 51 |
| | — |
| | 1,485 |
|
Federal National Mortgage Association | 9,641 |
| | — |
| | 247 |
| | 9,394 |
|
Total held-to-maturity mortgage-backed securities | 11,075 |
| | 51 |
| | 247 |
| | 10,879 |
|
Corporate Bonds | 1,000 |
| | 30 |
| | — |
| | 1,030 |
|
Total held-to-maturity | $ | 12,075 |
| | $ | 81 |
| | $ | 247 |
| | $ | 11,909 |
|
|
| | | | | | | | | | | | | | | |
| At March 31, 2017 |
| Amortized | | Gross Unrealized | | |
$ in thousands | Cost | | Gains | | Losses | | Fair Value |
Available-for-Sale: | | | | | | | |
Mortgage-backed securities: | | | | | | | |
Government National Mortgage Association | $ | 2,576 |
| | $ | — |
| | $ | 89 |
| | $ | 2,487 |
|
Federal Home Loan Mortgage Corporation | 8,053 |
| | — |
| | 195 |
| | 7,858 |
|
Federal National Mortgage Association | 27,241 |
| | — |
| | 928 |
| | 26,313 |
|
Total mortgage-backed securities | 37,870 |
| | — |
| | 1,212 |
| | 36,658 |
|
U.S. Government Agency Securities | 7,574 |
| | — |
| | 92 |
| | 7,482 |
|
Corporate Bonds | 5,104 |
| | — |
| | 140 |
| | 4,964 |
|
Other investments (1) | 10,403 |
| | — |
| | 496 |
| | 9,907 |
|
Total available-for-sale | $ | 60,951 |
| | $ | — |
| | $ | 1,940 |
| | $ | 59,011 |
|
| | | | | | | |
Held-to-Maturity*: | | | | | | | |
Mortgage-backed securities: | | | | | | | |
Government National Mortgage Association | $ | 1,797 |
| | $ | 86 |
| | $ | — |
| | $ | 1,883 |
|
Federal National Mortgage Association and Other | 10,638 |
| | 12 |
| | 60 |
| | 10,590 |
|
Total held-to-maturity mortgage-backed securities | 12,435 |
| | 98 |
| | 60 |
| | 12,473 |
|
Corporate Bonds | 1,000 |
| | 24 |
| | — |
| | 1,024 |
|
Total held-to-maturity | $ | 13,435 |
| | $ | 122 |
| | $ | 60 |
| | $ | 13,497 |
|
* The carrying amount and amortized cost are the same for all held-to-maturity securities, as no OTTI has been recorded.
(1) Primarily comprised of an investment in a CRA fund with 95% of its underlying investments consisting of government and agency backed securities.
There were no sales of available-for-sale securities for the year ended March 31, 2018. The following is a summary regarding proceeds, gross gains and gross losses realized from the sale of securities from the available-for-sale portfolio for the year ended March 31, 2017.
|
| | | |
$ in thousands | 2017 |
Proceeds | $ | 7,259 |
|
Gross gains | 58 |
|
Gross losses | — |
|
There were no sales of held-to-maturity securities in fiscal years 2018 or 2017.
The Bank's investment portfolio is comprised primarily of fixed-rate mortgage-backed securities guaranteed by a Government Sponsored Enterprise (“GSE”) as issuer and Agency securities. Carver maintains a portfolio of mortgage-backed securities in the form of Government National Mortgage Association (“GNMA”) pass-through certificates, Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) participation certificates. GNMA pass-through certificates are guaranteed as to the payment of principal and interest by the full faith and credit of the United States Government, while FNMA and FHLMC certificates are each guaranteed by their respective agencies as to principal and interest. Based on the high quality of the Bank's investment portfolio, current market conditions have not significantly impacted the pricing of the portfolio or the Bank's ability to obtain reliable prices. During fiscal year 2017, the Bank invested $5.1 million in corporate bonds of reputable financial institutions to diversify its available-for-sale portfolio.
At March 31, 2018, the Bank pledged securities of $27.7 million as collateral for advances from the FHLB-NY.
The following tables set forth the unrealized losses and fair value of securities in an unrealized loss position at March 31, 2018 and March 31, 2017 for less than 12 months and 12 months or longer:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| At March 31, 2018 |
| Less than 12 months | | 12 months or longer | | Total |
$ in thousands | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value |
Available-for-Sale: | | | | | | | | | | | |
Mortgage-backed securities | $ | 101 |
| | $ | 3,702 |
| | $ | 1,506 |
| | $ | 28,124 |
| | $ | 1,607 |
| | $ | 31,826 |
|
U.S. Government Agency Securities | 80 |
| | 7,666 |
| | 178 |
| | 6,566 |
| | 258 |
| | 14,232 |
|
Corporate bonds | — |
| | — |
| | 212 |
| | 4,866 |
| | 212 |
| | 4,866 |
|
Other investments (1) | — |
| | — |
| | 649 |
| | 9,351 |
| | 649 |
| | 9,351 |
|
Total available-for-sale securities | $ | 181 |
| | $ | 11,368 |
| | $ | 2,545 |
| | $ | 48,907 |
| | $ | 2,726 |
| | $ | 60,275 |
|
Held-to-Maturity: | | | | | | | | | | | |
Mortgage-backed securities | $ | 188 |
| | $ | 7,681 |
| | $ | 59 |
| | $ | 1,612 |
| | $ | 247 |
| | $ | 9,293 |
|
Total held-to-maturity securities | $ | 188 |
| | $ | 7,681 |
| | $ | 59 |
| | $ | 1,612 |
| | $ | 247 |
| | $ | 9,293 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| At March 31, 2017 |
| Less than 12 months | | 12 months or longer | | Total |
$ in thousands | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value |
Available-for-Sale: | | | | | | | | | | | |
Mortgage-backed securities | $ | 1,171 |
| | $ | 34,716 |
| | $ | 41 |
| | $ | 1,942 |
| | $ | 1,212 |
| | $ | 36,658 |
|
U.S. Government Agency Securities | 92 |
| | 7,482 |
| | — |
| | — |
| | 92 |
| | 7,482 |
|
Corporate bonds | 140 |
| | 4,964 |
| | — |
| | — |
| | 140 |
| | 4,964 |
|
Other investments (1) | — |
| | — |
| | 496 |
| | 9,504 |
| | 496 |
| | 9,504 |
|
Total available-for-sale securities | $ | 1,403 |
| | $ | 47,162 |
| | $ | 537 |
| | $ | 11,446 |
| | $ | 1,940 |
| | $ | 58,608 |
|
Held-to-Maturity: | | | | | | | | | | | |
Mortgage-backed securities | $ | 60 |
| | $ | 7,623 |
| | $ | — |
| | $ | — |
| | $ | 60 |
| | $ | 7,623 |
|
Total held-to-maturity securities | $ | 60 |
| | $ | 7,623 |
| | $ | — |
| | $ | — |
| | $ | 60 |
| | $ | 7,623 |
|
(1) Primarily comprised of an investment in a CRA fund with 95% of its underlying investments consisting of government and agency backed securities.
A total of 35 securities had an unrealized loss at March 31, 2018 compared to 33 at March 31, 2017. Mortgage-backed securities represented 52.8% of total available-for-sale securities in an unrealized loss position at March 31, 2018. There were 17 mortgage-backed securities, three U.S. government agency securities, five corporate bonds and one investment in a CRA fund that had an unrealized loss position for more than 12 months at March 31, 2018. The cause of the temporary impairment is directly
related to changes in interest rates. In general, as interest rates decline, the fair value of securities will rise, and conversely as interest rates rise, the fair value of securities will decline. Management considers fluctuations in fair value as a result of interest rate changes to be temporary, which is consistent with the Bank's experience. The impairments are deemed temporary based on the direct relationship of the change in fair value to movements in interest rates, the life of the investments and their high credit quality. Given the high credit quality of the securities which are backed by the U.S. government's guarantees, and the corporate securities which are all reputable institutions in good financial standing, the risk of credit loss is minimal. Management believes that these unrealized losses are a direct result of the current rate environment and has the ability and intent to hold the securities until maturity or the valuation recovers.
The amount of an other-than-temporary impairment when there are credit and non-credit losses on a debt security which management does not intend to sell, and for which it is more likely than not that the Company will not be required to sell the security prior to the recovery of the non-credit impairment is accounted for as follows: (1) the portion of the total impairment that is attributable to the credit loss would be recognized in earnings, and (2) the remaining difference between the debt security's amortized cost basis and its fair value would be included in other comprehensive income (loss). During the fiscal year ended March 31, 2018, the Bank recognized an impairment of less than $500 on a mortgage-backed security. The Bank did not have any securities that were classified as having other-than-temporary impairment in its investment portfolio at March 31, 2017.
The following is a summary of the amortized cost and fair value of debt securities at March 31, 2018, by remaining period to contractual maturity (ignoring earlier call dates, if any). Actual maturities may differ from contractual maturities because certain security issuers have the right to call or prepay theirobligations. The table below does not consider the effects of possible prepayments or unscheduled repayments.
|
| | | | | | | | | | |
$ in thousands | Amortized Cost | | Fair Value | | Weighted Average Yield |
Available-for-Sale: | | | | | |
One through five years | $ | 10,317 |
| | $ | 9,974 |
| | 1.68 | % |
Five through ten years | 10,460 |
| | 9,975 |
| | 2.08 | % |
After ten years | 32,225 |
| | 30,976 |
| | 2.35 | % |
| 53,002 |
| | 50,925 |
| | 2.17 | % |
Held-to-maturity: | | | | | |
One through five years | $ | 2,776 |
| | $ | 2,719 |
| | 2.41 | % |
Five through ten years | 6,151 |
| | 6,077 |
| | 3.03 | % |
After ten years | 3,148 |
| | 3,113 |
| | 2.61 | % |
| $ | 12,075 |
| | $ | 11,909 |
| | 2.78 | % |
| |
NOTE 4. | LOANS RECEIVABLE, NET |
The following is a summary of loans receivable, net of allowance for loan losses, and loans held-for-sale at March 31:
|
| | | | | | | | | | | | | |
| March 31, 2018 | | March 31, 2017 |
$ in thousands | Amount | | % | | Amount | | % |
Gross loans receivable: | | | | | | | |
One-to-four family | $ | 121,233 |
| | 25.6 | % | | $ | 132,679 |
| | 24.5 | % |
Multifamily | 103,887 |
| | 21.9 | % | | 87,824 |
| | 16.2 | % |
Commercial real estate | 141,835 |
| | 29.9 | % | | 241,794 |
| | 44.7 | % |
Construction | — |
| | — | % | | 4,983 |
| | 0.9 | % |
Business (1) | 102,004 |
| | 21.5 | % | | 65,151 |
| | 12.0 | % |
Consumer (2) | 5,238 |
| | 1.1 | % | | 8,994 |
| | 1.7 | % |
Total loans receivable | 474,197 |
| | 100.0 | % | | 541,425 |
| | 100.0 | % |
| | | | | | | |
Unamortized premiums, deferred costs and fees, net | 3,556 |
| | | | 4,127 |
| | |
| | | | | | | |
Allowance for loan losses | (5,126 | ) | | | | (5,060 | ) | | |
Total loans receivable, net | $ | 472,627 |
| | | | $ | 540,492 |
| | |
| | | | | | | |
Loans held-for-sale (a) | $ | — |
| | | | $ | 944 |
| | |
(1) Includes business overdrafts of $35 thousand and $76 thousand as of March 31, 2018 and 2017, respectively
(2) Includes consumer overdrafts of $18 thousand and $22 thousand as of March 31, 2018 and 2017, respectively
Substantially all of the Bank's real estate loans receivable are principally secured by properties located in New York City. Accordingly, as with most financial institutions in the market area, the ultimate collectability of a substantial portion of the Company's loan portfolio is susceptible to changes in market conditions in this area.
Real estate mortgage loan portfolios (one-to-four family) serviced for Federal National Mortgage Association (“FNMA”) and other third parties are not included in the accompanying consolidated financial statements. The unpaid principal balances of these loans aggregated $23.1 million and $25.7 million at March 31, 2018 and 2017, respectively.
At March 31, 2018 the Bank pledged $28.7 million in total real estate mortgage loans as collateral for advances from the FHLB-NY.
The following is an analysis of the allowance for loan losses based upon the method of evaluating loan impairment for the fiscal year ended March 31, 2018:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ in thousands | | One-to-four family | | Multifamily | | Commercial Real Estate | | Construction | | Business | | Consumer | | Unallocated | | Total |
Allowance for loan losses: | | | | | | | | | | | | | | |
Beginning Balance | | $ | 1,663 |
| | $ | 1,213 |
| | $ | 1,496 |
| | $ | 106 |
| | $ | 573 |
| | $ | 9 |
| | $ | — |
| | $ | 5,060 |
|
Charge-offs | | (96 | ) | | (104 | ) | | — |
| | — |
| | (81 | ) | | (33 | ) | | — |
| | (314 | ) |
Recoveries | | — |
| | 131 |
| | 20 |
| | — |
| | 87 |
| | 7 |
| | — |
| | 245 |
|
Provision for (Recovery of) Loan Losses | | (357 | ) | | 579 |
| | (464 | ) | | (106 | ) | | 424 |
| | 35 |
| | 24 |
| | 135 |
|
Ending Balance | | $ | 1,210 |
| | $ | 1,819 |
| | $ | 1,052 |
| | $ | — |
| | $ | 1,003 |
| | $ | 18 |
| | $ | 24 |
| | $ | 5,126 |
|
| | | | | | | | | | | | | | | | |
Allowance for Loan Losses Ending Balance: collectively evaluated for impairment | | 1,065 |
| | 1,744 |
| | 1,052 |
| | — |
| | 908 |
| | 18 |
| | 24 |
| | 4,811 |
|
Allowance for Loan Losses Ending Balance: individually evaluated for impairment | | 145 |
| | 75 |
| | — |
| | — |
| | 95 |
| | — |
| | — |
| | 315 |
|
| | | | | | | | | | | | | | | | |
Loan Receivables Ending Balance | | $ | 123,092 |
| | $ | 104,865 |
| | $ | 142,304 |
| | $ | — |
| | $ | 102,203 |
| | $ | 5,289 |
| | $ | — |
| | $ | 477,753 |
|
Ending Balance: collectively evaluated for impairment | | 116,588 |
| | 103,160 |
| | 140,765 |
| | — |
| | 98,914 |
| | 5,289 |
| | — |
| | 464,716 |
|
Ending Balance: individually evaluated for impairment | | 6,504 |
| | 1,705 |
| | 1,539 |
| | — |
| | 3,289 |
| | — |
| | — |
| | 13,037 |
|
The following is an analysis of the allowance for loan losses based upon the method of evaluating loan impairment for the fiscal year ended March 31, 2017:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ in thousands | | One-to-four family | | Multifamily | | Commercial Real Estate | | Construction | | Business | | Consumer | | Total |
Allowance for loan losses: | | | | | | | | | | | | | | |
Beginning Balance | | $ | 1,697 |
| | $ | 622 |
| | $ | 1,808 |
| | $ | 62 |
| | $ | 1,022 |
| | $ | 21 |
| | $ | 5,232 |
|
Charge-offs | | (106 | ) | | (338 | ) | | — |
| | — |
| | — |
| | (85 | ) | | (529 | ) |
Recoveries | | — |
| | — |
| | 20 |
| | — |
| | 304 |
| | 4 |
| | 328 |
|
Provision for (Recovery of) Loan Losses | | 72 |
| | 929 |
| | (332 | ) | | 44 |
| | (753 | ) | | 69 |
| | 29 |
|
Ending Balance | | $ | 1,663 |
| | $ | 1,213 |
| | $ | 1,496 |
| | $ | 106 |
| | $ | 573 |
| | $ | 9 |
| | $ | 5,060 |
|
| | | | | | | | | | | | | | |
Allowance for Loan Losses Ending Balance: collectively evaluated for impairment | | 1,357 |
| | 1,207 |
| | 1,490 |
| | 106 |
| | 532 |
| | 7 |
| | 4,699 |
|
Allowance for Loan Losses Ending Balance: individually evaluated for impairment | | 306 |
| | 6 |
| | 6 |
| | — |
| | 41 |
| | 2 |
| | 361 |
|
| | | | | | | | | | | | | | |
Loan Receivables Ending Balance | | $ | 134,927 |
| | $ | 88,750 |
| | $ | 242,818 |
| | $ | 4,949 |
| | $ | 65,114 |
| | $ | 8,994 |
| | $ | 545,552 |
|
Ending Balance: collectively evaluated for impairment | | 129,420 |
| | 87,148 |
| | 239,323 |
| | 4,949 |
| | 61,027 |
| | 8,992 |
| | 530,859 |
|
Ending Balance: individually evaluated for impairment | | 5,507 |
| | 1,602 |
| | 3,495 |
| | — |
| | 4,087 |
| | 2 |
| | 14,693 |
|
At March 31, 2018 and 2017, the recorded investment in impaired loans was $13.0 million and $14.7 million, respectively. The related allowance for loan losses for these impaired loans was approximately $315 thousand and $361 thousand at March 31, 2018 and 2017, respectively. Interest income of $324 thousand and $233 thousand for fiscal years 2018 and 2017 respectively, would have been recorded on impaired loans had they performed in accordance with their original terms.
The following is a summary of nonaccrual loans at March 31, 2018 and 2017.
|
| | | | | | | |
$ in thousands | March 31, 2018 | | March 31, 2017 |
Loans accounted for on a nonaccrual basis: | | | |
Gross loans receivable: | | | |
One-to-four family | $ | 4,561 |
| | $ | 3,899 |
|
Multifamily | 964 |
| | 1,602 |
|
Commercial real estate | 502 |
| | 993 |
|
Business | 635 |
| | 1,922 |
|
Consumer | — |
| | 2 |
|
Total nonaccrual loans | $ | 6,662 |
| | $ | 8,418 |
|
Nonaccrual loans generally consist of loans for which the accrual of interest has been discontinued as a result of such loans becoming 90 days or more delinquent as to principal and/or interest payments. Interest income on nonaccrual loans is recorded when received based upon the collectability of the loan. TDR loans consist of modified loans where borrowers have been granted concessions in regards to the terms of their loans due to financial or other difficulties, which rendered them unable to repay their loans under the original contractual terms. Total TDR loans at March 31, 2018 were $5.7 million, $1.9 million of which were non-performing as they were either not consistently performing in accordance with their modified terms or not performing in accordance with their modified terms for at least six months. At March 31, 2017, total TDR loans were $6.4 million, of which $2.5 million were non-performing.
At March 31, 2018, other non-performing assets totaled $1.1 million which consisted of other real estate owned ("OREO") properties. At March 31, 2018, other real estate owned valued at $1.1 million comprised of eight foreclosed properties, compared to $990 thousand comprised of eight properties at March 31, 2017. Other real estate loans is included in other assets in the consolidated statements of financial condition. There were no held-for-sale loans at March 31, 2018, compared to $944 thousand at March 31, 2017.
The Bank utilizes an internal loan classification system as a means of reporting problem loans within its loan categories. Loans may be classified as "Pass," “Special Mention,” “Substandard,” “Doubtful,” and “Loss.” Loans rated Pass have demonstrated satisfactory asset quality, earning history, liquidity, and other adequate margins of creditor protection. They represent a moderate credit risk and some degree of financial stability. Loans are considered collectible in full, but perhaps require greater than average amount of loan officer attention. Borrowers are capable of absorbing normal setbacks without failure. Loans rated Special Mention 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 asset or in the Bank's credit position at some future date. Loans rated Substandard are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loans rated Doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses present unfavorable features. Furthermore,make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. Loans classified as Loss are those considered uncollectible with insignificant value and are charged off immediately to the allowance for loan losses.
One-to-four family residential loans and consumer and other loans are rated non-performing if they are delinquent in payments ninety or more days, a troubled debt restructuring with less than six months contractual performance or past maturity. All other one-to-four family residential loans and consumer and other loans are performing loans.
As of March 31, 2018, and based on the most recent analysis performed in the current quarter, the risk category by class of loans is as follows:
|
| | | | | | | | | | | | | | | |
$ in thousands | Multifamily | | Commercial Real Estate | | Construction | | Business |
Credit Risk Profile by Internally Assigned Grade: | | | | | | |
Pass | $ | 103,160 |
| | $ | 140,765 |
| | $ | — |
| | $ | 93,886 |
|
Special Mention | — |
| | — |
| | — |
| | 5,028 |
|
Substandard | 1,705 |
| | 1,539 |
| | — |
| | 3,289 |
|
Doubtful | — |
| | — |
| | — |
| | — |
|
Loss | — |
| | — |
| | — |
| | — |
|
Total | $ | 104,865 |
| | $ | 142,304 |
| | $ | — |
| | $ | 102,203 |
|
| | | | | | | |
| One-to-four family | | Consumer | | | | |
Credit Risk Profile Based on Payment Activity: | | | | | | |
Performing | $ | 116,588 |
| | $ | 5,289 |
| | | | |
Non-Performing | 6,504 |
| | — |
| | | | |
Total | $ | 123,092 |
| | $ | 5,289 |
| | | | |
As of March 31, 2017, the risk category by class of loans was as follows:
|
| | | | | | | | | | | | | | | |
$ in thousands | Multifamily | | Commercial Real Estate | | Construction | | Business |
Credit Risk Profile by Internally Assigned Grade: | | | | | | |
Pass | $ | 87,148 |
| | $ | 238,552 |
| | $ | 4,949 |
| | $ | 58,555 |
|
Special Mention | — |
| | 771 |
| | — |
| | 133 |
|
Substandard | 1,082 |
| | 3,495 |
| | — |
| | 6,426 |
|
Doubtful | 520 |
| | — |
| | — |
| | — |
|
Loss | — |
| | — |
| | — |
| | — |
|
Total | $ | 88,750 |
| | $ | 242,818 |
| | $ | 4,949 |
| | $ | 65,114 |
|
| | | | | | | |
| One-to-four family | | Consumer | | | | |
Credit Risk Profile Based on Payment Activity: | | | | | | |
Performing | $ | 131,028 |
| | $ | 8,992 |
| | | | |
Non-Performing | 3,899 |
| | 2 |
| | | | |
Total | $ | 134,927 |
| | $ | 8,994 |
| | | | |
The following table presents an aging analysis of the recorded investment of past due financing receivable as of March 31, 2018.
|
| | | | | | | | | | | | | | | | | | | | | | | |
$ in thousands | 30-59 Days Past Due | | 60-89 Days Past Due | | 90 or More Days Past Due | | Total Past Due | | Current | | Total Financing Receivables |
One-to-four family | $ | 1,819 |
| | $ | — |
| | $ | 4,056 |
| | $ | 5,875 |
| | $ | 117,217 |
| | $ | 123,092 |
|
Multifamily | — |
| | — |
| | 219 |
| | 219 |
| | 104,646 |
| | 104,865 |
|
Commercial real estate | 1,395 |
| | — |
| | — |
| | 1,395 |
| | 140,909 |
| | 142,304 |
|
Construction | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Business | 973 |
| | 312 |
| | 322 |
| | 1,607 |
| | 100,596 |
| | 102,203 |
|
Consumer | 7 |
| | 5 |
| | — |
| | 12 |
| | 5,277 |
| | 5,289 |
|
Total | $ | 4,194 |
| | $ | 317 |
| | $ | 4,597 |
| | $ | 9,108 |
| | $ | 468,645 |
| | $ | 477,753 |
|
The following table presents an aging analysis of the recorded investment of past due financing receivable as of March 31, 2017.
|
| | | | | | | | | | | | | | | | | | | | | | | |
$ in thousands | 30-59 Days Past Due | | 60-89 Days Past Due | | 90 or More Days Past Due | | Total Past Due | | Current | | Total Financing Receivables |
One-to-four family | $ | 2,094 |
| | $ | 247 |
| | $ | 3,022 |
| | $ | 5,363 |
| | $ | 129,564 |
| | $ | 134,927 |
|
Multifamily | — |
| | — |
| | 803 |
| | 803 |
| | 87,947 |
| | 88,750 |
|
Commercial real estate | — |
| | — |
| | — |
| | — |
| | 242,818 |
| | 242,818 |
|
Construction | — |
| | — |
| | — |
| | — |
| | 4,949 |
| | 4,949 |
|
Business | — |
| | 429 |
| | 1,500 |
| | 1,929 |
| | 63,185 |
| | 65,114 |
|
Consumer | 1 |
| | — |
| | 2 |
| | 3 |
| | 8,991 |
| | 8,994 |
|
Total | $ | 2,095 |
| | $ | 676 |
| | $ | 5,327 |
| | $ | 8,098 |
| | $ | 537,454 |
| | $ | 545,552 |
|
At March 31, 2018 and 2017, there were no loans 90 or more days past due and accruing interest.
The following tables present information on impaired loans with the associated allowance amount, if applicable, at March 31, 2018 and 2017. Management determined the specific allowance based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the remaining source of repayment for the loan is the operation or liquidation of the collateral. In those cases, the current fair value of the collateral, less selling costs was used to determine the specific allowance recorded. When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the total principal of an impaired loan is not in doubt and the loan is on nonaccrual status, contractual interest is credited to interest income when received under the cash basis method.
|
| | | | | | | | | | | | | | | | | | | | | | | |
Impaired Loans by Class |
| At March 31, |
| 2018 | | 2017 |
$ in thousands | Recorded Investment | | Unpaid Principal Balance | | Associated Allowance | | Recorded Investment | | Unpaid Principal Balance | | Associated Allowance |
With no specific allowance recorded: | | | | | | | | | | | |
One-to-four family | $ | 5,439 |
| | $ | 6,862 |
| | $ | — |
| | $ | 3,416 |
| | $ | 4,210 |
| | $ | — |
|
Multifamily | 964 |
| | 1,122 |
| | — |
| | 1,596 |
| | 2,081 |
| | — |
|
Commercial real estate | 1,539 |
| | 1,539 |
| | — |
| | 993 |
| | 993 |
| | — |
|
Business | 611 |
| | 611 |
| | — |
| | 1,923 |
| | 1,968 |
| | — |
|
| | | | | | | | | | | |
With an allowance recorded: | | | | | | | | | | | |
One-to-four family | 1,065 |
| | 1,065 |
| | 145 |
| | 2,091 |
| | 2,215 |
| | 306 |
|
Multifamily | 741 |
| | 741 |
| | 75 |
| | 6 |
| | 6 |
| | 6 |
|
Commercial real estate | — |
| | — |
| | — |
| | 2,502 |
| | 2,502 |
| | 6 |
|
Business | 2,678 |
| | 2,681 |
| | 95 |
| | 2,164 |
| | 2,164 |
| | 41 |
|
Consumer | — |
| | — |
| | — |
| | 2 |
| | 2 |
| | 2 |
|
Total | $ | 13,037 |
| | $ | 14,621 |
| | $ | 315 |
| | $ | 14,693 |
| | $ | 16,141 |
| | $ | 361 |
|
The following table presents information on average balances on impaired loans and the interest income recognized for the years ended March 31, 2018 and 2017.
|
| | | | | | | | | | | | | | | |
| For the years ended March 31, |
| 2018 | | 2017 |
$ in thousands | Average Balance | | Interest Income recognized | | Average Balance | | Interest Income recognized |
With no specific allowance recorded: | | | | | | | |
One-to-four family | $ | 5,375 |
| | $ | 36 |
| | $ | 3,151 |
| | $ | 14 |
|
Multifamily | 1,340 |
| | 34 |
| | 1,747 |
| | 6 |
|
Commercial real estate | 2,075 |
| | 28 |
| | 1,774 |
| | 17 |
|
Business | 827 |
| | — |
| | 3,667 |
| | 142 |
|
| | | | | | | |
With an allowance recorded: | | | | | | | |
One-to-four family | 1,078 |
| | — |
| | 2,128 |
| | 5 |
|
Multifamily | 248 |
| | — |
| | 1 |
| | — |
|
Commercial real estate | 541 |
| | — |
| | 1,427 |
| | — |
|
Business | 2,358 |
| | 2 |
| | 2,187 |
| | 26 |
|
Consumer | — |
| | — |
| | 1 |
| | — |
|
Total | $ | 13,842 |
| | $ | 100 |
| | $ | 16,082 |
| | $ | 210 |
|
In certain circumstances, loan modifications involve a troubled borrower to whom the Bank may grant a modification. In cases where the Bank grants any significant concessions to a troubled borrower, the Bank accounts for the modification as a TDR under ASC Subtopic 310-40 and the related allowance under ASC Section 310-10-35. Situations around these modifications may include extension of maturity date, reduction in the stated interest rate, rescheduling of future cash flows, reduction in the face amount of the debt or reduction of past accrued interest. Loans modified in TDRs are placed on nonaccrual status until the Company determines that future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrate performance according to the restructured terms for a period of at least six months. There was one loan modification made during the twelve month period ended March 31, 2018. The modification converted a line of credit into a five-year term loan with an interest concession. There were no TDR modifications during the twelve month period ended March 31, 2017.
The following table presents an analysis of those loan modifications that were classified as TDRs during the twelve month period ended March 31, 2018:
|
| | | | | | | | | | | | | | | | | |
| | Modifications to loans during the year ended |
| | March 31, 2018 |
$ in thousands | | Number of loans | | Pre-modification outstanding recorded investment | | Post-Modification Recorded investment | | Pre-Modification rate | | Post-Modification rate |
Business | | 1 |
| | $ | 285 |
| | $ | 285 |
| | 7.25 | % | | 7.00 | % |
In an effort to proactively resolve delinquent loans, Carver has selectively extended to certain borrowers concessions such as extensions, rate reductions or forbearance agreements. For the fiscal years ended March 31, 2018 and 2017, there were no modified loans that defaulted with the last 12 months of modification.
Transactions With Certain Related Persons
There were no loans outstanding to related parties at March 31, 2018. The aggregate amount of loans outstanding to related parties was $4.7 million at March 31, 2017. During fiscal year 2018, advances totaled $111 thousand and principal repayments totaled $4.8 million.
Loans above the greater of $25,000, or 5% of Carver Federal’s capital and surplus (up to $500,000), to Carver Federal’s directors and executive officers must be approved in advance by a majority of the disinterested members of Carver Federal’s Board of Directors. As of the date of this proxy statement, neither Carver nor Carver Federal had any outstanding loans or extensions of credit to any of its executive officers or directors.
| |
NOTE 5. | OFFICE PROPERTIES AND EQUIPMENT, NET |
Item 14.Principal Accounting FeesThe details of office properties and Services.
Audit Fees
Carver previously retained KPMG, LLPequipment as its auditor for the fiscal years endedof March 31 2016 and 2015. KPMG’s fees billed for the fiscal years ended March 31, 2016 and 2015 wereare as follows:
|
| | | | |
| 2016 | | 2015 | |
Audit fees | 660,000 | | $500,000 | |
Audit-related fees | 8,000 | | 8,000 | |
Tax fees | — | | — | |
| | | | |
Total | 668,000 | | $508,000 | |
|
| | | | | | | |
$ in thousands | 2018 | | 2017 |
Land | $ | — |
| | $ | 98 |
|
Building and improvements | — |
| | 9,806 |
|
Leasehold improvements | 5,946 |
| | 6,547 |
|
Furniture, equipment, and other | 13,177 |
| | 12,981 |
|
| 19,123 |
| | 29,432 |
|
Less accumulated depreciation and amortization | (16,153 | ) | | (24,005 | ) |
Office properties and equipment, net | $ | 2,970 |
| | $ | 5,427 |
|
Pre-Approval of Services by the Independent Registered Public Accounting FirmDepreciation and amortization charged to operations for fiscal years 2018 and 2017 amounted to $897 thousand and $867 thousand, respectively.
During fiscal year 2016, Carver conducted a sale and leaseback transaction on its Crown Heights branch location with an unaffiliated third party as part of the FinanceBank's ongoing facilities rationalization efforts. Carver did not finance the purchase and Audit Committeethe gain was calculated utilizing the profit on sale in excess of Carver’s Boardthe present value of Directors pre-approved the engagementminimum lease payments in accordance with ASC 840. The remaining amount of KPMG LLPprofit on the sale of the property was deferred from gain recognition and will be amortized into income over the term of the lease. The deferred gain on the sale of the property is included in Other Liabilities on the Consolidated Statements of Financial Condition and totaled $537 thousand and $606 thousand as of March 31, 2018 and 2017, respectively.
During fiscal year 2018, Carver conducted a sale and leaseback transaction on its Harlem headquarters location with an unaffiliated third party. The Bank has leased a portion of the property to continue to maintain its Main Office branch at the same location, and the administrative offices will be relocated to a nearby facility. The Company recognized a $9.5 million gain on the sale and leaseback in the fourth quarter of fiscal year 2018. Carver did not finance the purchase and the gain was calculated utilizing the profit on sale in excess of the present value of the minimum lease payments in accordance with ASC 840. The remaining amount of profit on the sale of the property was deferred from gain recognition and will be amortized into income over the term of the lease. The deferred gain on the sale of the property is included in Other Liabilities on the Consolidated Statements of Financial Condition and totaled $5.4 million as of March 31, 2018.
| |
NOTE 6. | ACCRUED INTEREST RECEIVABLE |
The details of accrued interest receivable as of March 31 are as follows:
|
| | | | | | | |
$ in thousands | 2018 | | 2017 |
Loans receivable | $ | 1,716 |
| | $ | 1,323 |
|
Mortgage-backed securities | 101 |
| | 116 |
|
Investments and other interest-bearing assets | 206 |
| | 144 |
|
Total accrued interest receivable | $ | 2,023 |
| | $ | 1,583 |
|
Deposit balances and weighted average interest rates as of March 31 are as follows:
|
| | | | | | | | | | | | | | | | | | | |
| 2018 | | 2017 |
$ in thousands | Amount | | Percent of Total Deposits | | Weighted Average Rate | | Amount | | Percent of Total Deposits | | Weighted Average Rate |
Non-interest-bearing demand | $ | 62,905 |
| | 10.72 | % | | — | % | | $ | 61,576 |
| | 10.63 | % | | — | % |
Interest-bearing checking | 23,570 |
| | 4.02 |
| | 0.07 |
| | 37,180 |
| | 6.42 |
| | 0.14 |
|
Savings | 102,550 |
| | 17.47 |
| | 0.25 |
| | 100,913 |
| | 17.42 |
| | 0.27 |
|
Money market savings account | 101,990 |
| | 17.38 |
| | 0.48 |
| | 140,807 |
| | 24.31 |
| | 0.60 |
|
Certificates of deposit | 293,513 |
| | 50.01 |
| | 1.25 |
| | 236,342 |
| | 40.81 |
| | 1.00 |
|
Loan escrow deposits | 2,355 |
| | 0.40 |
| | 1.76 |
| | 2,358 |
| | 0.41 |
| | 1.79 |
|
Total | $ | 586,883 |
| | 100.00 | % | | 0.76 | % | | $ | 579,176 |
| | 100.00 | % | | 0.61 | % |
Scheduled maturities of certificates of deposit for the year ended March 31, 2018 are as follows:
|
| | | | |
$ in thousands | | Amount |
Maturing years ending March 31: | | |
2019 | | $ | 223,081 |
|
2020 | | 40,249 |
|
2021 | | 11,255 |
|
2022 | | 4,598 |
|
2023 | | 13,949 |
|
2024 and beyond | | 381 |
|
Total | | $ | 293,513 |
|
The following table represents the amount of certificates of deposit of $100,000 or more at March 31, 2018 maturing during the periods indicated:
|
| | | |
$ in thousands | |
Maturing: | |
April 1, 2018 to June 30, 2018 | $ | 103,132 |
|
July 1, 2018 to September 30, 2018 | 20,155 |
|
October 1, 2018 to March 31, 2019 | 76,518 |
|
April 1, 2019 and beyond | 55,071 |
|
Total | $ | 254,876 |
|
Interest expense on deposits is as follows for the years ended March 31:
|
| | | | | | | |
$ in thousands | 2018 | | 2017 |
Interest-bearing checking | $ | 19 |
| | $ | 48 |
|
Savings and clubs | 249 |
| | 261 |
|
Money market savings | 540 |
| | 875 |
|
Certificates of deposit | 3,256 |
| | 2,437 |
|
Loan escrow deposits | 42 |
| | 40 |
|
Total interest expense | $ | 4,106 |
| | $ | 3,661 |
|
The following table presents additional information about our year-end deposits:
|
| | | | | | | | |
$ in thousands | | 2018 | | 2017 |
Deposits from the Certificate of Deposit Account Registry Service (CDARS) | | $ | 48,206 |
| | $ | 34,547 |
|
Deposits from brokers | | 78,215 |
| | 71,436 |
|
Certificates of deposit individually greater than $250,000 | | 59,164 |
| | 59,489 |
|
Deposits from certain directors, executive officers and their affiliates | | 7,356 |
| | 17,822 |
|
Federal Home Loan Bank Advances, Repurchase agreements and Guaranteed Debt Securities. FHLB-NY advances weighted average interest rates by remaining period to maturity at March 31 are as follows:
|
| | | | | | | | | | | | |
$ in thousands | | 2018 | | 2017 |
Maturing Year Ended March 31, | | Weighted Average Rate | | Amount | | Weighted Average Rate | | Amount |
2018 | | —% | | — |
| | 1.04% | | 5,000 |
|
2019 (1) | | 1.50% | | 25,000 |
| | 1.50% | | 25,000 |
|
| | 1.50% | | $ | 25,000 |
| | 1.42% | | $ | 30,000 |
|
(1) Effective rate is 2.13% which includes the net impact of the amortization of the termination fee on restructured borrowing.
Federal Home Loan Bank Advances. As a member of the FHLB-NY, the Bank may have outstanding FHLB-NY borrowings in a combination of term advances and overnight funds of up to 30% of its total assets, or approximately $208.2 million at March 31, 2018. Borrowings are secured by the Bank's investment in FHLB-NY stock and by a blanket security agreement. This agreement requires the Bank to maintain as collateral certain qualifying assets (principally mortgage loans and securities) not otherwise pledged. At March 31, 2018, advances were all fixed-rate and secured by pledges of the Bank's investment in the capital stock of the FHLB-NY totaling $1.8 million and a blanket assignment of the Bank's pledged qualifying mortgage loans of $28.7 million and mortgage-backed and investment securities with a market value of $27.7 million. The Bank has sufficient collateral at the FHLB-NY to be able to borrow an additional $17.7 million from the FHLB-NY at March 31, 2018. The accrued interest payable on FHLB advances was $32 thousand and the interest expense was $542 thousand for the year ended March 31, 2018. At March 31, 2017, the accrued interest payable on FHLB advances was $32 thousand and the interest expense was $584 thousand. The Bank completed a debt restructuring during the first quarter of fiscal year 2014 that allowed it to prepay a $25 million long-term borrowing and secure a new borrowing at a significantly lower rate. The termination fees and penalties associated with the borrowing were prepaid to the FHLB and amortized over five years.
Repurchase agreements. Repurchase agreements ("REPO") are short-term contracts for the sale of securities owned or borrowed by the Bank with an agreement to repurchase those securities at an agreed-upon price and date. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. The Bank monitors collateral levels on a continuous basis and may be required to provide non-audit servicesadditional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents. At March 31, 2017, the Bank had a REPO with an outstanding balance of $1.0 million. The accrued interest payable and considered whether,interest expense was $3 thousand for the year ended March 31, 2017. The collateral pledged on this REPO was a mortgage-backed security with a fair value of $1.5 million at March 31, 2017. The REPO was repaid during fiscal year 2018. The recognized interest expense was $7 thousand for the year ended March 31, 2018.
Subordinated Debt Securities. On September 17, 2003, Carver Statutory Trust I issued 13,000 shares, liquidation amount $1,000 per share, of floating rate capital securities. Gross proceeds from the sale of these trust preferred debt securities of $13 million, and determinedproceeds from the sale of the trust's common securities of $0.4 million, were used to purchase approximately $13.4
million aggregate principal amount of the Company's floating rate junior subordinated debt securities due 2033. The trust preferred debt securities are redeemable at par quarterly at the option of the Company beginning on or after September 17, 2008, and have a mandatory redemption date of September 17, 2033. Cash distributions on the trust preferred debt securities are cumulative and payable at a floating rate per annum resetting quarterly with a margin of 3.05% over the three-month LIBOR. During the second quarter of fiscal year 2017, the Company applied for and was granted regulatory approval to settle all outstanding debenture interest payments through September 2016. Such payments totaling $2.5 million were made in September 2016. Interest on the debentures has been deferred beginning with the December 2016 payment, per the terms of the agreement, which permit such deferral for up to twenty consecutive quarters, as the Company is prohibited from making payments without prior regulatory approval.
On September 30, 2009, the Bank raised $5.0 million in a private placement of subordinated debt maturing December 30, 2018. The interest rate was set at 7% per annum for the first seven years as long as there is no default event, including Carver maintaining its certification as a Community Development Entity (“CDE”) and remaining in compliance with NMTC requirements, and 12% per annum after. During the second quarter of fiscal year 2012, the interest rate was reduced to 2%. This subordinated debt has been approved by the regulators to qualify as Tier II capital for the Bank's regulatory capital calculations. Qualifying term subordinated debt must have an original weighted average maturity of at least five years. Once the term to maturity is less than five years, the amount qualified as Tier II capital declines 20% per year. The ability to include any portion of the private placement subordinated debt in Tier II capital expired on January 1, 2017. The $5.0 million subordinated debt was paid in full during fiscal year 2018.
The accrued interest payable on subordinated debt securities was $914 thousand and the interest expense was $625 thousand for the year ended March 31, 2018. The accrued interest payable on subordinated debt securities was $315 thousand and the interest expense was $670 thousand for the year ended March 31, 2017.
The following table sets forth certain information regarding Carver Federal's borrowings as of and for the years ended March 31:
|
| | | | | | | |
$ in thousands | 2018 | | 2017 |
Amounts outstanding at the end of year: | | | |
FHLB advances | $ | 25,000 |
| | $ | 30,000 |
|
Subordinated debt securities | 13,403 |
| | 18,403 |
|
Repo | $ | — |
| | $ | 1,000 |
|
| | | |
Rate paid at year end: | | | |
FHLB advances | 1.50 | % | | 1.42 | % |
Subordinated debt securities | 5.23 | % | | 3.60 | % |
Repo | — | % | | 1.15 | % |
| | | |
Maximum amount of borrowing outstanding at any month end: | | | |
FHLB advances | $ | 30,000 |
| | $ | 40,000 |
|
Subordinated debt securities | $ | 13,403 |
| | $ | 18,403 |
|
Repo | $ | 1,000 |
| | $ | 1,000 |
|
| | | |
Approximate average amounts outstanding for year: | | | |
FHLB advances | $ | 25,616 |
| | $ | 32,644 |
|
Subordinated debt securities | $ | 13,773 |
| | $ | 18,403 |
|
Repo | $ | 584 |
| | $ | 271 |
|
| | | |
Approximate weighted average rate paid during year: | | | |
FHLB advances | 2.11 | % | | 1.79 | % |
Subordinated debt securities | 4.54 | % | | 3.64 | % |
Repo | 1.17 | % | | 1.15 | % |
The components of income tax (benefit) expense for the years ended March 31 are as follows:
|
| | | | | | | | |
$ in thousands | | 2018 | | 2017 |
Income tax expense | | | | |
Federal: | | | | |
Current expense | | $ | 174 |
| | $ | — |
|
Deferred benefit | | (340 | ) | | — |
|
Total | | (166 | ) | | — |
|
State: Current expense | | 133 |
| | 119 |
|
Total income tax (benefit) expense | | $ | (33 | ) | | $ | 119 |
|
The following is a reconciliation of the expected Federal income tax rate to the consolidated effective tax rate for the years ended March 31:
|
| | | | | | | | | | | | | |
| 2018 | | 2017 |
$ in thousands | Amount | | Percent | | Amount | | Percent |
Statutory Federal income tax expense (benefit) | $ | 1,638 |
| | 30.8 | % | | $ | (929 | ) | | 34.0 | % |
State and local income tax, net of Federal tax benefit | 92 |
| | 1.7 |
| | 119 |
| | (4.4 | ) |
Impact of income tax rate changes | 3,283 |
| | 61.7 |
| | — |
| | — |
|
Credit and NOL adjustments | (2,148 | ) | | (40.4 | ) | | — |
| | — |
|
Change in valuation allowance | (3,061 | ) | | (57.5 | ) | | 961 |
| | (35.2 | ) |
Other | 163 |
| | 3.1 |
| | (32 | ) | | 1.2 |
|
Total income tax (benefit) expense | $ | (33 | ) | | (0.6 | )% | | $ | 119 |
| | (4.4 | )% |
Tax effects of existing temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are included in other assets at March 31 as follows:
|
| | | | | | | |
$ in thousands | 2018 | | 2017 |
Deferred Tax Assets: | | | |
Allowance for loan losses | $ | 1,727 |
| | $ | 2,147 |
|
Nonaccrual loan interest | 109 |
| | 373 |
|
Deferred gain - sale leaseback transactions | 2,006 |
| | 295 |
|
Net operating loss carryforward | 12,419 |
| | 17,551 |
|
New markets tax credit | 3,452 |
| | 2,207 |
|
AMT credits | 340 |
| | 166 |
|
Depreciation | 1,864 |
| | 2,018 |
|
Unrealized loss on available-for-sale securities | 1,105 |
| | 792 |
|
Other | — |
| | 350 |
|
Total Deferred Tax Assets | 23,022 |
| | 25,899 |
|
Deferred Tax Liabilities: | | | |
Market value adjustment on HFS loans | 54 |
| | 68 |
|
Other | 676 |
| | 812 |
|
Total Deferred Tax Liabilities | 730 |
| | 880 |
|
Deferred Tax Assets, net | 22,292 |
| | 25,019 |
|
Valuation Allowance | (21,952 | ) | | (25,019 | ) |
Deferred Tax Assets, net of valuation allowance | $ | 340 |
| | $ | — |
|
On June 29, 2011, the Company raised $55.0 million of equity. The capital raise triggered a change in control under Section 382 of the Internal Revenue Code. Generally, Section 382 limits the utilization of an entity's net operating loss carryforwards, general business credits, and recognized built-in losses upon a change in ownership. The Company is currently subject to an annual limitation of approximately $0.9 million, but has accumulated availability of $5 million as of March 31, 2018. The total cumulative availability over the carryover period (20 years) is $18.1 million. The Company has a net deferred tax asset (“DTA”) of approximately $22.3 million. Based on management's calculations, the Section 382 limitation has resulted in previous
reductions of the deferred tax asset of $5.8 million. A valuation allowance for net deferred tax asset of $22.0 million has been recorded. The valuation allowance was initially recorded during fiscal year 2011, and has largely remained through March 31, 2018, as management concluded, and continues to conclude, that it is “more likely than not” that the provisionCompany will not be able to fully realize the benefit of such other servicesi--ts deferred tax assets. The tax legislation passed during the Company's fiscal year 2018 now permits a corporation to receive refunds for AMT credits even if there is no taxable income. As a result, at March 31, 2018, the valuation allowance was reduced by KPMG LLP$340 thousand, the amount of the Company's AMT credits.
At March 31, 2018, the Company had net operating carryforwards for federal purposes of approximately $29.7 million, for state purposes of approximately $50.1 million and for city purposes of approximately $43.4 million which are available to offset future federal, state and city income and which expire over varying periods from March 2028 through March 2038.
The Company has no uncertain tax positions. The Company and its subsidiaries are subject to federal, New York State and New York City income taxation. The Company is compatibleno longer subject to examination by taxing authorities for years before March 31, 2015. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination; with maintaining KPMG LLP’s independence.a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
In June 2004,
| |
NOTE 10. | EARNINGS (LOSS) PER COMMON SHARE |
The following table reconciles the Financeearnings (loss) available to common shareholders (numerator) and Audit Committeethe weighted average common stock outstanding (denominator) for both basic and diluted earnings (loss) per share for the years ended March 31:
|
| | | | | | | |
$ in thousands except per share data | 2018 | | 2017 |
Net income (loss) attributable to Carver Bancorp, Inc. | $ | 5,354 |
| | $ | (2,853 | ) |
Less: Participated securities share of undistributed earnings | (3,206 | ) | | — |
|
Net income (loss) available to common shareholders of Carver Bancorp, Inc. | 2,148 |
| | (2,853 | ) |
| | | |
Weighted average common shares outstanding – basic | 3,698,058 |
| | 3,696,420 |
|
Effect of dilutive Management Recognition Plan (MRP) shares | 3,400 |
| | — |
|
Weighted average common shares outstanding – diluted | 3,701,458 |
| | 3,696,420 |
|
| | | |
Basic earnings (loss) per common share | $ | 0.58 |
| | $ | (0.77 | ) |
Diluted earnings (loss) per common share | $ | 0.58 |
| | $ | (0.77 | ) |
For the year ended March 31, 2017, all MRP shares and outstanding stock options were anti-dilutive.
NOTE 11. STOCKHOLDERS' EQUITY
Conversion and Stock Offering. On October 24, 1994, the Bank issued in an initial public offering 2,314,375 shares of common stock, par value $0.01 (the “Common Stock”), at a price of $10 per share resulting in net proceeds of $21.5 million. As part of the initial public offering, the Bank established a policyliquidation account at the time of conversion, in an amount equal to pre-approve all auditthe surplus and permissible non-audit services provided by KPMG LLP consistentreserves of the Bank at September 30, 1994. In the unlikely event of a complete liquidation of the Bank (and only in such event), eligible depositors who continue to maintain accounts shall be entitled to receive a distribution from the liquidation account. The total amount of the liquidation account may be decreased if the balances of eligible deposits decreased as measured on the annual determination dates. The Bank is not permitted to pay dividends to the Company on its capital stock if the effect thereof would cause its net worth to be reduced below either: (i) the amount required for the liquidation account, or (ii) the amount required for the Bank to comply with applicable SEC rules. Underminimum regulatory capital requirements. In 2011 the policy, priorstockholders approved a 1-for-15 reverse stock split pursuant to which each 15 shares of the Company’s Common Stock would be converted into one share of Common Stock. The 1-for-15 reverse stock split was effective as of October 27, 2011, resulting in a reduction in the number of outstanding shares of the Company’s Common Stock from 2,492,415 to 166,161, an increase of the conversion price of the Series C Preferred Stock and the Series D Preferred Stock and the exchange ratio of the Series B Preferred Stock from $0.5451 to $8.1765, and a corresponding decrease in the number of shares of Common Stock issued to the engagement of the independent auditors for the next year’s audit, management submits an aggregate of services expected to be rendered during that year for each of the four categories of services described above to the FinanceInvestors and Audit Committee for approval. Prior to engagement, the Finance and Audit Committee pre-approves these services by category of service. The fees are budgeted and the Finance and Audit Committee will receive periodic reports from management on actual fees versus the budget by category of service.Treasury. During the year circumstancesended March 31, 2012, all outstanding shares of Series B Preferred Stock were converted to Common Stock and all outstanding shares of Series C preferred Stock were converted to Series D Preferred Stock. As of March 31, 2018, there were 3,697,914 shares of Company common stock outstanding.
Series D Preferred Stock ranks senior to the Common Stock. The holders of Series D Preferred Stock are entitled to receive dividends, on an as-converted basis, simultaneously to the payment of any dividends on the Company's common stock. Dividends on the Series D Preferred Stock are not cumulative. If the Company's board of directors does not declare a dividend with respect to any dividend period, the holders of the Series D Preferred Stock will have no right to receive any dividend for that period. The Company may arise when it may become necessarynot declare, pay or set apart for payment any dividend or make any distribution on common stock, unless at the time of such dividend or distribution the Company simultaneously pays a non-cumulative dividend or makes a distribution on each outstanding share of Series D Preferred Stock on an as-converted basis. The holders of Series D preferred Stock are generally not entitled to engagevote, except with respect to amendments to the independent auditorsCompany's certificate of incorporation that would change the rights and preferences of the Series D Preferred Stock, the creation or increase of any class of securities senior to the Series D Preferred Stock, the consummation of certain mergers, consolidations or other transactions where the holders of the Series D Preferred Stock are not converted into or exchanged for additional services not contemplatedpreference securities of the surviving entity, and as otherwise required by applicable law.
.
The Series D Preferred Stock shall automatically convert into shares of Common Stock only upon the following transfers to third parties (“Eligible Transfers”):
a transfer in a widespread public distribution;
a transfer in which no transferee (together with its affiliates and other transferees acting in concert with it) acquires more than 2% of the Company’s common stock or any other class or series of the Company’s voting stock; or
a transfer to a transferee that (together with its affiliates and other transferees acting in concert with it) owns or controls more than 50% of the Company’s common stock, without regard to the transfer.
The conversion price of the Series D Preferred Stock is $8.1765, and is subject to adjustment in the pre-approval. In those instances,event of stock splits, subdivisions or combinations, dividends and distributions, issuance of certain rights, spin-offs, self-tenders and exchange offers as set forth under the Finance and Audit Committee requires specific pre-approval before engagingagreement. The Series D Preferred Stock is not convertible at the independent auditor.
The Finance and Audit Committee has delegated pre-approval authority, subject to certain limits, to the chairmanoption of the committee.holders. As of March 31, 2018, there were 45,118 shares of Series D Preferred Stock outstanding.
On August 6, 2002, the Company announced a stock repurchase program to repurchase up to 15,442 shares of its outstanding common stock. As of March 31, 2018, 11,744 shares of its common stock have been repurchased in open market transactions. No shares were repurchased during fiscal 2018. The chairmanU.S. Treasury's prior approval is required to report,make further repurchases.
Regulatory Capital. The operations and profitability of the Bank are significantly affected by legislation and the policies of the various regulatory agencies. In July 2013, the FDIC and the other federal bank regulatory agencies issued a final rule that revised their leverage and risk-based capital requirements and the method for informational purposes, any pre-approval decisionscalculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The final rule, which became effective for the Bank on January 1, 2015, established a minimum Common Equity Tier 1 (CET1) ratio, a minimum leverage ratio and increases in the Tier 1 and Total risk-based capital ratios. The rule also limits a banking organization's capital distributions and certain discretionary bonus payments if the banking organization does not hold a "capital conservation buffer" consisting of 2.5% of CET1 capital to risk-weighted assets in addition to the Financeamount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement was phased in beginning January 1, 2016 and Audit Committee atends on January 1, 2019, when the full capital conservation buffer requirement will be effective. As of March 31, 2018, the Bank's capital conservation buffer was 1.875% making its next regularly scheduled meeting.
Reportminimum CET1 plus buffer 6.375%, its minimum Tier 1 capital plus buffer 7.875% and its minimum total capital plus buffer 9.875%. On January 1, 2019, the capital conservation buffer will increase to 2.5%. Carver Federal, as a matter of prudent management, targets as its goal the maintenance of capital ratios which exceed these minimum requirements and that are consistent with Carver Federal's risk profile. In assessing an institution's capital adequacy, the OCC takes into consideration not only these numeric factors but also qualitative factors, and has the authority to establish higher capital requirements for individual institutions where necessary. Regardless of Basel III's minimum requirements, Carver, as a result of the Financepreviously described Formal Agreement, was issued an Individual Minimum Capital Ratio ("IMCR") letter by the OCC, which requires the Bank to maintain minimum regulatory capital levels of 9% for its Tier 1 leverage ratio and Audit Committee12% for its total risk-based capital ratio. At March 31, 2018, the Bank's capital level exceeded the regulatory requirements and its IMCR requirements with a Tier 1 leverage ratio of 10.16%, Common Equity Tier 1 capital ratio of 15.20%, Tier 1 risk-based capital ratio of 15.20%, and a total risk-based capital ratio of 16.40%.
The table below presents the Bank's regulatory capital ratios at March 31, 2018 and 2017.
|
| | | | | | | | | | | | | | |
| | March 31, 2018 | | March 31, 2017 |
($ in thousands) | | Amount | | Ratio | | Amount | | Ratio |
Tier 1 leverage capital | | | | | | | | |
Regulatory capital | | $ | 67,742 |
| | 10.16 | % | | $ | 61,960 |
| | 8.98 | % |
Individual minimum capital requirement | | 60,022 |
| | 9.00 | % | | 62,092 |
| | 9.00 | % |
Minimum capital requirement | | 26,676 |
| | 4.00 | % | | 27,597 |
| | 4.00 | % |
Excess | | 41,066 |
| | 6.16 | % | | 34,363 |
| | 4.98 | % |
| | | | | | | | |
Common equity Tier 1 | | | | | | | | |
Regulatory capital | | $ | 67,742 |
| | 15.20 | % | | $ | 61,960 |
| | 11.88 | % |
Minimum capital requirement | | 20,050 |
| | 4.50 | % | | 23,470 |
| | 4.50 | % |
Excess | | 47,692 |
| | 10.70 | % | | 38,490 |
| | 7.38 | % |
| | | | | | | | |
Tier 1 risk-based capital | | | | | | | | |
Regulatory capital | | $ | 67,742 |
| | 15.20 | % | | $ | 61,960 |
| | 11.88 | % |
Minimum capital requirement | | 26,733 |
| | 6.00 | % | | 31,294 |
| | 6.00 | % |
Excess | | 41,009 |
| | 9.20 | % | | 30,666 |
| | 5.88 | % |
| | | | | | | | |
Total risk-based capital | | | | | | | | |
Regulatory capital | | $ | 73,082 |
| | 16.40 | % | | $ | 67,020 |
| | 12.85 | % |
Individual minimum capital requirement | | 53,465 |
| | 12.00 | % | | 62,588 |
| | 12.00 | % |
Minimum capital requirement | | 35,644 |
| | 8.00 | % | | 41,725 |
| | 8.00 | % |
Excess | | 37,438 |
| | 8.40 | % | | 25,295 |
| | 4.85 | % |
NOTE 12. OTHER COMPREHENSIVE INCOME (LOSS)
The following tables set forth changes in each component of accumulated other comprehensive loss, net of tax for the years ended March 31, 2018 and 2017:
|
| | | | | | | | | | | | |
$ in thousands | | At March 31, 2017 | | Other Comprehensive Loss | | At March 31, 2018 |
Net unrealized loss on securities available-for-sale | | $ | (1,940 | ) | | $ | (786 | ) | | $ | (2,726 | ) |
|
| | | | | | | | | | | | |
$ in thousands | | At March 31, 2016 | | Other Comprehensive Income | | At March 31, 2017 |
Net unrealized loss on securities available-for-sale | | $ | (307 | ) | | $ | (1,633 | ) | | $ | (1,940 | ) |
The following table sets forth information about amounts reclassified from accumulated other comprehensive loss to the consolidated statement of operations and the affected line item in the statement where net income is presented.
|
| | | | | | | | | | |
| | For the Twelve Months Ended March 31, | | Affected Line Item in the Consolidated Statement of Operations |
$ in thousands | | 2018 | | 2017 | |
Reclassification adjustment for sales of available for-sale securities, net of tax | | $ | — |
| | $ | 58 |
| | Gain on sale of securities, net |
Comprehensive (Loss) Income. Comprehensive (loss) income represents net (loss) income and certain amounts reported directly in stockholders' equity, such as net unrealized gain or loss on securities available-for-sale. The balance at March 31, 2018 included $786 thousand of unrealized losses for the year ended March 31, 2018. The balance at March 31, 2017 included $1.6 million of unrealized gains for the year ended March 31, 2017.
| |
NOTE 13. | EMPLOYEE BENEFIT AND STOCK COMPENSATION PLANS |
Savings Incentive Plan. Carver has a savings incentive plan, pursuant to Section 401(k) of the Board of Directors
The Board of Directors has adopted a written charter that sets forth the Finance and Audit Committee’s duties and responsibilities and reflects applicable rulesCode, for all eligible employees of the NASDAQ Stock MarketBank. The Bank matches contributions to the 401(k) Plan equal to 100% of pre-tax contributions made by each
employee up to a maximum of 3% of their pay, subject to IRS limitations. All such matching contributions are fully vested and SEC regulations.
All membersnon-forfeitable at all times regardless of the Financeyears of service with the Bank.
Under the profit-sharing feature, if the Bank achieves a minimum of 70% of its net income goal as mentioned previously, the Compensation Committee may authorize an annual non-elective contribution to the 401(k) Plan on behalf of each eligible employee up to 2% of the employee's annual pay, subject to IRS limitations. This non-elective contribution may be made regardless of whether the employee makes a contribution to the 401(k) Plan. Non-elective Bank contributions, if awarded, vest 20% each year for the first five years of employment and Auditare fully vested thereafter.
To be eligible for the matching contribution, the employee must be 21 years of age and have completed at least three months of service. To be eligible for the non-elective Carver contribution, the employee must also be employed as of the last day of the plan year.
Compensation expense recognized for the savings incentive plan was $261 thousand and $268 thousand, respectively, for fiscal 2018 and 2017.
Stock Option Plans.In September 2006, Carver stockholders approved the 2006 Stock Incentive Plan (the "2006 Incentive Plan") which provides for the grant of stock options, stock appreciation rights and restricted stock to employees and directors who are selected to receive awards by the Committee. The 2006 Incentive Plan authorizes Carver to grant awards with respect to 20,000 shares, but no more than 10,000 shares of restricted stock may be granted. Options are granted at a price not less than fair market value of Carver common stock at the time of the grant for a period not to exceed 10 years. Shares generally vest in 20% increments over 5 years, however, the Committee have been determined to be independentmay specify a different vesting schedule. At March 31, 2018, there were 4,133 options outstanding under the 2006 Incentive Plan and 1,733 were exercisable. All options are exercisable immediately upon a participant's disability, death or a change in control, as defined in the listing requirements2006 Incentive Plan, if the person is employed on that date. Pursuant to the plan, the Bank recognized $5 thousand and $4 thousand as expense for fiscal years 2018 and 2017, respectively.
In September 2014, Carver stockholders approved the Carver Bancorp, Inc. 2014 Equity Incentive Plan (the "2014 Incentive Plan") which provides for the grant of stock options, stock appreciation rights and restricted stock to executive officers and directors who are selected to receive awards by the Committee. The 2014 Incentive Plan authorizes Carver to grant awards with respect to 250,000 shares. All of the NASDAQ Stock Market. shares may be issued pursuant to stock options (all of which may be incentive stock options) or all of which may be issued pursuant to restricted stock awards or restricted stock units. Unless the Committee determines otherwise, the award agreements will specify that no award will vest more rapidly than 25% per year over a four-year period, with the first installment vesting one year after the date of grant, subject to acceleration upon the occurrence of specific events. During fiscal 2018, there were 1,000 options and 1,000 restricted stock awards issued. At March 31, 2018, there were 1,000 options outstanding under the 2014 Incentive Plan and none were exercisable. All options are exercisable immediately upon a participant's disability, death or change in control, as defined in the 2014 Incentive Plan, if the person is employed on that date. Pursuant to the plan, the Bank recognized less than $1 thousand as expense for fiscal year 2018.
Information regarding nonvested shares of restricted stock awards outstanding for the years ended March 31 is as follows:
|
| | | | | | | | | | | | | |
| 2018 | | 2017 |
| Shares | | Weighted Average Grant Price | | Shares | | Weighted Average Grant Price |
Outstanding, beginning of year | 3,200 |
| | $ | 5.56 |
| | 4,000 |
| | $ | 5.56 |
|
Granted | 1,000 |
| | 3.48 |
| | — |
| | — |
|
Vested | (800 | ) | | 5.56 |
| | (800 | ) | | 5.56 |
|
Forfeited | — |
| | — |
| | — |
| | — |
|
Outstanding, end of year | 3,400 |
| | $ | 4.52 |
| | 3,200 |
| | $ | 5.56 |
|
Information regarding stock options as of and for the years ended March 31 is as follows:
|
| | | | | | | | | | | | | |
| 2018 | | 2017 |
| Options | | Weighted Average Exercise Price | | Options | | Weighted Average Exercise Price |
Outstanding, beginning of year | 4,133 |
| | $ | 8.53 |
| | 5,924 |
| | $ | 81.65 |
|
Granted | 1,000 |
| | 3.48 |
| | — |
| | — |
|
Exercised | — |
| | — |
| | — |
| | — |
|
Expired/Forfeited | — |
| | — |
| | 1,791 |
| | 249.00 |
|
Outstanding, end of year | 5,133 |
| | $ | 7.54 |
| | 4,133 |
| | $ | 8.53 |
|
Exercisable, at year end | 1,733 |
| | | | 933 |
| | |
Information regarding stock options as of March 31, 2018 is as follows :
|
| | | | | | | | | | | | | | | | | | | | | |
| | | Options Outstanding | | Options Exercisable |
Range of Exercise Prices | | Shares | | Weighted Average Remaining Life | | Weighted Average Exercise Price | | Shares | | Weighted Average Exercise Price |
$ | 3.00 |
| $ | 5.00 |
| | 1,000 |
| | 9.71 | | $ | 3.48 |
| | — |
| | $ | 3.48 |
|
$ | 5.00 |
| $ | 5.99 |
| | 4,000 |
| | 7.23 | | $ | 5.56 |
| | 1,600 |
| | $ | 5.56 |
|
90.00 |
| $ | 104.85 |
| | 133 |
| | 2.36 | | 97.50 |
| | 133 |
| | 97.50 |
|
Total | | | 5,133 |
| | | | | | 1,733 |
| | |
There were no stock options awarded to employees during the year ended March 31, 2018. One new director who joined in fiscal year 2017 received a grant of 1,000 options in fiscal 2018. These options vest over five years.
At March 31, 2018, all outstanding options had no intrinsic value.
The Boardfair value of Directorsthe option grants was estimated on the date of the grant using the Black-Scholes option pricing model applying the following weighted average assumptions for the years ended March 31:
|
| | | | |
| 2018 | | 2017 |
Risk-free interest rate | 2.74 | % | | N/A |
Volatility | 10 | % | | N/A |
Expected life of option grants (years) | 7.5 |
| | N/A |
The Company recorded compensation expense of $5 thousand in fiscal 2018 and $4 thousand in fiscal 2017.
| |
NOTE 14. | COMMITMENTS AND CONTINGENCIES |
Credit Related Commitments. The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and in connection with its overall investment strategy. These instruments involve, to varying degrees, elements of credit, interest rate and liquidity risk. In accordance with GAAP, these instruments are not recorded in the consolidated financial statements. Such instruments primarily include lending obligations, including commitments to originate mortgage and consumer loans and to fund unused lines of credit.
The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments as it does for on-balance-sheet instruments.
The following table reflects the Bank's outstanding lending commitments and contractual obligations as of March 31:
|
| | | | | | | |
$ in thousands | 2018 | | 2017 |
Commitments to fund mortgage loans | $ | — |
| | $ | 900 |
|
Commitments to fund commercial and consumer loans | 2,457 |
| | 3,530 |
|
Lines of credit | 3,939 |
| | 8,527 |
|
Letters of credit | 69 |
| | 69 |
|
Commitment to fund private equity investment | 640 |
| | 640 |
|
| $ | 7,105 |
| | $ | 13,666 |
|
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of these commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the counterparty.
Mortgage Representation & Warranty Liabilities
During the period 2004 through 2009, the Bank originated 1-4 family residential mortgage loans and sold the loans to the Federal National Mortgage Association (“FNMA”). The loans were sold to FNMA with the standard representations and warranties for loans sold to the Government Sponsored Entities (GSE's). The Bank may be required to repurchase these loans in the event of breaches of these representations and warranties. In the event of a repurchase, the Bank is typically required to pay the unpaid principal balance as well as outstanding interest and fees. The Bank then recovers the loan or, if the loan has been foreclosed, the underlying collateral. The Bank is exposed to any losses on repurchased loans after giving effect to any recoveries on the collateral. The Bank has not received a request to repurchase any of these loans since the second quarter of fiscal 2015, and there have not been any additional requests from FNMA for loans to be reviewed. The reserves totaled $205 thousand as of March 31, 2018.
The following table presents information on open requests from FNMA. The amounts presented are based on outstanding loan principal balances.
|
| | | | |
$ in thousands | | Loans sold to FNMA |
Open claims as of March 31, 2017 (1) | | $ | 2,044 |
|
Gross new demands received | | — |
|
Loans repurchased/made whole | | — |
|
Demands rescinded | | — |
|
Advances on open claims | | — |
|
Principal payments received on open claims | | (31 | ) |
Open claims as of March 31, 2018 (1) | | $ | 2,013 |
|
| |
(1) | The open claims include all open requests received by the Bank where either FNMA has requested loan files for review, where FNMA has not formally rescinded the repurchase request or where the Bank has not agreed to repurchase the loan. The amounts reflected in this table are the unpaid principal balance and do not incorporate any losses the Bank would incur upon the repurchase of these loans. |
The table below summarizes changes in our representation and warranty reserves during fiscal 2018.
|
| | | | |
$ in thousands | | March 31, 2018 |
Representation and warranty repurchase reserve, March 31, 2017 (1) | | $ | 162 |
|
Net provision of repurchase losses (2) | | 43 |
|
Representation and warranty repurchase reserve, March 31, 2018 (1) | | $ | 205 |
|
(1) Reported in consolidated statements of financial condition as a component of other liabilities.
(2) Component of other non-interest expense.
Lease Commitments. Rentals under long-term operating leases for certain branches aggregated approximately $1.4 million and $1.3 million for fiscal years 2018 and 2017, respectively. As of March 31, 2018, minimum rental commitments under all non-cancelable leases with initial or remaining terms of more than one year and expiring through 2029 follow:
|
| | | | |
$ in thousands | | |
Year Ending March 31, | | |
2019 | | $ | 1,795 |
|
2020 | | 2,143 |
|
2021 | | 1,965 |
|
2022 | | 1,695 |
|
2023 | | 1,728 |
|
Thereafter | | 9,684 |
|
| | $ | 19,010 |
|
The Bank also has, in the normal course of business, commitments for services and supplies.
Legal Proceedings. From time to time, the Company and the Bank or one of its wholly-owned subsidiaries are parties to various legal proceedings incident to their business. At March 31, 2018, certain claims, suits, complaints and investigations (collectively “proceedings”) involving the Company and the Bank or a subsidiary, arising in the ordinary course of business, have been filed or are pending. The Company is unable at this time to determine the ultimate outcome of each proceeding, but believes, after discussions with legal counsel representing the Company and the Bank or the subsidiary in these proceedings, that it has meritorious defenses to each proceeding and appropriate measures have been taken to defend the interests of the Company, Bank or subsidiary. There were no legal proceedings pending or known to be contemplated against us that in the opinion of management, would be expected to have a material adverse effect on the financial condition or results of operations of the Company or the Bank.
| |
NOTE 15. | FAIR VALUE MEASUREMENTS |
On April 1, 2008, the Company adopted ASC Topic 820 which, among other things, defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. ASC 820 clarifies that fair value is an “exit” price, representing the amount that would be received when selling an asset, or paid when transferring a liability, in an orderly transaction between market participants. Fair value is thus a market-based measurement that should be determined based on assumptions that Robert R. Tarter, Pazel G. Jackson, Jr.market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1— Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2— Inputs to the valuation methodology include quoted prices for similar assets and Susan M. Tohbe each qualifyliabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3— Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instrument’s categorization within this valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following table presents, by valuation hierarchy, assets that are measured at fair value on a recurring basis as of March 31, 2018 and 2017, and that are included in the Company's Consolidated Statements of Financial Condition at these dates:
|
| | | | | | | | | | | | | | | |
| Fair Value Measurements at March 31, 2018, Using |
$ in thousands | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Fair Value |
Mortgage servicing rights | $ | — |
| | $ | — |
| | $ | 181 |
| | $ | 181 |
|
Investment securities | | | | | | | |
Available-for-sale: | | | | | | | |
Mortgage-backed securities: | | | | | | | |
Government National Mortgage Association | — |
| | 2,066 |
| | — |
| | 2,066 |
|
Federal Home Loan Mortgage Corporation | — |
| | 6,350 |
| | — |
| | 6,350 |
|
Federal National Mortgage Association | — |
| | 23,411 |
| | — |
| | 23,411 |
|
U.S. Government Agency securities | — |
| | 14,232 |
| | — |
| | 14,232 |
|
Corporate bonds | — |
| | 4,866 |
| | — |
| | 4,866 |
|
Other investments | — |
| | 9,351 |
| | 433 |
| | 9,784 |
|
Total available-for-sale securities | — |
| | 60,276 |
| | 433 |
| | 60,709 |
|
Total assets | $ | — |
| | $ | 60,276 |
| | $ | 614 |
| | $ | 60,890 |
|
| | | | | | | |
| Fair Value Measurements at March 31, 2017, Using |
$ in thousands | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Fair Value |
Mortgage servicing rights | $ | — |
| | $ | — |
| | $ | 192 |
| | $ | 192 |
|
Investment securities | | | | | | | |
Available-for-sale: | | | | | | | |
Mortgage-backed securities: | | | | | | | |
Government National Mortgage Association | — |
| | 2,487 |
| | — |
| | 2,487 |
|
Federal Home Loan Mortgage Corporation | — |
| | 7,858 |
| | — |
| | 7,858 |
|
Federal National Mortgage Association | — |
| | 26,313 |
| | — |
| | 26,313 |
|
U.S. Government Agency securities | — |
| | 7,482 |
| | — |
| | 7,482 |
|
Corporate bonds | — |
| | 4,964 |
| | — |
| | 4,964 |
|
Other investments | — |
| | 9,504 |
| | 403 |
| | 9,907 |
|
Total available-for-sale securities | — |
| | 58,608 |
| | 403 |
| | 59,011 |
|
Total assets | $ | — |
| | $ | 58,608 |
| | $ | 595 |
| | $ | 59,203 |
|
Instruments for which unobservable inputs are significant to their fair value measurement (i.e., Level 3) include mortgage servicing rights ("MSR") and other available-for-sale securities. Level 3 assets accounted for 0.1% of the Company's total assets at March 31, 2018 and 2017.
The Company reviews and updates the fair value hierarchy classifications on a quarterly basis. Changes from one quarter to the next that are related to the observable inputs to a fair value measurement may result in a reclassification from one hierarchy level to another.
Below is a description of the methods and significant assumptions utilized in estimating the fair value of available-for-sale securities and MSR:
Where quoted prices are available in an “audit committee financial expert.” The Financeactive market, securities are classified within Level 1 of the valuation hierarchy.
If quoted market prices are not available for the specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. These pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices, and Audit Committee receivedcredit spreads. In addition to market information, models also incorporate transaction details, such as maturity and cash flow assumptions. Securities valued in this manner would generally be classified within Level 2 of the required written disclosuresvaluation hierarchy and letter from KPMG LLP, Carver’s independent accountants forprimarily include such instruments as mortgage-related securities and corporate debt.
During the fiscal year ended March 31, 2016, required by applicable requirements2018, there were no transfers of investments into or out of each level of the Publicfair value hierarchy.
In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. In valuing certain securities, the determination of fair value may require benchmarking to similar instruments or analyzing default and recovery rates. Quoted price information for the MSRs is not available. Therefore, MSRs are valued using market-standard models to model the specific cash flow structure. Key inputs to the model consist of principal balance of loans being serviced, servicing fees and discount and prepayment rates.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company Accounting Oversight Boardbelieves its valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
The following table includes a rollforward of assets classified by the Company within Level 3 of the valuation hierarchy for the years ended March 31, 2018 and 2017:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
$ in thousands | Beginning balance, April 1, 2017 | | Total Realized/Unrealized Gains/(Losses) Recorded in Income (1) | | Issuances / (Settlements) | | Transfers to/(from) Level 3 | | Ending balance, March 31, 2018 | | Change in Unrealized Gains/(Losses) Related to Instruments Held at March 31, 2018 |
Available-for-Sale: | | | | | | | | | | | |
Other investments | $ | 403 |
| | $ | 30 |
| | $ | — |
| | $ | — |
| | $ | 433 |
| | $ | — |
|
| | | | | | | | | | | |
Mortgage Servicing Rights | 192 |
| | (11 | ) | | — |
| | — |
| | 181 |
| | (10 | ) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
$ in thousands | Beginning balance, April 1, 2016 | | Total Realized/Unrealized Gains/(Losses) Recorded in Income (1) | | Issuances / (Settlements) | | Transfers to/(from) Level 3 | | Ending balance, March 31, 2017 | | Change in Unrealized Gains/(Losses) Related to Instruments Held at March 31, 2017 |
Available-for-Sale | | | | | | | | | | | |
Other investments | $ | 193 |
| | $ | (1 | ) | | $ | 211 |
| | $ | — |
| | $ | 403 |
| | $ | — |
|
| | | | | | | | | | | |
Mortgage Servicing Rights | 201 |
| | (9 | ) | | — |
| | — |
| | 192 |
| | (9 | ) |
(1) Includes net servicing cash flows and the passage of time.
For Level 3 assets measured at fair value on a recurring basis as of March 31, 2018 and 2017, the significant unobservable inputs used in the fair value measurements were as follows:
|
| | | | | | | | | | |
$ in thousands | | Fair Value at March 31, 2018 | | Valuation Technique | | Significant Unobservable Inputs | | Significant Unobservable Input Value |
Available-for-Sale: | | | | | | | | |
Other investments | | 433 |
| | Cost | | n/a | |
|
| | | | | | | | |
Mortgage Servicing Rights | | 181 |
| | Discounted Cash Flow | | Weighted Average Constant Prepayment Rate (1) | | 20.03 | % |
| | | | | | Discount Rate | | 12.00 | % |
|
| | | | | | | | | | |
$ in thousands | | Fair Value at March 31, 2017 | | Valuation Technique | | Significant Unobservable Inputs | | Significant Unobservable Input Value |
Available-for-Sale: | | | | | | | | |
Other investments | | 403 |
| | Cost | | n/a | |
|
| | | | | | | | |
Mortgage Servicing Rights | | 192 |
| | Discounted Cash Flow | | Weighted Average Constant Prepayment Rate (1) | | 22.37 | % |
| | | | | | Discount Rate | | 12.00 | % |
(1) Represents annualized loan repayment rate assumptions
Certain assets are measured at fair value on a non-recurring basis. Such instruments are subject to fair value adjustments under certain circumstances (e.g. when there is evidence of impairment). The following table presents assets and liabilities that were measured at fair value on a non-recurring basis as of March 31, 2018 and 2017, and that are included in the Company's Consolidated Statements of Financial Condition at these dates:
|
| | | | | | | | | | | | | | | |
| Fair Value Measurements at March 31, 2018, Using |
$ in thousands | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Fair Value |
Impaired loans | $ | — |
| | $ | — |
| | $ | 4,476 |
| | $ | 4,476 |
|
Other real estate owned | $ | — |
| | $ | — |
| | $ | 1,145 |
| | $ | 1,145 |
|
| | | | | | | |
| | | | | | | |
| Fair Value Measurements at March 31, 2017, Using |
$ in thousands | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Fair Value |
Impaired loans | $ | — |
| | $ | — |
| | $ | 5,953 |
| | $ | 5,953 |
|
Other real estate owned | $ | — |
| | $ | — |
| | $ | 990 |
| | $ | 990 |
|
For Level 3 assets measured at fair value on a non-recurring basis as of March 31, 2018 and 2017, the significant unobservable inputs used in the fair value measurements were as follows:
|
| | | | | | | | | | |
$ in thousands | | Fair Value at March 31, 2018 | | Valuation Technique | | Significant Unobservable Inputs | | Significant Unobservable Input Value |
Impaired loans | | $ | 4,476 |
| | Appraisal of collateral | | Appraisal adjustments | | 7.5% cost to sell |
| | | | | | | | |
Other real estate owned | | 1,145 |
| | Appraisal of collateral | | Appraisal adjustments | | 7.5% cost to sell |
|
| | | | | | | | | | |
$ in thousands | | Fair Value at March 31, 2017 | | Valuation Technique | | Significant Unobservable Inputs | | Significant Unobservable Input Value |
Impaired loans | | $ | 5,953 |
| | Appraisal of collateral | | Appraisal adjustments | | 7.5% cost to sell |
| | | | | | | | |
Other real estate owned | | 990 |
| | Appraisal of collateral | | Appraisal adjustments | | 7.5% cost to sell |
The fair values of collateral dependent impaired loans are determined using various valuation techniques, including consideration of appraised values and other pertinent real estate market data.
Other real estate owned represents property acquired by the Bank in settlement of loans less costs to sell (i.e., through foreclosure, repossession or as an in-substance foreclosure). These assets are recorded at the lower of their cost or fair value. At the time of acquisition of the real estate owned, the real property value is adjusted to its current fair value. Any subsequent adjustments will be to the lower of cost or market.
| |
NOTE 16. | FAIR VALUE OF FINANCIAL INSTRUMENTS |
Disclosures regarding the independent registered public accounting firm’s communicationsfair value of financial instruments are required to include, in addition to the carrying value, the fair value of certain financial instruments, both assets and liabilities recorded on and off-balance sheet, for which it is practicable to estimate fair value. Accounting guidance defines financial instruments as cash, evidence of ownership of an entity, or a contract that conveys or imposes on an entity the contractual right or obligation to either receive or deliver cash or another financial instrument. The fair value of a financial instrument is discussed below. In cases where quoted market prices are not available, estimated fair values have been determined by the Bank using the best available data and estimation methodology suitable for each such category of financial instruments. For those loans and deposits with floating interest rates, it is presumed that estimated fair values generally approximate their recorded carrying value. The Bank's primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact the Audit Committee concerningBank's fair value of all interest-earning assets and interest-bearing liabilities, other than those which are short-term in maturity.
The carrying amounts and estimated fair values of the independent registered public accounting firm’s independence. Bank's financial instruments and estimation methodologies at March 31 are as follows:
|
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2018 |
$ in thousands | | Carrying Amount | | Estimated Fair Value | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Financial Assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 134,558 |
| | $ | 134,558 |
| | $ | 134,558 |
| | $ | — |
| | $ | — |
|
Available-for-sale securities | | 60,709 |
| | 60,709 |
| | — |
| | 60,276 |
| | 433 |
|
FHLB Stock | | 1,768 |
| | 1,768 |
| | — |
| | 1,768 |
| | — |
|
Held-to-maturity securities | | 12,075 |
| | 11,909 |
| | — |
| | 11,909 |
| | — |
|
Loans receivable | | 472,627 |
| | 469,382 |
| | — |
| | — |
| | 469,382 |
|
Accrued interest receivable | | 2,023 |
| | 2,023 |
| | — |
| | 2,023 |
| | — |
|
Mortgage servicing rights | | 181 |
| | 181 |
| | — |
| | — |
| | 181 |
|
Other assets - Interest-bearing deposits | | 971 |
| | 971 |
| | — |
| | 971 |
| | — |
|
Financial Liabilities: | | | | | | | | | | |
Deposits | | $ | 586,883 |
| | $ | 535,808 |
| | $ | 245,634 |
| | $ | 290,174 |
| | $ | — |
|
Advances from FHLB of New York | | 25,000 |
| | 24,970 |
| | — |
| | 24,970 |
| | — |
|
Other borrowed money | | 13,403 |
| | 14,565 |
| | — |
| | 14,565 |
| | — |
|
Accrued interest payable | | 1,086 |
| | 1,086 |
| | — |
| | 1,086 |
| | — |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2017 |
$ in thousands | | Carrying Amount | | Estimated Fair Value | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Financial Assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 58,686 |
| | $ | 58,686 |
| | $ | 58,686 |
| | $ | — |
| | $ | — |
|
Restricted cash | | 283 |
| | 283 |
| | — |
| | 283 |
| | — |
|
Securities available-for-sale | | 59,011 |
| | 59,011 |
| | — |
| | 58,608 |
| | 403 |
|
FHLB Stock | | 2,171 |
| | 2,171 |
| | — |
| | 2,171 |
| | — |
|
Securities held-to-maturity | | 13,435 |
| | 13,497 |
| | — |
| | 13,497 |
| | — |
|
Loans receivable | | 540,492 |
| | 543,929 |
| | — |
| | — |
| | 543,929 |
|
Loans held-for-sale | | 944 |
| | 944 |
| | — |
| | — |
| | 944 |
|
Accrued interest receivable | | 1,583 |
| | 1,583 |
| | — |
| | 1,583 |
| | — |
|
Mortgage servicing rights | | 192 |
| | 192 |
| | — |
| | — |
| | 192 |
|
Other assets - Interest-bearing deposits | | 985 |
| | 985 |
| | — |
| | 985 |
| | — |
|
Financial Liabilities: | | | | | | | | | | |
Deposits | | $ | 579,176 |
| | $ | 548,902 |
| | $ | 313,430 |
| | $ | 235,472 |
| | $ | — |
|
Advances from FHLB of New York | | 30,000 |
| | 29,994 |
| | — |
| | 29,994 |
| | — |
|
Other borrowed money | | 19,403 |
| | 18,896 |
| | — |
| | 18,896 |
| | — |
|
Accrued interest payable | | 390 |
| | 390 |
| | — |
| | 390 |
| | — |
|
Cash and Cash Equivalents
The Financecarrying amounts for cash and Audit Committee reviewedcash equivalents approximate fair value and discussedare classified as Level 1 because they mature in three months or less.
Restricted Cash
The carrying amounts for restricted cash approximates fair value and are classified as Level 2 because they represent short-term interest-bearing deposits.
Securities
The fair values for securities available-for-sale and securities held-to-maturity are based on quoted market or dealer prices, if available. If quoted market or dealer prices are not available, fair value is estimated using quoted market or dealer prices for similar securities. Available-for-sale securities are classified across Levels 2 and 3. Held-to-maturity securities are classified as Level 2.
FHLB Stock
Ownership in equity securities of the FHLB is restricted and there is no established market for resale. The carrying amount is at cost, and is classified as Level 2.
Loans Receivable
The fair value of loans receivable is estimated by discounting future cash flows, using current rates at which similar loans would be made to borrowers with Carver’ssimilar credit ratings and for the same remaining maturities of such loans. The method used to estimate the fair value of loans is extremely sensitive to the assumptions and estimates used. While management has attempted to use assumptions and KPMG LLPestimates that best reflect the audited financial statementsCompany's loan portfolio and current market conditions, a greater degree of objectivity is inherent in these values than in those determined in active markets. The loan valuations thus determined do not necessarily represent an “exit” price that would be achieved in an active market. Loans receivable are classified as Level 3.
Loans Held-for-Sale
Loans held-for-sale are carried at the lower of cost or market value and are classified as Level 3. The valuation methodology for loans held-for-sale are based upon amounts offered or other acceptable valuation methods and, in some instances, prior loan loss experience of Carver contained in Carver’sconnection with recent note sales.
Accrued Interest Receivable
The carrying amounts of accrued interest approximate fair value resulting in a Level 2 classification.
Mortgage Servicing Rights
The fair value of mortgage servicing rights is determined by discounting the present value of estimated future servicing cash flows using current market assumptions for prepayments, servicing costs and other factors and are classified as Level 3.
Interest-Bearing Deposits
The carrying amounts for interest-bearing deposits approximates fair value and are classified as Level 2 because they represent interest-bearing deposits with a maturity greater than one year.
Deposits
The fair value of demand, savings and club accounts is equal to the amount payable on demand at the reporting date. These deposits are classified as Level 1. The fair value of certificates of deposit is estimated using rates currently offered for deposits of similar remaining maturities resulting in a Level 2 classification. The fair value estimates do not include the benefit that results from the low-cost funding provided by deposit liabilities compared to the cost of borrowing funds in the market.
FHLB-NY Advances, Repos and Other Borrowed Money
The fair values of advances from the FHLB-NY, Repos and other borrowed money are estimated using the rates currently available to the Bank for debt with similar terms and remaining maturities and are classified as Level 2.
Accrued Interest Payable
The carrying amounts of accrued interest approximate fair value resulting in a Level 2 classification.
Commitments to Extend Credits, Commercial, and Standby Letters of Credit
The fair value of the commitments to extend credit was estimated to be immaterial as of March 31, 2018 and March 31, 2017. The fair value of commitments to extend credit and standby letters of credit was evaluated using fees currently charged to enter into similar agreements, taking into account the risk characteristics of the borrower, and estimated to be insignificant as of the reporting date.
| |
NOTE 17. | VARIABLE INTEREST ENTITIES |
The Company's subsidiary, Carver Statutory Trust I, is not consolidated with Carver Bancorp, Inc. for financial reporting purposes. Carver Statutory Trust I was formed in 2003 for the purpose of issuing $13 million aggregate liquidation amount of floating rate Capital Securities due September 17, 2033 (“Capital Securities”) and $0.4 million of common securities (which are the only voting securities of Carver Statutory Trust I), which are 100% owned by Carver Bancorp, Inc., and using the proceeds to acquire Junior Subordinated Debentures issued by Carver Bancorp, Inc. Carver Bancorp, Inc. has fully and unconditionally guaranteed the Capital Securities along with all obligations of Carver Statutory Trust I under the trust agreement relating to the Capital Securities.
The Bank's subsidiary, Carver Community Development Corporation (“CCDC”), was formed to facilitate its participation in local economic development and other community-based initiatives. Per the NMTC Award's Allocation Agreement between the CDFI Fund and CCDC, CCDC is permitted to form and sub-allocate credits to subsidiary Community Development Entities (“CDEs”) to facilitate investments in separate development projects.
The variable interest entities (“VIEs”) are consolidated, as required, where Carver has controlling financial interest in these entities and is deemed to be the primary beneficiary. Carver is normally deemed to have a controlling financial interest and be the primary beneficiary if it has both of the following characteristics:
(a) the power to direct activities of a VIE that most significantly impact the entities economic performance; and
(b) the obligation to absorb losses of the entity that could benefit from the activities that could potentially be significant to the VIE.
As none of the Bank's VIEs meet the above criteria, there are no consolidated VIEs at March 31, 2018.
The Bank's unconsolidated VIEs, in which the Company holds significant variable interests or has continuing involvement through servicing a majority of assets in a VIE at March 31, 2018 are presented below:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Involvement with SPE (000's) | Funded Exposure | Unfunded Exposure | Total |
| Recognized Gain (Loss) (000's) | Total Rights transferred | Significant unconsolidated VIE assets | Total Involvement with SPE asset | Debt Investments | Equity Investments | Funding Commitments | Maximum exposure to loss | |
Carver Statutory Trust 1 | $ | — |
| $ | — |
| $ | 13,400 |
| $ | 13,400 |
| $ | 13,000 |
| $ | 400 |
| $ | — |
| $ | — |
| $ | 13,400 |
|
CDE 16, CDE 17 | 900 |
| 20,500 |
| 15,564 |
| 15,564 |
| — |
| 2 |
| — |
| 7,995 |
| 7,997 |
|
CDE 18 | 600 |
| 13,254 |
| — |
| — |
| — |
| — |
| — |
| 5,169 |
| 5,169 |
|
CDE 19 | 500 |
| 10,746 |
| 11,033 |
| 11,033 |
| — |
| 1 |
| — |
| 4,191 |
| 4,192 |
|
CDE 20 | 625 |
| 12,500 |
| 11,951 |
| 11,951 |
| — |
| 1 |
| — |
| 4,875 |
| 4,876 |
|
CDE 21 | 625 |
| 12,500 |
| 12,003 |
| 12,003 |
| — |
| 1 |
| — |
| 4,875 |
| 4,876 |
|
Total | $ | 3,250 |
| $ | 69,500 |
| $ | 63,951 |
| $ | 63,951 |
| $ | 13,000 |
| $ | 405 |
| $ | — |
| $ | 27,105 |
| $ | 40,510 |
|
In June 2006, CCDC received a NMTC award of $59 million. CCDC has a contingent obligation to reimburse the investor for any loss or shortfall incurred as a result of the NMTC projects not being in compliance with certain regulations that would void the investor's ability to otherwise utilize tax credits stemming from the award. The NMTC compliance period was completed and CDEs 2-12 have been dissolved.
CCDC received a second NMTC award of $65 million in May 2009, and a third award of $25 million in August 2011. During the period from December 2009 to September 2012, CCDC transferred rights to investors in NMTC projects (entities CDEs 13-21). The NMTC compliance period was completed for CDEs 13, 14 and 15, and these entities have been dissolved. The NMTC compliance period was completed for CDE 18 and the entity will be dissolved. CCDC has a contingent obligation to reimburse the investors for any losses or shortfalls incurred as a result of the NMTC projects not being in compliance with certain regulations that would void the investors' ability to otherwise utilize tax credits stemming from the award.
CCDC established various special purpose entities (CDEs 22-25) through which its investments in NMTC eligible activities will be conducted. As of March 31, 2018, there have been no activities in these entities.
| |
NOTE 18. | OTHER NON-INTEREST INCOME AND EXPENSE |
The following table sets forth other non-interest income and expense totals exceeding 1% of the aggregate of total interest income and non-interest income for any of the years presented:
|
| | | | | | | |
| Years Ended March 31, |
$ in thousands | 2018 | | 2017 |
Other non-interest income: | | | |
Compliance fee | $ | 298 |
| | $ | 397 |
|
Other | 283 |
| | 384 |
|
Total non-interest income | $ | 581 |
| | $ | 781 |
|
| | | |
Other non-interest expense: | | | |
Advertising | 311 |
| | 465 |
|
Legal expense | 475 |
| | 860 |
|
Insurance and surety | 605 |
| | 675 |
|
Audit expense | 1,230 |
| | 1,333 |
|
Outsourced service | 530 |
| | 417 |
|
Data lines / internet | 291 |
| | 311 |
|
Retail expenses | 829 |
| | 729 |
|
Chargeoffs and other losses | 48 |
| | 894 |
|
Other | 3,341 |
| | 3,301 |
|
Total non-interest expense | $ | 7,660 |
| | $ | 8,985 |
|
NOTE 19.QUARTERLY FINANCIAL DATA (UNAUDITED)
The following tables set forth certain unaudited financial data for our quarterly operations in fiscal year 20162018 and 2017. The following information has been prepared on the same basis as the annual information presented elsewhere in this report on Form 10-K.and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information for the quarterly periods presented. The Financeoperating results for any quarter are not necessarily indicative of results for any future period.
|
| | | | | | | | | | | | | | | |
$ in thousands, except per share data | June 30, 2017 | | September 30, 2017 | | December 31, 2017 | | March 31, 2018 |
Fiscal 2017 | | | | | | | |
Interest income | $ | 6,171 |
| | $ | 6,339 |
| | $ | 6,053 |
| | $ | 5,796 |
|
Interest expense | 1,218 |
| | 1,252 |
| | 1,364 |
| | 1,446 |
|
Net interest income | 4,953 |
| | 5,087 |
| | 4,689 |
| | 4,350 |
|
Provision for loan losses | 120 |
| | 4 |
| | 6 |
| | 5 |
|
Non-interest income | 1,209 |
| | 1,139 |
| | 1,346 |
| | 10,665 |
|
Non-interest expense | 6,653 |
| | 6,786 |
| | 6,942 |
| | 7,601 |
|
Income tax expense | 30 |
| | 30 |
| | 31 |
| | (124 | ) |
Net income (loss) | $ | (641 | ) | | $ | (594 | ) | | $ | (944 | ) | | $ | 7,533 |
|
Earnings (loss) per common share | | | | | | |
Basic | $ | (0.17 | ) | | $ | (0.16 | ) | | $ | (0.26 | ) | | $ | 0.82 |
|
Diluted | $ | (0.17 | ) | | $ | (0.16 | ) | | $ | (0.26 | ) | | $ | 0.82 |
|
|
| | | | | | | | | | | | | | | |
$ in thousands, except per share data | June 30, 2016 | | September 30, 2016 | | December 31, 2016 | | March 31, 2017 |
Fiscal 2016 | | | | | | | |
Interest income | $ | 6,920 |
| | $ | 6,326 |
| | $ | 6,147 |
| | $ | 6,733 |
|
Interest expense | 1,262 |
| | 1,223 |
| | 1,282 |
| | 1,151 |
|
Net interest income | 5,658 |
| | 5,103 |
| | 4,865 |
| | 5,582 |
|
(Recovery of) provision for loan losses | (204 | ) | | (160 | ) | | (128 | ) | | 521 |
|
Non-interest income | 1,140 |
| | 1,257 |
| | 1,071 |
| | 1,150 |
|
Non-interest expense | 6,640 |
| | 6,771 |
| | 6,957 |
| | 8,163 |
|
Income tax expense | 37 |
| | — |
| | — |
| | 82 |
|
Net income (loss) | $ | 325 |
| | $ | (251 | ) | | $ | (893 | ) | | $ | (2,034 | ) |
Earnings (loss) per common share | | | | | | | |
Basic | $ | 0.04 |
| | $ | (0.07 | ) | | $ | (0.24 | ) | | $ | (0.55 | ) |
Diluted | $ | 0.04 |
| | $ | (0.07 | ) | | $ | (0.24 | ) | | $ | (0.55 | ) |
| |
NOTE 20. | CARVER BANCORP, INC. - PARENT COMPANY ONLY |
CONDENSED STATEMENTS OF FINANCIAL CONDITION
|
| | | | | | | |
| As of March 31, |
$ in thousands | 2018 | | 2017 |
Assets | | | |
Cash on deposit with subsidiaries | $ | 494 |
| | $ | 492 |
|
Investment in subsidiaries | 66,235 |
| | 60,921 |
|
Other assets | 66 |
| | 15 |
|
Total assets | $ | 66,795 |
| | $ | 61,428 |
|
| | | |
Liabilities and Stockholders' Equity | | | |
Borrowings | $ | 13,403 |
| | $ | 13,403 |
|
Accounts payable to subsidiaries | 393 |
| | 228 |
|
Other liabilities | 1,028 |
| | 399 |
|
Total liabilities | $ | 14,824 |
| | $ | 14,030 |
|
| | | |
Stockholders’ equity | $ | 51,971 |
| | $ | 47,398 |
|
Total liabilities and stockholders’ equity | $ | 66,795 |
| | $ | 61,428 |
|
CONDENSED STATEMENTS OF OPERATIONS
|
| | | | | | | |
| Years Ended March 31, |
$ in thousands | 2018 | | 2017 |
Income | | | |
Equity in net income (loss) from subsidiaries | $ | 6,097 |
| | $ | (2,048 | ) |
Other income | 20 |
| | 26 |
|
Total income | 6,117 |
| | (2,022 | ) |
Expenses | | | |
Interest expense on borrowings | 624 |
| | 568 |
|
Shareholder expense | 49 |
| | 82 |
|
Other | 90 |
| | 181 |
|
Total expense | 763 |
| | 831 |
|
Net income (loss) | $ | 5,354 |
| | $ | (2,853 | ) |
Comprehensive income (loss) | $ | 4,568 |
| | $ | (4,486 | ) |
CONDENSED STATEMENTS OF CASH FLOW
|
| | | | | | | |
| Years Ended March 31, |
$ in thousands | 2018 | | 2017 |
Cash Flows From Operating Activities | | | |
Net income (loss) | $ | 5,354 |
| | $ | (2,853 | ) |
Adjustments to reconcile net loss to net cash from operating activities: | | | |
Equity in net (income) loss of subsidiaries | (6,097 | ) | | 2,048 |
|
(Increase) decrease in other assets | (51 | ) | | 54 |
|
Increase in accounts payable to subsidiaries | 166 |
| | 176 |
|
Increase (decrease) in other liabilities | 630 |
| | (1,928 | ) |
Net cash provided by (used in) operating activities | 2 |
| | (2,503 | ) |
| | | |
Net increase (decrease) in cash | 2 |
| | (2,503 | ) |
Cash and cash equivalents – beginning | 492 |
| | 2,995 |
|
Cash and cash equivalents – ending | $ | 494 |
| | $ | 492 |
|
| |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
None.
| |
ITEM 9A. | CONTROLS AND PROCEDURES. |
(a) Evaluation of Controls and Audit Committee has also discussed with KPMG LLPProcedures
Disclosure controls and procedures are the matterscontrols and other procedures that are designed to ensure that information required to be discussed pursuantdisclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. As of March 31, 2018, the Company's management, including the Company's Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer), has evaluated the effectiveness of the Company's disclosure controls and procedures as defined in Rules 13a-15 and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must necessarily reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2018.
(b) Management's Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's system of internal control is designed under the supervision of management, including the Company's Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with U.S. GAAP. The Company's internal control over financial reporting includes policies and procedures that pertain to the Codified Statements on Auditing Standards No. 61,maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as amended or supplemented.
Throughoutnecessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are made only in accordance with the year, the Finance and Audit Committee had full access toauthorization of management and the independent and internal auditors for Carver. The Finance and Audit Committee consulted with advisors regardingBoards of Directors of the Sarbanes-Oxley Act of 2002, the NASDAQ Stock Market’s corporate governance listing standardsCompany and the corporate governance environment in generalBank; and considered any additional requirementsprovide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the FinanceCompany's assets that could have a material effect on the Company's financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with policies and Auditprocedures may deteriorate.
The management of Carver Bancorp, Inc., with participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2018. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control -- Integrated Framework (2013). Based on the assessment under COSO, management determined that our internal control over financial reporting was effective as well as additional procedures or mattersof March 31, 2018. As of the Finance and Audit Committee should consider. Following the end ofprior fiscal year 2016,ended March 31, 2017, management had identified material weaknesses in internal controls relating to the Financelack of timely identification and Audit Committee approvedaccounting for loan maintenance changes and payment application and the retentionfailure of BDO USA, LLPcontrols over general ledger account reconciliations to timely identify and account for stale-dated and other uncollectible reconciling items. These material weaknesses had a material effect on our reported financial condition or results of operations as Carver’s independent accounting firmof and receivedfor the Board’s ratificationperiod ended March 31, 2017 and resulted in the restatement of this decision. The Finance and Audit Committee acts only in an oversight capacity and necessarily relies on the assurances and work of Carver’s management and independent auditors who expressed an opinion on Carver’s annualprior period financial statements. Carver's management has the primary responsibility for theThe remediation of our internal controls over financial statements and the reporting process, including the systems of internal control.
Based on its review and discussions describedwas completed in the immediately preceding paragraphs, the Finance and Audit Committee recommended to the Board of Directors that the audited financial statements included in Carver’s fiscal year 20162018, per the Remediation Plan disclosed in our Annual Report on Form 10-K be includedfor the year ended March 31, 2017. All changes disclosed in that report.the Remediation Plan were successfully implemented during the fiscal year 2018, and the material weaknesses cited as of March 31, 2017 have been remediated.
32This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
(c) Changes in Internal Control Over Financial Reporting
Other than the remediations noted in paragraph (b) above, there have not been any changes in the Company’s internal control over financial reporting during the fiscal year ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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ITEM 9B. | OTHER INFORMATION. |
None.
PART III
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ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE. |
Information concerning Executive Officers of the Company which responds to this Item is incorporated by reference from the section entitled "Executive Officers and Key Managers of Carver and Carver Federal" in the Company's definitive proxy statement to be filed in connection with the 2018 Annual Meeting of Stockholders (the "Proxy Statement"). The information that responds to this Item with respect to Directors is incorporated by reference from the section entitled "Election of Directors" in the Proxy Statement. Information with respect to compliance by the Company's Directors and Executive Officers with Section 16(a) of the Exchange Act is incorporated by reference from the subsection entitled "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement.
Information regarding the audit committee of the Company's Board of Directors, including information regarding audit committee financial experts serving on the audit committee, is presented under the heading "Corporate Governance" in the Company's Proxy Statement and is incorporated herein by reference. Information regarding the process for shareholder nomination of directors is incorporated by reference from the Proxy Statement and presented under the heading "Corporate Governance."
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ITEM 11. | EXECUTIVE COMPENSATION. |
The information required in response to this Item is incorporated by reference from the section entitled "Compensation of Directors and Executive Officers" in the Proxy Statement.
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ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
The information required in response to this Item is incorporated by reference from the section entitled "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement.
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ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. |
The information required in response to this Item is incorporated by reference from the section entitled "Transactions with Certain Related Persons" in the Proxy Statement.
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ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
The information required in response to this Item is incorporated by reference from the section entitled "Auditor Fee Information" in the Proxy Statement.
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ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
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I. | List of Documents Filed as Part of this Annual Report on Form 10-K |
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A. | The following consolidated financial statements are included in Item 8 of this Annual Report: |
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1. | Report of Independent Registered Public Accounting Firm |
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2. | Consolidated Statements of Financial Condition as of March 31, 2018 and 2017 |
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3. | Consolidated Statements of Operations for the years ended March 31, 2018 and 2017 |
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4. | Consolidated Statements of Comprehensive Loss for the years ended March 31, 2018 and 2017 |
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5. | Consolidated Statements of Changes in Equity for the years ended March 31, 2018 and 2017 |
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6. | Consolidated Statements of Cash Flows for the years ended March 31, 2018 and 2017 |
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7. | Notes to Consolidated Financial Statements. |
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B. | Financial Statement Schedules. Financial statement schedules are included in Item 8 of this Annual Report. |
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II. | Exhibits required by Item 601 of Regulation S-K: |
III. Exhibits required by Rule 405 of Regulation S-T
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ITEM 16. | FORM 10-K SUMMARY. |
None.
EXHIBIT INDEX
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Exhibit Number | | Description |
3.1 | | Certificate of Incorporation of Carver Bancorp, Inc. (1) |
3.2 | | Second Amended and Restated Bylaws of Carver Bancorp, Inc. (2) |
4.1 | | Stock Certificate of Carver Bancorp, Inc. (1) |
10.1 | | Carver Federal Savings Bank 401(k) Savings Plan in RSI Retirement Trust, as amended and restated effective as of January 1, 1997 and including provisions effective through January 1, 2002 (3) |
10.2 | | First Amendment to the Restatement of the Carver Federal Savings Bank 401(k) Savings Plan (3) |
10.3 | | Second Amendment to the Restatement of the Carver Federal Savings Bank 401(k) Savings Plan for EGTRRA (3) |
10.4 | | Carver Bancorp, Inc. 2006 Stock Incentive Plan, effective as of September 12, 2006 (4) |
10.5 | | Performance Compensation Plan of Carver Bancorp, Inc. effective as of December 14, 2006 ( 5) |
10.6 | | Amendment to the Carver Bancorp, Inc. Stock Incentive Plan (6) |
10.7 | | Amendment to the Carver Bancorp, Inc. Performance Compensation Plan (6) |
10.8 | | Employment Agreement Entered into as of January 1, 2015 Between Carver Federal Savings Bank and Michael T. Pugh (7) (*) |
10.9 | | Carver Bancorp, Inc. 2014 Equity Incentive Plan (8) |
10.10 | | Formal Agreement by and between Carver Federal Savings Bank and the Office of the Comptroller of the Currency (9) |
14 | | Code of Ethics (10) |
21.1 | | |
31.1 | | |
31.2 | | |
32.1 | | |
32.2 | | |
Exhibits 101 | | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, (vi) the Notes to the Consolidated Financial Statements tagged as blocks of texts and in detail |
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(1) | Incorporated herein by reference to Registration Statement No. 333-5559 on Form S-4 of the Registrant filed with the Securities and Exchange Commission on June 7, 1996. |
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(2) | Incorporated herein by reference to the Exhibits to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2007. |
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(3) | Incorporated herein by reference to the Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2003. |
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(4) | Incorporated herein by reference to the Exhibits to the Registrant's Definitive Proxy Statement on Form 14A filed with the Securities and Exchange Commission on July 31, 2006. |
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(5) | Incorporated herein by reference to the Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2007. |
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(6) | Incorporated herein by reference to the Exhibits to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2009, filed with the Securities and Exchange Commission on February 17, 2009. |
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(7) | Incorporated herein by reference to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2015. |
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(8) | Incorporated herein by reference to the Registrant's Definitive Proxy Statement on Form 14A for the 2014 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on July 29, 2014. |
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(9) | Incorporated herein by reference to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2016. |
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(10) | Incorporated herein by reference to the Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2006. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | CARVER BANCORP, INC. | |
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August 18, 2016June 29, 2018 | By | /s/ Michael T. Pugh | |
| | Michael T. Pugh | |
| | President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on August 12, 2016June 29, 2018 by the following persons on behalf of the Registrant and in the capacities indicated.
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/s/ Michael T. Pugh | President and Chief Executive Officer |
Michael T. Pugh | (Principal Executive Officer) |
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/s/ Christina L. Maier | First Senior Vice President and Chief Financial Officer |
Christina L. Maier | (Principal Accounting Officer and Principal Financial Officer) |
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/s/ Deborah C. WrightRobert R. Tarter | Chairman |
Deborah C. WrightRobert R. Tarter | |
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/s/ Ingrid LaMae deJongh | Director |
Ingrid LaMae deJongh | |
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/s/ Colvin W. Grannum | Director |
Colvin W. Grannum | |
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/s/ Robert Holland, Jr. | Lead Director |
Robert Holland, Jr. | |
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/s/ Pazel G. Jackson, Jr. | Director |
Pazel G. Jackson, Jr. | |
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/s/ Lewis P. Jones III | Director |
Lewis P. Jones III | |
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/s/ Kenneth J. Knuckles | Director |
Kenneth J. Knuckles | |
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/s/ Craig C. MacKay | Director |
Craig C. MacKay | |
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/s/ Robert W. Mooney | Director |
Robert W. Mooney | |
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/s/ Michael T. Pugh | Director |
Michael T. Pugh | |
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/s/ Janet L. Rollé | Director |
Janet L. Rollé | |
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/s/ Robert R. Tarter | Director |
Robert R. Tarter | |
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/s/ Susan M. Tohbe | Director |
Susan M. Tohbe | |