UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2017June 30, 2018
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission File Number: 001-13007
CARVER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
 
13-3904174
(I.R.S. Employer Identification No.)
   
75 West 125th Street, New York, New York
(Address of Principal Executive Offices)
 
10027
(Zip Code)
Registrant’s telephone number, including area code: (718) 230-2900
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes   o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes   oNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
o Large Accelerated Filer
o Accelerated Filer
o Non-accelerated Filer
þ  Smaller Reporting Company
   
o Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class Outstanding at February 12,August 13, 2018
Common Stock, par value $0.01 3,696,0873,698,664

TABLE OF CONTENTS
  Page
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
   
   
   
 
   
   
   
   
   
   
   
   
   
 Exhibit 11 
 Exhibit 31.1 
 Exhibit 31.2 
 Exhibit 32.1 
 Exhibit 32.2��
 Exhibit 101 

PART I. FINANCIAL INFORMATION

CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
December 31, 2017 March 31, 2017June 30, 2018 March 31, 2018
$ in thousands except per share data      
ASSETS      
Cash and cash equivalents:      
Cash and due from banks$76,383
 $58,428
$91,575
 $134,299
Money market investments258
 258
509
 259
Total cash and cash equivalents76,641
 58,686
92,084
 134,558
Restricted cash
 283
Investment securities:      
Available-for-sale, at fair value55,087
 59,011
65,828
 60,709
Held-to-maturity, at amortized cost (fair value of $12,416 and $13,497 at December 31, 2017 and March 31, 2017, respectively)12,394
 13,435
Held-to-maturity, at amortized cost (fair value of $11,603 and $11,909 at June 30, 2018 and March 31, 2018, respectively)11,844
 12,075
Equity securities9,710
 
Total investment securities67,481
 72,446
87,382
 72,784
   
Loans held-for-sale (HFS)
 944
      
Loans receivable:      
Real estate mortgage loans421,422
 471,444
346,960
 370,261
Commercial business loans69,357
 65,114
99,974
 102,203
Consumer loans5,929
 8,994
4,962
 5,289
Loans, gross496,708
 545,552
451,896
 477,753
Allowance for loan losses(5,070) (5,060)(5,187) (5,126)
Total loans receivable, net491,638
 540,492
446,709
 472,627
Premises and equipment, net5,970
 5,427
3,532
 2,970
Federal Home Loan Bank of New York (“FHLB-NY”) stock, at cost1,768
 2,171
566
 1,768
Accrued interest receivable1,728
 1,583
1,912
 2,023
Other assets10,734
 5,829
5,813
 7,180
Total assets$655,960
 $687,861
$637,998
 $693,910
      
LIABILITIES AND EQUITY      
LIABILITIES      
Deposits:      
Non-interest bearing checking$62,868
 $61,576
$59,116
 $62,905
Interest-bearing deposits   
Interest-bearing deposits:   
Interest-bearing checking23,866
 37,180
25,337
 23,570
Savings100,219
 100,913
102,784
 102,550
Money market105,174
 140,807
100,408
 101,990
Certificates of deposit267,119
 236,342
267,817
 293,513
Escrow1,475
 2,358
1,521
 2,355
Total interest-bearing deposits497,853
 517,600
497,867
 523,978
Total deposits560,721
 579,176
556,983
 586,883
Advances from the FHLB-NY and other borrowed money38,403
 49,403
13,403
 38,403
Other liabilities11,411
 11,884
17,008
 16,653
Total liabilities610,535
 640,463
587,394
 641,939
      
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
45,118
 45,118
Common stock (par value $0.01 per share: 10,000,000 shares authorized; 3,698,031 shares issued; 3,696,087 shares outstanding)61
 61
Common stock (par value $0.01 per share: 10,000,000 shares authorized; 3,700,608 and 3,698,031 shares issued; 3,698,664 and 3,697,914 shares outstanding at June 30, 2018 and March 31, 2018, respectively)61
 61
Additional paid-in capital55,477
 55,474
55,480
 55,479
Accumulated deficit(53,077) (50,898)(47,295) (45,544)
Treasury stock, at cost (1,944 shares)(417) (417)(417) (417)
Accumulated other comprehensive loss(1,737) (1,940)(2,343) (2,726)
Total equity45,425
 47,398
50,604
 51,971
Total liabilities and equity$655,960
 $687,861
$637,998
 $693,910
See accompanying notes to consolidated financial statements

CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
  Three Months Ended December 31, 
Nine Months Ended
December 31,
$ in thousands, except per share data 2017 
2016
Restated (1)
 2017 
2016
Restated (1)
Interest income:        
Loans $5,471
 $5,685
 $16,920
 $18,062
Mortgage-backed securities 238
 223
 733
 539
Investment securities 163
 174
 477
 597
Money market investments 181
 65
 433
 195
Total interest income 6,053
 6,147
 18,563
 19,393
         
Interest expense:        
Deposits 1,073
 966
 2,961
 2,830
Advances and other borrowed money 291
 316
 873
 937
Total interest expense 1,364
 1,282
 3,834
 3,767
         
Net interest income 4,689
 4,865
 14,729
 15,626
Provision for (recovery of) loan losses 6
 (128) 130
 (492)
Net interest income after provision for (recovery of) loan losses 4,683
 4,993
 14,599
 16,118
         
Non-interest income:        
Depository fees and charges 817
 847
 2,563
 2,452
Loan fees and service charges 172
 82
 414
 287
Gain on sale of securities 
 
 
 58
Gain on sale of loans, net 
 
 
 4
Gain on sale of real estate owned, net of market value adjustment 184
 
 250
 
Gain on sale of building, net 18
 18
 52
 52
Lower of cost or market adjustment on loans held-for-sale 
 (26) 
 (26)
Other 155
 150
 415
 641
Total non-interest income 1,346
 1,071
 3,694
 3,468
         
Non-interest expense:        
Employee compensation and benefits 3,204
 3,112
 9,335
 9,042
Net occupancy expense 856
 812
 2,555
 2,353
Equipment, net 242
 173
 626
 561
Data processing 385
 379
 1,203
 1,078
Consulting fees 186
 218
 620
 486
Federal deposit insurance premiums 163
 186
 460
 515
Other 1,906
 2,077
 5,582
 6,333
Total non-interest expense 6,942
 6,957
 20,381
 20,368
         
Loss before income taxes (913) (893) (2,088) (782)
   Income tax expense 31
 
 91
 37
Net loss $(944) $(893) $(2,179) $(819)
         
Net loss per common share:        
Basic $(0.26) $(0.24) $(0.59) $(0.22)
Diluted (0.26) (0.24) (0.59) (0.22)
(1) December 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. Refer to Note 1 for further detail.

  Three Months Ended June 30,
$ in thousands, except per share data 2018 2017
Interest income:    
Loans $5,186
 $5,652
Mortgage-backed securities 230
 250
Investment securities 264
 158
Money market investments 443
 111
Total interest income 6,123
 6,171
     
Interest expense:    
Deposits 1,348
 932
Advances and other borrowed money 277
 286
Total interest expense 1,625
 1,218
     
Net interest income 4,498
 4,953
Provision for loan losses 5
 120
Net interest income after provision for loan losses 4,493
 4,833
     
Non-interest income:    
Depository fees and charges 833
 895
Loan fees and service charges 72
 98
Gain on sale of building, net 154
 17
Other 245
 199
Total non-interest income 1,304
 1,209
     
Non-interest expense:    
Employee compensation and benefits 3,170
 3,059
Net occupancy expense 932
 827
Equipment, net 250
 193
Data processing 424
 393
Consulting fees 40
 240
Federal deposit insurance premiums 250
 147
Other 1,761
 1,794
Total non-interest expense 6,827
 6,653
     
Loss before income taxes (1,030) (611)
   Income tax expense 
 30
Net loss $(1,030) $(641)
     
Net loss per common share:    
Basic $(0.28) $(0.17)
Diluted (0.28) (0.17)

See accompanying notes to consolidated financial statements






CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
  Three Months Ended December 31, Nine Months Ended December 31,
$ in thousands 2017 
2016
Restated (1)
 2017 
2016
Restated (1)
Net loss $(944) $(893) $(2,179) $(819)
Other comprehensive income (loss), net of tax:        
Change in unrealized loss of securities available-for-sale, net of income tax expense of $0 (305) (1,836) 203
 (1,736)
Less: Reclassification adjustment for gains on sale of available-for-sale securities, net of income tax expense of $0 
 
 
 58
Total other comprehensive income (loss), net of tax (305) (1,836) 203
 (1,794)
Total comprehensive loss, net of tax $(1,249) $(2,729) $(1,976) $(2,613)
(1) December 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. Refer to Note 1 for further detail.

  Three Months Ended June 30,
$ in thousands 2018 2017
Net loss $(1,030) $(641)
Other comprehensive (loss) income, net of tax:    
Unrealized (loss) gain of securities available-for-sale, net of income tax expense of $0 (338) 376
Total comprehensive loss, net of tax $(1,368) $(265)

See accompanying notes to consolidated financial statements


CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the NineThree Months Ended December 31,June 30, 2018 and 2017 and 2016
(Unaudited)
$ in thousands Preferred Stock Common Stock Additional Paid-In Capital Accumulated Deficit Treasury Stock Accumulated Other Comprehensive Loss Total Equity
Balance — March 31, 2017 $45,118
 $61
 $55,474
 $(50,898) $(417) $(1,940) $47,398
Net loss 
 
 
 (2,179) 
 
 (2,179)
Other comprehensive income, net of taxes 
 
 
 
 
 203
 203
Stock based compensation expense 
 
 3
 
 
 
 3
Balance — December 31, 2017 $45,118
 $61
 $55,477
 $(53,077) $(417) $(1,737) $45,425
               
Balance — March 31, 2016 Restated (1)
 $45,118
 $61
 $55,470
 $(48,045) $(417) $(307) $51,880
Net loss  Restated (1)
 
 
 
 (819) 
 
 (819)
Other comprehensive income, net of taxes 
 
 
 
 
 (1,794) (1,794)
Balance — December 31, 2016 Restated (1)
 $45,118
 $61
 $55,470
 $(48,864) $(417) $(2,101) $49,267
(1) December 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. Refer to Note 1 for further detail.
$ in thousands Preferred Stock Common Stock Additional Paid-In Capital Accumulated Deficit Treasury Stock Accumulated Other Comprehensive Loss Total Equity
Balance — March 31, 2018 $45,118
 $61
 $55,479
 $(45,544) $(417) $(2,726) $51,971
Net loss 
 
 
 (1,030) 
 
 (1,030)
Other comprehensive income, net of taxes 
 
 
 
 
 (338) (338)
AOCI reclassification (adoption of ASU 2016-01) 
 
 
 (721) 
 721
 
Stock based compensation expense 
 
 1
 
 
 
 1
Balance — June 30, 2018 $45,118
 $61
 $55,480
 $(47,295) $(417) $(2,343) $50,604
               
Balance — March 31, 2017 $45,118
 $61
 $55,474
 $(50,898) $(417) $(1,940) $47,398
Net loss 
 
 
 (641) 
 
 (641)
Other comprehensive income, net of taxes 
 
 
 
 
 376
 376
Stock based compensation expense 
 
 1
 2
 
 
 3
Balance — June 30, 2017 $45,118
 $61
 $55,475
 $(51,537) $(417) $(1,564) $47,136

See accompanying notes to consolidated financial statements

CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
  Nine Months Ended December 31,
$ in thousands 2017 
2016
Restated (1)
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss (1)
 $(2,179) $(819)
     
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:    
Provision for (recovery of) loan losses 130
 (492)
Stock based compensation expense 3
 
Depreciation and amortization expense 602
 646
Gain on sale of real estate owned, net of market value adjustment (250) 
Gain on sale of securities, net 
 (58)
Gain on sale of loans, net 
 (4)
Gain on sale of building (52) (52)
Amortization and accretion of loan premiums and discounts and deferred charges 171
 176
Amortization and accretion of premiums and discounts — securities 255
 259
Market adjustment on held-for-sale loans 
 26
(Increase) decrease in accrued interest receivable (1)
 (145) 343
(Increase) decrease in other assets (1)
 (4,739) 1,140
(Decrease) in other liabilities (1)
 (473) (1,632)
Net cash used in operating activities (6,677) (467)
CASH FLOWS FROM INVESTING ACTIVITIES 
  
Purchases of investments: Available-for-sale 
 (30,761)
Proceeds sales of investments: Available-for-sale 
 7,259
Proceeds from principal payments, maturities and calls of investments: Available-for-sale 3,916
 17,569
Proceeds from principal payments, maturities and calls of investments: Held-to-maturity 998
 1,340
Originations of loans held-for-investment, net of repayments 46,768
 44,944
Loans purchased from third parties 
 (13,896)
Proceeds from sale of loans held-for-sale 
 4,645
Proceeds on sale of loans 1,986
 5,401
Decrease (increase) in restricted cash 283
 (44)
Redemption of FHLB-NY stock, net 403
 307
Purchase of premises and equipment (1,145) (132)
Proceeds from sales of real estate owned 878
 169
Net cash provided by investing activities 54,087
 36,801
CASH FLOWS FROM FINANCING ACTIVITIES    
Net decrease in deposits (18,455) (28,583)
Net decrease in FHLB-NY advances and other borrowings (11,000) (10,000)
Net cash used in financing activities (29,455) (38,583)
Net increase (decrease) in cash and cash equivalents 17,955
 (2,249)
Cash and cash equivalents at beginning of period 58,686
 63,188
Cash and cash equivalents at end of period $76,641
 $60,939
     
Supplemental cash flow information:    
Noncash financing and investing activities    
Transfers (from) to held-for-sale loans (to) from portfolio loans $(944) $18,518
Transfers to real estate owned $867
 $462
     
Cash paid for:    
Interest $3,305
 $5,818
Income taxes $225
 $57
(1) December 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. Refer to Note 1 for further detail.
  Three Months Ended June 30,
$ in thousands 2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss (1,030) (641)
     
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:    
Provision for loan losses 5
 120
Stock based compensation expense 1
 3
Depreciation and amortization expense 146
 203
Gain on sale of real estate owned, net of market value adjustment (70) (67)
Gain on sale of building (154) (17)
Amortization and accretion of loan premiums and discounts and deferred charges 126
 94
Amortization and accretion of premiums and discounts — securities 72
 85
Decrease (increase) in accrued interest receivable 111
 (195)
Decrease in other assets 841
 165
Increase (decrease) in other liabilities 509
 (1,016)
Net cash provided by (used in) operating activities 557
 (1,266)
CASH FLOWS FROM INVESTING ACTIVITIES 
  
Purchases of investments: Available-for-sale (16,292) 
Proceeds from principal payments, maturities and calls of investments: Available-for-sale 1,061
 1,210
Proceeds from principal payments, maturities and calls of investments: Held-to-maturity 221
 326
Originations of loans held-for-investment, net of repayments 25,325
 11,731
Proceeds on sale of loans 255
 
Decrease in restricted cash 
 283
Redemption of FHLB-NY stock, net 1,202
 49
Purchase of premises and equipment (708) (321)
Proceeds from sales of real estate owned 805
 270
Net cash provided by investing activities 11,869
 13,548
CASH FLOWS FROM FINANCING ACTIVITIES    
Net decrease in deposits (29,900) (20,515)
Net decrease in FHLB-NY advances and other borrowings (25,000) (5,000)
Net cash used in financing activities (54,900) (25,515)
Net decrease in cash and cash equivalents (42,474) (13,233)
Cash and cash equivalents at beginning of period 134,558
 58,686
Cash and cash equivalents at end of period $92,084
 $45,453
     
Supplemental cash flow information:    
Noncash financing and investing activities    
Transfers to real estate owned $142
 $
     
Cash paid for:    
Interest $1,313
 $1,094

See accompanying notes to consolidated financial statements

CARVER BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1. ORGANIZATION

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 subsidiary is Carver Federal Savings Bank (the “Bank” or “Carver Federal”). 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 nineeight 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, “Consolidations,” 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 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.

Restatement

On July 7, 2017, the Finance and Audit Committee of the Board of Directors of Carver Bancorp, Inc., after consultation with BDO USA, LLP, our independent registered public accounting firm, determined that our consolidated financial statements as of and for the fiscal year ended March 31, 2016, and each of the quarters during the 2016 and 2017 fiscal years should no longer be relied upon.

The Company's audited results as of and for the year ended March 31, 2016, as well as the unaudited condensed consolidated financial information for the quarterly periods in 2017 and 2016 were restated in the Annual Report on Form 10-K for the year ended March 31, 2017 (the "Restatement"). The Restatement corrected material errors related to reconciling items that were identified as uncollectable that should have been written off in prior periods, as well as adjustments related to loan system maintenance items and payment applications that were not timely processed by the Bank on to its core provider system. In addition to these errors, adjustments were made related to other individually immaterial errors including certain corrections that had been previously identified but not recorded because they were not material to our consolidated financial statements. These corrections included adjustments to other liabilities, interest expense and certain reclassification entries. The cumulative impact of the Restatement and error corrections on the quarter ended December 31, 2016 was an increase in interest income of $43 thousand and decreases in other non-interest expense of $254 thousand and non-interest income of $34 thousand. For the nine months ended December 31, 2016, the impact of the restatement was increases in interest income of $99 thousand, and decreases in interest expense of $157 thousand, non-interest income of $78 thousand and other non-interest expense of $3 thousand. The impact of the Restatement and error corrections decreased basic and diluted loss per share by $0.07 and $0.05 for the three and nine months ended December 31, 2016, respectively. All applicable amounts relating to this Restatement have been reflected in the consolidated financial statements and disclosed in the notes to the consolidated financial statements in this Form 10-Q.

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") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month and nine month periodsperiod ended December 31, 2017June 30, 2018 are not necessarily indicative of the results that may be expected for the year ended March 31, 2018.2019. The consolidated balance sheet at December 31, 2017June 30, 2018 has been derived from the unaudited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. 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. These unaudited consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended March 31, 2017.2018. 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.

Certain comparative amounts for the prior period have been reclassified to conform to current period presentations. Such reclassifications had no effect on net income or shareholders' equity.


NOTE 3. EARNINGSLOSS PER COMMON SHARE

The following table reconciles the earnings (loss) available to common shareholdersnet loss (numerator) and the weighted average common stock outstanding (denominator) for both basic and diluted earnings (loss)loss per share for the following periods:
  Three Months Ended December 31, 
Nine Months Ended
December 31,
$ in thousands except per share data 2017 
2016
Restated (1)
 2017 
2016
Restated (1)
Net loss (1)
 $(944) $(893) (2,179) (819)
         
Weighted average common shares outstanding - basic 3,698,020
 3,697,220
 3,697,753
 3,696,968
Weighted average common shares outstanding – diluted 3,698,020
 3,697,220
 3,697,753
 3,696,968
         
Basic loss per common share (1)
 $(0.26) $(0.24) $(0.59) $(0.22)
Diluted loss per common share (1)
 $(0.26) $(0.24) $(0.59) $(0.22)
(1) December 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. Refer to Note 1 for further detail.
  Three Months Ended June 30,
$ in thousands except per share data 2018 2017
Net loss $(1,030) $(641)
     
Weighted average common shares outstanding - basic 3,697,958
 3,696,420
Weighted average common shares outstanding – diluted 3,697,958
 3,696,420
     
Basic loss per common share $(0.28) $(0.17)
Diluted loss per common share $(0.28) $(0.17)

For the three months ended June 30, 2018 and 2017, all MRP shares and outstanding stock options were anti-dilutive.


NOTE 4. COMMON STOCK DIVIDENDS

On October 28, 2011, the Treasury exchanged the CDCI Series B preferred stock for 2,321,286 shares of Carver common stock and the Series C preferred stock converted into 1,208,039 shares of Carver common stock and 45,118 shares of Series D preferred stock. Series C stock was previously reported as mezzanine equity, and upon conversion to common and Series D preferred stock is now reported as equity attributable to Carver Bancorp, Inc. The holders of the Series D Preferred Stock are entitled to receive dividends, on an as-converted basis, simultaneously to the payment of any dividends on the common stock.

NOTE 5. OTHER COMPREHENSIVE INCOME (LOSS)

The following tables set forth changes in each component of accumulated other comprehensive income (loss), net of tax for the ninethree months ended December 31, 2017June 30, 2018 and 2016:2017:
$ in thousands 
At
March 31, 2017
 
Other
Comprehensive
Income, net of tax
 
At
December 31, 2017
 
At
March 31, 2018
 ASU 2016-01 reclassification 
Other
Comprehensive
Loss, net of tax
 
At
June 30, 2018
Net unrealized loss on securities available-for-sale $(1,940) $203
 $(1,737) $(2,726) $721
 $(338) $(2,343)

$ in thousands 
At
March 31, 2016
 
Other
Comprehensive
Income, net of tax
 
At
December 31, 2016
 
At
March 31, 2017
 
Other
Comprehensive
Income, net of tax
 
At
June 30, 2017
Net unrealized loss on securities available-for-sale $(307) $(1,794) $(2,101) $(1,940) $376
 $(1,564)

The following table sets forth information about amounts reclassified fromThere were no reclassifications out of accumulated other comprehensive loss to the consolidated statement of operations for the three months ended June 30, 2018 and the affected line item in the statement where net income is presented.
  For the Three Months Ended December 31, For the Nine Months Ended December 31, Affected Line Item in the Consolidated Statement of Operations
$ in thousands 2017 2016 2017 2016 
Reclassification adjustment for gain on sale of available-for-sale securities, net of tax $
 $
 $
 $58
 Gain on sale of securities
2017.


NOTE 6. 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 December 31, 2017, $55.1June 30, 2018, $65.8 million, or 81.6%75.3%, of the Bank’s total securities were classified as available-for-sale, and the remaining $12.4$11.8 million, or 18.4%13.6%, were classified as held-to-maturity.held-to-maturity and $9.7 million, or 11.1%, were classified as equity securities. The Bank had no securities classified as trading at December 31, 2017June 30, 2018 and March 31, 2017.2018.

Equity securities primarily consist of the Bank's investment in a Community Reinvestment Act ("CRA") mutual fund and other equity investments. As a result of the adoption of ASU 2016-01 in April 2018, the Company determined that these investments fall under the provisions of ASU 2016-01, and accordingly, were transferred from available-for-sale and reclassified into equity securities on the Statement of Financial Condition. These securities are measured at fair value with unrealized holding gains and losses reflected in net income. Effective April 1, 2018, the Company recorded a cumulative effect adjustment of $721 thousand as a reclassification from accumulated other comprehensive loss to retained earnings. Additionally, all future changes in fair value will be recognized in the Statements of Operations.

The following tables set forth the amortized cost and estimated fair value of securities available-for-sale and held-to-maturity at December 31, 2017June 30, 2018 and March 31, 2017:2018:
 At December 31, 2017 At June 30, 2018
 Amortized Gross Unrealized Estimated Amortized Gross Unrealized  
$ in thousands Cost Gains Losses Fair-Value Cost Gains Losses Fair-Value
Available-for-Sale:                
Mortgage-backed securities:                
Government National Mortgage Association $2,218
 $
 $69
 $2,149
 $2,107
 $
 $113
 $1,994
Federal Home Loan Mortgage Corporation 6,903
 
 167
 6,736
 6,335
 
 291
 6,044
Federal National Mortgage Association 25,275
 
 785
 24,490
 23,921
 
 1,319
 22,602
Other 45
 
 
 45
Total mortgage-backed securities 34,441
 
 1,021
 33,420
 32,363
 
 1,723
 30,640
U.S. Government Agency Securities 6,952
 
 124
 6,828
 14,418
 
 351
 14,067
U.S. Treasury Securities 16,318
 
 46
 16,272
Corporate Bonds 5,085
 
 96
 4,989
 5,072
 
 223
 4,849
Other investments (1)
 10,346
 
 496
 9,850
Total available-for-sale $56,824
 $
 $1,737
 $55,087
 $68,171
 $
 $2,343
 $65,828
Held-to-Maturity*:
                
Mortgage-backed securities:                
Government National Mortgage Association $1,517
 $59
 $
 $1,576
 $1,359
 $52
 $
 $1,411
Federal National Mortgage Association and Other 9,877
 
 72
 9,805
 9,485
 
 314
 9,171
Total held-to-maturity mortgage-backed securities 11,394
 59
 72
 11,381
 10,844
 52
 314
 10,582
Corporate Bonds 1,000
 35
 
 1,035
 1,000
 21
 
 1,021
Total held-to maturity $12,394
 $94
 $72
 $12,416
 $11,844
 $73
 $314
 $11,603

 At March 31, 2017 At March 31, 2018
 Amortized Gross Unrealized Estimated Amortized Gross Unrealized  
$ in thousands Cost Gains Losses Fair Value Cost Gains Losses Fair Value
Available-for-Sale:                
Mortgage-backed securities:                
Government National Mortgage Association $2,576
 $
 $89
 $2,487
 $2,163
 $
 $97
 $2,066
Federal Home Loan Mortgage Corporation 8,053
 
 195
 7,858
 6,633
 
 283
 6,350
Federal National Mortgage Association 27,241
 
 928
 26,313
 24,638
 
 1,227
 23,411
Other 45
 
 
 45
Total mortgage-backed securities 37,915
 
 1,212
 36,703
 33,434
 
 1,607
 31,827
U.S. Government Agency Securities 7,574
 
 92
 7,482
 14,490
 
 258
 14,232
Corporate Bonds 5,104
 
 140
 4,964
 5,078
 
 212
 4,866
Other investments (1)
 10,358
 
 496
 9,862
 10,433
 
 649
 9,784
Total available-for-sale $60,951
 $
 $1,940
 $59,011
 $63,435
 $
 $2,726
 $60,709
Held-to-Maturity*:
                
Mortgage-backed securities:                
Government National Mortgage Association $1,797
 $86
 $
 $1,883
 $1,434
 $51
 $
 $1,485
Federal National Mortgage Association and Other 10,638
 12
 60
 10,590
 9,641
 
 247
 9,394
Total held-to-maturity mortgage-backed securities 12,435
 98
 60
 12,473
 11,075
 51
 247
 10,879
Corporate Bonds 1,000
 24
 
 1,024
 1,000
 30
 
 1,030
Total held-to-maturity $13,435
 $122
 $60
 $13,497
 $12,075
 $81
 $247
 $11,909
* 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.

The following is a summary regarding proceeds, gross gains and gross losses realized from the saleThere were no sales of securities from the available-for-sale portfolio for the three and nine months ended December 31, 2017June 30, 2018 and 2016:2017.
  For the Three Months Ended December 31, 
For the Nine Months Ended
December 31,
$ in thousands 2017 2016 2017 2016
Proceeds $
 $
 $
 $7,259
Gross Gains 
 
 
 58
Gross Losses 
 
 
 


The following table setstables set forth the unrealized losses and fair value of securities in an unrealized loss position at December 31, 2017June 30, 2018 and March 31, 20172018 for less than 12 months and 12 months or longer:
 At December 31, 2017 At June 30, 2018
 Less than 12 months 12 months or longer Total Less than 12 months 12 months or longer Total
$ in thousands 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
Available-for-Sale:                        
Mortgage-backed securities $29
 $3,819
 $992
 $29,556
 $1,021
 $33,375
 $138
 $3,614
 $1,585
 $27,026
 $1,723
 $30,640
U.S. Government Agency Securities 
 
 124
 6,828
 124
 6,828
U.S. Government Agency securities 134
 7,543
 217
 6,524
 351
 14,067
U.S. Treasury securities 46
 16,272
 
 
 46
 16,272
Corporate Bonds 
 
 96
 4,989
 96
 4,989
 
 
 223
 4,849
 223
 4,849
Other investments (1)
 
 
 496
 9,504
 496
 9,504
Total available-for-sale securities $29
 $3,819
 $1,708
 $50,877
 $1,737
 $54,696
 $318
 $27,429
 $2,025
 $38,399
 $2,343
 $65,828
            
Held-to-Maturity:                        
Mortgage-backed securities $35
 $7,968
 $37
 $1,728
 $72
 $9,696
 $252
 $7,505
 $62
 $1,569
 $314
 $9,074
Total held-to-maturity securities $35
 $7,968
 $37
 $1,728
 $72
 $9,696
 $252
 $7,505
 $62
 $1,569
 $314
 $9,074

 At March 31, 2017 At March 31, 2018
 Less than 12 months 12 months or longer Total Less than 12 months 12 months or longer Total
$ in thousands 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
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
 $101
 $3,702
 $1,506
 $28,124
 $1,607
 $31,826
U.S. Government Agency Securities 92
 7,482
 
 
 92
 7,482
U.S. Government Agency securities 80
 7,666
 178
 6,566
 258
 14,232
Corporate bonds 140
 4,964
 
 
 140
 4,964
 
 
 212
 4,866
 212
 4,866
Other investments (1)
 
 
 496
 9,504
 496
 9,504
 
 
 649
 9,351
 649
 9,351
Total available-for-sale securities $1,403
 $47,162
 $537
 $11,446
 $1,940
 $58,608
 $181
 $11,368
 $2,545
 $48,907
 $2,726
 $60,275
            
Held-to-Maturity:                        
Mortgage-backed securities $60
 $7,623
 $
 $
 $60
 $7,623
 $188
 $7,681
 $59
 $1,612
 $247
 $9,293
Total held-to-maturity securities $60
 $7,623
 $
 $
 $60
 $7,623
 $188
 $7,681
 $59
 $1,612
 $247
 $9,293
(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 3436 securities had an unrealized loss at December 31, 2017June 30, 2018 compared to 3335 at March 31, 2017.2018. Mortgage-backed securities represented 61.0%46.5% of total available-for-sale securities in an unrealized loss position at December 31, 2017.June 30, 2018. There were 1917 mortgage-backed securities, twothree U.S. government agency securities, and five corporate bonds and one investment in a CRA fund that had an unrealized loss position for more than 12 months at December 31, 2017.June 30, 2018. 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 until 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 quarterfiscal year ended DecemberMarch 31, 2017,2018, the Bank recognized an impairment of less than $500 on a mortgage-backed security. The Bank did not have any other securities that were classified as having other-than-temporary impairment in its investment portfolio at June 30, 2018.


The following is a summary of the carrying value (amortized cost)amortized cost and fair value of debt     securities at December 31, 2017,June 30, 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 their obligations.  The table below does not consider the effects of possible prepayments or unscheduled repayments.
$ in thousandsAmortized Cost Fair Value 
Weighted
Average Yield
Amortized Cost Fair Value 
Weighted
Average Yield
Available-for-Sale:          
Less than one year$7,471
 $7,457
 2.11%
One through five years$7,387
 $7,212
 1.66%19,145
 18,742
 2.01%
Five through ten years12,142
 11,859
 2.04%10,254
 9,707
 2.08%
After ten years37,295
 36,016
 1.47%31,301
 29,922
 2.14%
Total$56,824
 $55,087
 1.62%$68,171
 $65,828
 2.09%
          
Held-to-maturity:          
One through five years$4,640
 $4,498
 2.41%
Five through ten years$9,075
 $9,099
 2.81%$4,162
 $4,102
 3.39%
After ten years3,319
 3,317
 2.64%3,042
 3,003
 2.74%
Total$12,394

$12,416
 2.77%$11,844

$11,603
 2.84%

NOTE 7. LOANS RECEIVABLE AND ALLOWANCE FOR LOAN AND LEASE LOSSES

The loans receivable portfolio is segmented into one-to-four family, multifamily, commercial real estate, construction, business (including Small Business Administration loans), and consumer loans.


The allowance for loan and lease losses ("ALLL") reflects management’s judgment in the evaluation of probable loan losses inherent in the portfolio at the balance sheet date. Management uses a disciplined process and methodology to calculate the ALLL each quarter. To determine the total ALLL, management estimates the reserves needed for each segment of the loan portfolio, including loans analyzed individually and loans analyzed on a pooled basis.

From time to time, events or economic factors may affect the loan portfolio, causing management to provide additional amounts or release balances from the ALLL. The ALLL is sensitive to risk ratings assigned to individually evaluated loans and economic assumptions and delinquency trends. Individual loan risk ratings are evaluated based on the specific facts related to that loan. Additions to the ALLL are made by charges to the provision for loan losses. Credit exposures deemed to be uncollectible are charged against the ALLL, while recoveries of previously charged off amounts are credited to the ALLL.

The following is a summary of loans receivable at December 31, 2017June 30, 2018 and March 31, 2017:2018:
 December 31, 2017 March 31, 2017 June 30, 2018 March 31, 2018
$ in thousands Amount Percent Amount Percent Amount Percent Amount Percent
Gross loans receivable:                
One-to-four family $123,506
 25.1% $132,679
 24.5% $117,061
 26.1% $121,233
 25.6%
Multifamily 75,106
 15.2% 87,824
 16.2% 98,424
 22.0% 103,887
 21.9%
Commercial real estate 218,998
 44.4% 241,794
 44.7% 128,316
 28.6% 141,835
 29.9%
Construction 
 % 4,983
 0.9%
Business (1)
��69,361
 14.1% 65,151
 12.0% 99,751
 22.2% 102,004
 21.5%
Consumer (2)
 5,874
 1.2% 8,994
 1.7% 4,914
 1.1% 5,238
 1.1%
Total loans receivable $492,845
 100.0% $541,425
 100.0% $448,466
 100.0% $474,197
 100.0%
                
Unamortized premiums, deferred costs and fees, net 3,863
   4,127
   3,430
   3,556
  
                
Allowance for loan losses (5,070)   (5,060)   (5,187)   (5,126)  
Total loans receivable, net $491,638
   $540,492
   $446,709
   $472,627
  
        
Loans HFS $
   $944
  
(1) Includes business overdrafts
(2) Includes personal loans and consumer overdrafts


The following is an analysis of the allowance for loan losses based upon the method of evaluating loan impairment for the three and nine month periods ended December 31,June 30, 2018 and 2017, and 2016, and the fiscal year ended March 31, 2017.2018.
Three months ended December 31, 2017            
Three months ended June 30, 2018Three months ended June 30, 2018              
$ in thousands One-to-four family Multifamily Commercial Real Estate Construction Business Consumer Unallocated Total 
One-to-four
family
 Multifamily Commercial Real Estate Construction Business Consumer Unallocated Total
Allowance for loan losses:                                
Beginning Balance $1,179
 $1,369
 $1,692
 
 $832
 $20
 34
 $5,126
 $1,210
 $1,819
 $1,052
 $
 $1,003
 $18
 $24
 $5,126
Charge-offs 
 36
 
 
 27
 7
 
 70
 (96) 
 
 
 (11) (3) 
 (110)
Recoveries 
 
 5
 
 3
 
 
 8
 
 158
 
 
 5
 3
 
 166
Provision for (recovery of) Loan Losses (52) (25) (25) 
 (31) 8
 131
 6
 739
 (590) (512) 
 172
 154
 42
 5
Ending Balance $1,127
 $1,308
 $1,672
 $
 $777
 $21
 $165
 $5,070
 $1,853
 $1,387
 $540
 $
 $1,169
 $172
 $66
 $5,187
                
Allowance for Loan Losses Ending Balance: collectively evaluated for impairment $1,618
 $1,387
 $540
 $
 $643
 $172
 $66
 $4,426
Allowance for Loan Losses Ending Balance: individually evaluated for impairment 235
 
 
 
 526
 
 
 761
                
Loan Receivables Ending Balance: $118,871
 $99,292
 $128,797
 $
 $99,974
 $4,962
 $
 $451,896
Ending Balance: collectively evaluated for impairment 113,122
 96,856
 128,302
 
 96,259
 4,962
 
 439,501
Ending Balance: individually evaluated for impairment 5,749
 2,436
 495
 
 3,715
 
 
 12,395

Nine months ended December 31, 2017              
$ 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 93
 42
 
 
 47
 29
 
 211
Recoveries 
 
 15
 
 72
 4
 
 91
Provision for (recovery of) Loan Losses (443) 137
 161
 (106) 179
 37
 165
 130
Ending Balance $1,127
 $1,308
 $1,672
 $
 $777
 $21
 $165
 $5,070
                 
Allowance for Loan Losses Ending Balance: collectively evaluated for impairment 976
 1,172
 1,672
 
 720
 21
 165
 4,726
Allowance for Loan Losses Ending Balance: individually evaluated for impairment 151
 136
 
  57
 
 
 344
                 
Loan Receivables Ending Balance: $125,678
 $75,805
 $219,939
 $
 $69,357
 $5,929
 $
 $496,708
Ending Balance: collectively evaluated for impairment 119,226
 74,160
 219,431
 
 64,980
 5,929
 
 483,726
Ending Balance: individually evaluated for impairment 6,452
 1,645
 508
 
 4,377
 
 
 12,982
At March 31, 2018              
$ in thousands One-to-four family Multifamily Commercial Real Estate Construction Business Consumer Unallocated Total
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

Fiscal year ended March 31, 2017              
Three months ended June 30, 2017Three months ended June 30, 2017          
$ in thousands One-to-four family Multifamily Commercial Real Estate Construction Business Consumer Total 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
 $1,663
 $1,213
 $1,496
 $106
 $573
 $9
 $5,060
Charge-offs 106
 338
 
 
 
 85
 529
 (81) 
 
 
 (20) (14) (115)
Recoveries 
 
 20
 
 304
 4
 328
 
 
 5
 
 59
 4
 68
Provision for (recovery of) Loan Losses 72
 929
 (332) 44
 (753) 69
 29
 (64) 14
 146
 (106) 112
 18
 120
Ending Balance $1,663
 $1,213
 $1,496
 $106
 $573
 $9
 $5,060
 $1,518
 $1,227
 $1,647
 $
 $724
 $17
 $5,133
              
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

Three months ended December 31, 2016            
$ in thousands One-to-four family Multifamily Commercial Real Estate Construction Business Consumer Unallocated Total
Allowance for loan losses:                
Beginning Balance $1,654
 $672
 $1,743
 $50
 $577
 $2
 $49
 $4,747
Charge-offs 4
 37
 
 
 
 13
 
 54
Recoveries 
 
 4
 
 51
 
 
 55
Provision for (recovery of) Loan Losses (33) 54
 (180) 70
 (29) 39
 (49) (128)
Ending Balance $1,617
 $689
 $1,567
 $120
 $599
 $28
 $
 $4,620

Nine months ended December 31, 2016            
$ in thousands One-to-four family Multifamily Commercial Real Estate Construction Business Consumer Unallocated Total
Allowance for loan losses:                
Beginning Balance $1,697
 $622
 $1,808
 $62
 $1,022
 $21
 $
 $5,232
Charge-offs 66
 288
 
 
 
 54
 
 408
Recoveries 
 
 14
 
 270
 4
 
 288
Provision for (recovery of) Loan Losses (14) 355
 (255) 58
 (693) 57
 
 (492)
Ending Balance $1,617
 $689
 $1,567
 $120
 $599
 $28
 $
 $4,620
                 
Allowance for Loan Losses Ending Balance: collectively evaluated for impairment 1,369
 689
 1,537
 120
 541
 25
 
 4,281
Allowance for Loan Losses Ending Balance: individually evaluated for impairment 248
 
 30
 
 58
 3
 
 339
                 
Loan Receivables Ending Balance: $138,620
 $71,924
 $250,810
 $4,962
 $66,200
 $302
 
 $532,818
Ending Balance: collectively evaluated for impairment 133,097
 70,321
 246,339
 4,962
 60,654
 299
 
 515,672
Ending Balance: individually evaluated for impairment 5,523
 1,603
 4,471
 
 5,546
 3
 
 17,146

The following is a summary of nonaccrual loans at December 31, 2017June 30, 2018 and March 31, 2017.2018.
$ in thousandsDecember 31, 2017 March 31, 2017June 30, 2018 March 31, 2018
Gross loans receivable:      
One-to-four family$4,598
 $3,899
$4,809
 $4,561
Multifamily897
 1,602
2,436
 964
Commercial real estate508
 993
495
 502
Business302
 1,922
2,132
 635
Consumer
 2

 
Total nonaccrual loans$6,305
 $8,418
$9,872
 $6,662

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. Troubled debt restructured ("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 December 31, 2017June 30, 2018 were $5.7$5.6 million, $1.9$2.6 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, 2017,2018, total TDR loans were $6.4$5.7 million, of which $2.5$1.9 million were non-performing.

At December 31, 2017,June 30, 2018, other non-performing assets totaled $1.2 million$552 thousand which consisted of other real estate owned. At December 31, 2017,June 30, 2018, other real estate owned valued at $1.2 million$552 thousand comprised of eightsix foreclosed properties which includes $268included $262 thousand of residential properties, compared to $990 thousand$1.1 million comprised of eight properties, which included $718$438 thousand of

residential properties at March 31, 2017.2018. At DecemberJune 30, 2018 and March 31, 2017,2018, the Bank had no non performingnon-performing held-for-sale loans, compared to $944 thousand at March 31, 2017.loans.

Although we believe that substantially all risk elements at December 31, 2017June 30, 2018 have been disclosed, it is possible that for a variety of reasons, including economic conditions, certain borrowers may be unable to comply with the contractual repayment terms on certain real estate and commercial loans.

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 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 December 31, 2017,June 30, 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 Multifamily 
Commercial
Real Estate
 Construction Business
Credit Risk Profile by Internally Assigned Grade:                
Pass $74,160
 $219,431
 $
 $60,982
 $98,339
 $128,302
 $
 $91,519
Special Mention 
 
 
 3,764
 
 
 
 4,054
Substandard 1,645
 508
 
 4,611
 953
 495
 
 4,401
Doubtful 
 
 
 
 
 
 
 
Loss 
 
 
 
 
 
 
 
Total $75,805
 $219,939
 $
 $69,357
 $99,292
 $128,797
 $
 $99,974
                
     One-to-four family Consumer     One-to-four family Consumer
Credit Risk Profile Based on Payment Activity:                
Performing     $121,238
 $5,928
     $114,252
 $4,962
Non-Performing     4,440
 1
     4,619
 
Total     $125,678
 $5,929
     $118,871
 $4,962

As of March 31, 2017,2018, and based on the most recent analysis performed, the risk category by class of loans is as follows:
$ in thousands Multifamily Commercial Real Estate Construction Business Multifamily Commercial Real Estate Construction Business
Credit Risk Profile by Internally Assigned Grade:                
Pass $87,148
 $238,552
 $4,949
 $58,555
 $103,160
 $140,765
 $
 $93,886
Special Mention 
 771
 
 133
 
 
 
 5,028
Substandard 1,082
 3,495
 
 6,426
 1,705
 1,539
 
 3,289
Doubtful 520
 
 
 
 
 
 
 
Loss 
 
 
 
 
 
 
 
Total $88,750
 $242,818
 $4,949
 $65,114
 $104,865
 $142,304
 $
 $102,203
                
     One-to-four family Consumer     One-to-four family Consumer
Credit Risk Profile Based on Payment Activity:                
Performing     $131,028
 $8,992
     $116,588
 $5,289
Non-Performing     3,899
 2
     6,504
 
Total     $134,927
 $8,994
     $123,092
 $5,289

The following table presents an aging analysis of the recorded investment of past due financing receivable as of December 31, 2017June 30, 2018 and March 31, 2017.2018.
December 31, 2017            
June 30, 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
 
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 $1,486
 $
 $4,440
 $5,926
 $119,752
 $125,678
 $
 $352
 $4,619
 $4,971
 $113,900
 $118,871
Multifamily 
 
 276
 276
 75,529
 75,805
 
 391
 1,702
 2,093
 97,199
 99,292
Commercial real estate 2,478
 
 
 2,478
 217,461
 219,939
 
 
 
 
 128,797
 128,797
Business 1,932
 12
 289
 2,233
 67,124
 69,357
 38
 112
 1,502
 1,652
 98,322
 99,974
Consumer 17
 
 
 17
 5,912
 5,929
 5
 4
 
 9
 4,953
 4,962
Total $5,913
 $12
 $5,005
 $10,930
 $485,778
 $496,708
 $43
 $859
 $7,823
 $8,725
 $443,171
 $451,896


March 31, 2017            
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 
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
 $1,819
 $
 $4,056
 $5,875
 $117,217
 $123,092
Multifamily 
 
 803
 803
 87,947
 88,750
 
 
 219
 219
 104,646
 104,865
Commercial real estate 
 
 
 
 242,818
 242,818
 1,395
 
 
 1,395
 140,909
 142,304
Construction 
 
 
 
 4,949
 4,949
Business 
 429
 1,500
 1,929
 63,185
 65,114
 973
 312
 322
 1,607
 100,596
 102,203
Consumer 1
 
 2
 3
 8,991
 8,994
 7
 5
 
 12
 5,277
 5,289
Total $2,095
 $676
 $5,327
 $8,098
 $537,454
 $545,552
 $4,194
 $317
 $4,597
 $9,108
 $468,645
 $477,753

The following table presents information on impaired loans with the associated allowance amount, if applicable, at December 31, 2017June 30, 2018 and March 31, 2017.2018.
 At December 31, 2017 At March 31, 2017 At June 30, 2018 At March 31, 2018
$ in thousands Recorded
Investment
 Unpaid
Principal
Balance
 Associated
Allowance
 Recorded
Investment
 Unpaid
Principal
Balance
 Associated
Allowance
 Recorded
Investment
 Unpaid
Principal
Balance
 Associated
Allowance
 Recorded
Investment
 Unpaid
Principal
Balance
 Associated
Allowance
With no specific allowance recorded:                        
One-to-four family $5,073
 $6,366
 $
 $3,416
 $4,210
 $
 $4,916
 $6,844
 $
 $5,439
 $6,862
 $
Multifamily 839
 1,188
 
 1,596
 2,081
 
 2,436
 2,495
 
 964
 1,122
 
Commercial real estate 508
 508
 
 993
 993
 
 495
 495
 
 1,539
 1,539
 
Business 1,788
 1,861
 
 1,923
 1,968
 
 670
 670
 
 611
 611
 
With an allowance recorded:                        
One-to-four family 1,379
 1,510
 151
 2,091
 2,215
 306
 833
 828
 235
 1,065
 1,065
 145
Multifamily 806
 806
 136
 6
 6
 6
 
 
 
 741
 741
 75
Commercial real estate 
 
 
 2,502
 2,502
 6
Business 2,589
 2,602
 57
 2,164
 2,164
 41
 3,045
 3,045
 526
 2,678
 2,681
 95
Consumer and other 
 
 
 2
 2
 2
Total $12,982
 $14,841
 $344
 $14,693
 $16,141
 $361
 $12,395
 $14,377
 $761
 $13,037
 $14,621
 $315

The following tables presents information on average balances on impaired loans and the interest income recognized on a cash basis for the three and nine month periods ended December 31, 2017June 30, 2018 and 2016.2017.

 For the Three Months Ended December 31, For the Nine Months Ended December 31, For the Three Months Ended June 30,
 2017 2016 2017 2016 2018 2017
$ in thousands Average Balance Interest Income Recognized Average Balance Interest Income Recognized Average Balance Interest Income Recognized Average Balance Interest Income Recognized Average Balance Interest Income Recognized Average Balance Interest Income Recognized
With no specific allowance recorded:With no specific allowance recorded:              With no specific allowance recorded:      
One-to-four family $5,284
 $3
 $3,220
 $
 $5,099
 $15
 $2,927
 $7
 $5,178
 $29
 $4,723
 $6
Multifamily 1,068
 9
 1,608
 
 1,379
 25
 1,689
 6
 1,700
 9
 1,592
 9
Commercial real estate 799
 9
 1,952
 9
 1,912
 28
 1,969
 9
 1,017
 8
 1,391
 19
Business 1,632
 
 3,459
 
 2,020
 
 3,842
 128
 641
 6
 1,387
 
With an allowance recorded:With an allowance recorded:              With an allowance recorded:      
One-to-four family 1,381
 
 2,163
 4
 1,388
 
 2,174
 5
 949
 

 1,563
 
Commercial real estate 
 
 1,429
 
 
 
 1,431
 
 
 

 1,624
 
Business 2,623
 1
 2,581
 
 2,603
 1
 2,639
 37
 2,862
 4
 3,709
 
Consumer and other 
 
 3
 
 
 
 1
 
Total $13,094
 $22
 $16,415
 $13
 $14,542
 $69
 $16,672
 $192
 $12,718
 $56
 $15,989
 $34

In certain circumstances, the Bank will modify a loan as part of a TDR under GAAP. 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 nine month period ended December 31, 2017. The modification converted a line of credit into a five year term loan with an interest concession. There were no TDR modifications made during the three and nine month periods ended December 31, 2016.June 30, 2018 and 2017.


There were no TDR modifications for the three months ended December 31, 2017. The following table presents an analysis of those loan modifications that were classified as TDRs during the nine month period ended December 31, 2017.
Modifications to loans during the nine month period ended
December 31, 2017
Number of loans Pre-modification outstanding recorded investment Post-Modification Recorded investment Pre-Modification rate Post-Modification rate
1
 $285
 $285
 7.25% 7.00%

In an effort to proactively resolve delinquent loans, the Bank has selectively extended to certain borrowers concessions such as extensions, rate reductions or forbearance agreements. For the periods ended December 31,June 30, 2018 and 2017, and 2016, there were no modified loans that defaulted within the last 12 months of modification.

At December 31, 2017,June 30, 2018, there were 107 loans in the TDR portfolio totaling $3.8$3.0 million that were on accrual status as the Company has determined that future collection of the principal and interest is reasonably assured. These have generally performed according to restructured terms for a period of at least six months. At March 31, 2017,2018, there were 11 loans in the performing TDR portfolio totaling $3.9 million.

Transactions With Certain Related Persons

Federal law requires that all loans or extensions of credit to executive officers and directors must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. Loans to our current directors, principal officers, nominees for election as directors, security holders known by us to own more than 5% of the outstanding shares of common stock, or associates of such persons (together, “related persons”), are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Carver Federal, and do not involve more than the normal risk of collectibility or present other unfavorable features.

There were no loans outstanding to related parties at December 31, 2017. The aggregate amount of loans outstanding to related parties was $4.7 million atJune 30, 2018 and March 31, 2017. During the nine months ended December 31, 2017, advances totaled $111 thousand and principal repayments totaled $4.8 million. These loans were made in the ordinary course of business, on substantially the same terms, including collateral, as those prevailing at the time for comparable loans with persons not related to Carver Federal, and do not involve more than the normal risk of collectibility or present other unfavorable features.

 Furthermore, loans2018. 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.

NOTE 8. FAIR VALUE MEASUREMENTS

Per GAAP, 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 market participants would use in pricing an asset or liability. As a basis for considering such assumptions, GAAP 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 liabilities 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 December 31, 2017June 30, 2018 and March 31, 2017,2018, and that are included in the Company’s Consolidated Statements of Financial Condition at these dates:
 Fair Value Measurements at December 31, 2017, Using Fair Value Measurements at June 30, 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
 
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 $
 $
 183
 $183
 $
 $
 $174
 $174
Investment securities                
Available-for-sale:                
Mortgage-backed securities:                
Government National Mortgage Association 
 2,149
 
 2,149
 
 1,994
 
 1,994
Federal Home Loan Mortgage Corporation 
 6,736
 
 6,736
 
 6,044
 
 6,044
Federal National Mortgage Association 
 24,490
 
 24,490
 
 22,602
 
 22,602
Other 
 
 45
 45
U.S. Government Agency Securities 
 6,828
 
 6,828
 
 14,067
 
 14,067
U.S. Treasury Securities 16,272
 
 
 16,272
Corporate bonds 
 4,989
 
 4,989
 
 4,849
 
 4,849
Other investments 
 9,504
 346
 9,850
Total available-for-sale securities 
 54,696
 391
 55,087
 16,272
 49,556
 
 65,828
Equity securities 
 9,279
 431
 9,710
Total $
 $54,696
 $574
 $55,270
 $16,272
 $58,835
 $605
 $75,712

 Fair Value Measurements at March 31, 2017, Using 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
 
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
 $
 $
 $181
 $181
Investment securities                
Available-for-sale:                
Mortgage-backed securities:                
Government National Mortgage Association 
 2,487
 
 2,487
 
 2,066
 
 2,066
Federal Home Loan Mortgage Corporation 
 7,858
 
 7,858
 
 6,350
 
 6,350
Federal National Mortgage Association 
 26,313
 
 26,313
 
 23,411
 
 23,411
Other 
 
 45
 45
U.S. Government Agency securities 
 7,482
 
 7,482
 
 14,232
 
 14,232
Corporate bonds 
 4,964
 
 4,964
 
 4,866
 
 4,866
Other investments 
 9,504
 358
 9,862
 
 9,351
 433
 9,784
Total available-for-sale securities 
 58,608
 403
 59,011
 
 60,276
 433
 60,709
Total $
 $58,608
 $595
 $59,203
 $
 $60,276
 $614
 $60,890

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-saleequity securities. Level 3 assets accounted for 0.1% of the Company’s total assets measured at fair value at December 31, 2017June 30, 2018 and March 31, 2017.2018.

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 active 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 credit 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 valuation hierarchy and primarily include such instruments as mortgage-related securities and corporate debt.

In the three and nine month periodsperiod ended December 31, 2017,June 30, 2018, there were no transfers of investments into or out of each level of the fair 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 believes 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 ninethree months ended December 31, 2017June 30, 2018 and 2016:2017:
$ in thousandsBeginning balance, April 1, 2017 Total Realized/Unrealized Gains/(Losses) Recorded in Income Issuances / (Settlements) Transfers to/(from) Level 3 Ending balance, December 31, 2017 
Available-for-Sale          
Other mortgage-backed securities$45
 $
 $
 $
 $45
 
Other investments358
 (12) 
 
 346
 
           
Mortgage servicing rights192
 (9) 
 
 183
 
$ in thousandsBeginning balance, April 1, 2018 
Total Realized/Unrealized Gains/(Losses) Recorded in Income (1)
 Issuances / (Settlements) Transfers to/(from) Level 3 
Ending balance,
June 30, 2018
 Change in Unrealized Gains and (Losses) Related to Instruments Held at June 30, 2018
Equity securities$433
 $(2) $
 $
 $431
 $
            
Mortgage servicing rights181
 (7) 
 
 174
 (7)

$ in thousandsBeginning balance, April 1, 2016 Total Realized/Unrealized Gains/(Losses) Recorded in Income Issuances / (Settlements) Transfers to/(from) Level 3 Ending balance, December 31, 2016 
Available-for-Sale          
Other mortgage-backed securities$45
 $
 $
 $
 $45
 
Other investments148
 
 212
 
 360
 
           
Mortgage servicing rights201
 (8)   193
 
$ in thousandsBeginning balance, April 1, 2017 
Total Realized/Unrealized Gains/(Losses) Recorded in Income (1)
 Issuances / (Settlements) Transfers to/(from) Level 3 
Ending balance,
June 30, 2017
 Change in Unrealized Gains and (Losses) Related to Instruments Held at June 30, 2017
Available-for-Sale: Other investments$403
 $
 $
 $
 $403
 $
            
Mortgage servicing rights192
 (10)   182
 (10)
(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 December 31, 2017June 30, 2018 and March 31, 2017,2018, the significant unobservable inputs used in the fair value measurements were as follows:
$ in thousands Fair Value at December 31, 2017 Valuation Technique Significant Unobservable Inputs Significant Unobservable Input Value
Available-for-Sale:        
Other mortgage-backed securities $45
 Cost n/a  
Other investments 346
 Cost n/a 
         
Mortgage Servicing Rights 183
 Discounted Cash Flow 
Weighted Average Constant Prepayment Rate(1)
 19.47%
$ in thousands 
Fair Value
June 30, 2018
 Valuation Technique Significant Unobservable Inputs Significant Unobservable Input Value
Equity securities $431
 Cost n/a 
         
Mortgage Servicing Rights 174
 Discounted Cash Flow 
Weighted Average Constant Prepayment Rate(1)
 18.84%
      Discount Rate 12.00%


$ in thousands 
Fair Value at
March 31, 2017
 Valuation Technique Significant Unobservable Inputs Significant Unobservable Input Value 
Fair Value
March 31, 2018
 Valuation Technique Significant Unobservable Inputs Significant Unobservable Input Value
Available-for-Sale:        
Other mortgage-backed securities $45
 Cost n/a  
Other investments 358
 Cost n/a 
 $433
 Cost n/a 
        
Mortgage Servicing Rights 192
 Discounted Cash Flow 
Weighted Average Constant Prepayment Rate(1)
 22.37% 181
 Discounted Cash Flow 
Weighted Average Constant Prepayment Rate(1)
 20.03%
   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 December 31, 2017June 30, 2018 and March 31, 2017,2018, and that are included in the Company’s Consolidated Statements of Financial Condition at these dates:
 Fair Value Measurements at December 31, 2017, Using Fair Value Measurements at June 30, 2018, Using
 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Fair Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Fair Value
$ in thousands (Level 1) (Level 2) (Level 3)  (Level 1) (Level 2) (Level 3) 
Impaired loans $
 $
 $4,430
 $4,430
 $
 $
 $2,358
 $2,358
Other real estate owned 
 
 1,200
 $1,200
 
 
 552
 $552

 Fair Value Measurements at March 31, 2017, Using Fair Value Measurements at March 31, 2018, Using
 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Fair Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Fair Value
$ in thousands (Level 1) (Level 2) (Level 3)  (Level 1) (Level 2) (Level 3) 
Impaired loans $
 $
 $5,953
 $5,953
 $
 $
 $4,476
 $4,476
Other real estate owned 
 
 990
 $990
 
 
 1,145
 $1,145

For Level 3 assets measured at fair value on a non-recurring basis as of December 31, 2017June 30, 2018 and March 31, 2017,2018, the significant unobservable inputs used in the fair value measurements were as follows:
$ in thousands Fair Value at December 31, 2017 Valuation Technique Significant Unobservable Inputs Significant Unobservable Input Value 
Fair Value
June 30, 2018
 Valuation Technique Significant Unobservable Inputs Significant Unobservable Input Value
Impaired loans $4,430
 Appraisal of collateral Appraisal adjustments 7.5% cost to sell $2,358
 Appraisal of collateral Appraisal adjustments 7.5% cost to sell
Other real estate owned 1,200
 Appraisal of collateral Appraisal adjustments 7.5% cost to sell 552
 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 Fair Value March 31, 2018 Valuation Technique Significant Unobservable Inputs Significant Unobservable Input Value
Impaired loans $5,953
 Appraisal of collateral Appraisal adjustments 7.5% cost to sell $4,476
 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 1,145
 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 9. FAIR VALUE OF FINANCIAL INSTRUMENTS


Disclosures regarding the fair 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 Bank'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 Bank’s financial instruments and estimation methodologies at December 31, 2017June 30, 2018 and March 31, 20172018 are as follows:
 December 31, 2017 June 30, 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) 
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 $76,641
 $76,641
 $76,641
 $
 $
 $92,084
 $92,084
 $92,084
 $
 $
Securities available-for-sale 55,087
 55,087
 
 54,696
 391
 65,828
 65,828
 16,272
 49,556
 
Equity securities 9,710
 9,710
 
 9,279
 431
FHLB Stock 1,768
 1,768
 
 1,768
 
 566
 566
 
 566
 
Securities held-to-maturity 12,394
 12,416
 
 12,416
 
 11,844
 11,603
 
 11,603
 
Loans receivable 491,638
 491,888
 
 
 491,888
 446,709
 434,784
 
 
 434,784
Accrued interest receivable 1,728
 1,728
 
 1,728
 
 1,912
 1,912
 
 1,912
 
Mortgage servicing rights 183
 183
 
 
 183
 174
 174
 
 
 174
Other assets - Interest-bearing deposits 970
 970
 
 970
 
 972
 972
 
 972
 
Financial Liabilities:                    
Deposits $560,721
 $558,676
 $293,595
 $265,081
 $
 $556,983
 $554,452
 $289,152
 $265,300
 $
Advances from FHLB of New York 25,000
 24,965
 
 24,965
 
Other borrowed money 13,403
 15,313
 
 15,313
 
 13,403
 13,403
 
 13,403
 
Accrued interest payable 920
 920
 
 920
 
 1,398
 1,398
 
 1,398
 


  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
 
 
485,458
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 carrying amounts for cash and cash equivalents approximate fair value and are 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.
  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
 $
 $
Securities available-for-sale 60,709
 60,709
 
 60,276
 433
FHLB Stock 1,768
 1,768
 
 1,768
 
Securities held-to-maturity 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
 

Securities

The fair values for securities available-for-sale, and securities held-to-maturity and equity securities 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 and equity securities are classified across Levels 1, 2 and 3. Held-to-maturity securities are classified as Level 2.

FHLB-NY Stock

Ownership in equity securities of the FHLB-NY is restricted and there is no established market for resale. The carrying amount is at cost, which is the estimated fair value, 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 similar 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 estimates that best reflect the Company'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 the Company in connection 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
NOTE 10. NON-INTEREST REVENUE

On April 1, 2018, the Company adopted ASU No, 2014-09, "Revenue from Contracts with Customers (Topic 606)" and all subsequent ASUs that modified Topic 606. As stated in Note 11. Impact of Recent Accounting Standards, the implementation of the new standard did not have a material impact to the Company's consolidated financial statements and as such, management determined that a cumulative effect adjustment to opening retained earnings was not deemed necessary. Results for reporting periods beginning after April 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with the previous accounting guidance under Topic 605.

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain non-interest income streams such as gains on sales of residential mortgage and SBA loans, income associated with servicing assets, and loan fees, including residential mortgage originations to be sold and prepayment and late fees charged across all loan categories are also not in scope of the new guidance. Topic 606 is applicable to non-interest revenue streams, such as depository fees, service charges and commission revenues. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Non-interest revenue streams in-scope of Topic 606 are discussed below.

Depository fees and charges

Depository fees and charges primarily relate to service fees on deposit accounts and fees earned from debit cards and check cashing transactions. Service fees on deposit accounts consist of ATM fees, NSF fees, account maintenance charges and other deposit related fees. The revenue is recognized monthly when the Bank's performance obligations are complete, or as incurred for transaction-based fees in accordance with the fee schedules for the Bank's deposit products and services.


Loan fees and service charges

Loan fees and service charges primarily relate to program management fees and fees earned in accordance with the Bank's mortgage servicing and sub-servicing contracts. The revenue earned from serviced mortgage loans is recognized on a monthly basis upon receipt from the contractual remittance summary.

Other non-interest income

Other non-interest income primarily relates to an advertising services agreement, covering marketing and use of the Bank's office space with a third party. The revenue is recognized on a monthly basis.

The carrying amountsfollowing table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for interest-bearing deposits approximates fair valuethe three months ended June 30, 2018 and are classified as Level 2 because they represent interest-bearing deposits with a maturity greater than one year.2017:

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 December 31, 2017 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.
  Three Months Ended June 30,
$ in thousands 2018 2017
Non-interest income    
In-scope of Topic 606    
Depository fees and charges $833
 $895
Loan fees and service charges 55
 98
Other non-interest income 17
 10
Non-interest income (in-scope of Topic 606) 905
 1,003
Non-interest income (out-of-scope of Topic 606) 399
 206
Total non-interest income $1,304
 $1,209

NOTE 10.11. 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(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 retrospective approach with the cumulative effect adjustment approach to uncompleted contracts at the dateThe Company has completed its review of adoption. Management continues to assess the impact thatof this guidance will have on its consolidated financial statements and

related disclosures. Preliminarily, 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. However, atThe Company identified the non-interest income streams that are contractually based and has adopted this stage, we have not yet performed detailed analysisASU on contracts that underly the potentially impacted accounts and, accordingly, cannot make a formal assessment of the impact thereon. Adoption ofmodified retrospective approach. Since the new standard will require expanded disclosures.guidance does not have a material impact to the Company's consolidated financial statements, a cumulative effect adjustment to opening retained earnings was not deemed necessary.

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. AtIn 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 31,15, 2017, we hadand interim periods within those fiscal years beginning after June 15, 2018. The Company completed its evaluation of the provisions of ASU 2016-01 and identified the equity investments that falls under ASU 2016-01. The Company adopted this ASU during the first quarter of fiscal year 2019 and the impact amounted to a cumulative effect adjustment of $721 thousand as a reclassification from accumulated other comprehensive loss to accumulated deficit. Additionally, all future unrealized gains and losses on equity securitieswill be recognized in the Statements of $496 thousand, or 1% of stockholders' equity.Operations. See Note 6 "Investment Securities" for further information.

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 doesn't 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, as augmented by ASU No. 2018-01, is effective for fiscal years beginning after December 15, 2018 (for the Company, he 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 Company, the fiscal year ending March 31, 2019), and interim periods within those fiscal years. The Company is currently evaluatinghas evaluated the potential impact of the adoption of the new standard on its consolidated statement of cash flows.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 adoptingis generally unaffected by the ASU, theupdate. The Company will reclassify beginning-of-period and end-of-period balances in the statement of cash flows to includedoes not have restricted cash in addition to cash and cash equivalents at amounts that will not be material to the consolidated financial statements.this time.


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 management's review of the securities in the Company's portfolio at March 31, 2017,June 30, 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, 2017.2017 (for the Company, the fiscal year ending March 31, 2019). The adoption of the standard isdoes 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.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Explanatory Note

Within this report, we have included restated results for the three and nine months ended December 31, 2016, which are noted as “Restated 2016.” Our consolidated financial statements as of and for the three and nine months ended December 31, 2016 included in this Quarterly Report on Form 10-Q have been restated from the original filing.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 which may be identified by the use of such words as “may,” “believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” “predict,” “continue,” and “potential” or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to the Company's financial condition, results of operations and business that are subject to various factors that could cause actual results to differ materially from these estimates. These factors include but are not limited to the following:

the effect of the Restatement of our previously issued financial statements for the year ended March 31, 2016 and the quarterly periods of 2016 and 2017, as described in Note 1 to the restated financial statements on Form 10-K, filed with the SEC on November 9, 2017, and any claims, investigations, or proceedings arising as a result;

our ability to remediate the material weakness in our internal controls over financial reporting described in Item 9A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2017 and our ability to maintain effective internal controls and procedures in the future;

the ability of the Bank to comply with the Formal Agreement between the Bank and the Office of the Comptroller of the Currency, and the effect of the restrictions and requirements of the Formal Agreement on the Bank's non-interest expenseexpenses and net income;

the ability of the Company to obtain approval from the Federal Reserve Bank of Philadelphia (the "Federal Reserve Bank") to distribute all future interest payments owed to the holders of the Company's subordinated debt securities;

the limitations imposed on the Company by board resolutions which require, among other things, written approval of the Federal Reserve Bank prior to the declaration or payment of dividends, any increase in debt by the Company, or the redemption of Company common stock, and the effect on operations resulting from such limitations;


the results of examinations by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses, write down assets, change our regulatory capital position, limit our ability to borrow funds or maintain or increase deposits, or prohibit us from paying dividends, which could adversely affect our dividends and earnings;

restrictions set forth in the terms of the Series D preferred stock and in the exchange agreement with the United States Department of the Treasury (the "Treasury") that may limit our ability to raise additional capital;

national and/or local changes in economic conditions, which could occur from numerous causes, including political changes, domestic and international policy changes, unrest, war and weather, or conditions in the real estate, securities markets or the banking industry, which could affect liquidity in the capital markets, the volume of loan originations, deposit flows, real estate values, the levels of non-interest income and the amount of loan losses;


adverse changes in the financial industry and the securities, credit, national and local real estate markets (including real estate values);

changes in our existing loan portfolio composition (including reduction in commercial real estate loan concentration) and credit quality or changes in loan loss requirements;

changes in the level of trends of delinquencies and write-offs and in our allowance and provision for loan losses;

legislative or regulatory changes that may adversely affect the Company’s business, including but not limited to the impact of the Dodd-Frank Wall Street Reform, the JOBS Act, the Consumer Protection Act and new capital regulations, which could result in, among other things, increased deposit insurance premiums and assessments, capital requirements, regulatory fees and compliance costs, and the resources we have available to address such changes;

changes in the level of government support of housing finance;

our ability to control costs and expenses;

risks related to a high concentration of loans to borrowers secured by property located in our market area;

changes in interest rates, which may reduce net interest margin and net interest income;

increases in competitive pressure among financial institutions or non-financial institutions;

changes in consumer spending, borrowing and savings habits;

technological changes that may be more difficult to implement or more costly than anticipated;

changes in deposit flows, loan demand, real estate values, borrowing facilities, capital markets and investment opportunities, which may adversely affect our business;

changes in accounting standards, policies and practices, as may be adopted or established by the regulatory agencies or the Financial Accounting Standards Board could negatively impact the Company's financial results;

litigation or regulatory actions, whether currently existing or commencing in the future, which may restrict our operations or strategic business plan;

the ability to originate and purchase loans with attractive terms and acceptable credit quality; and

the ability to attract and retain key members of management, and to address staffing needs in response to product demand or to implement business initiatives.

Because forward-looking statements are subject to numerous assumptions, risks and uncertainties, actual results or future events could differ possibly materially from those that the company anticipated in its forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q, and the Company assumes no obligation to, and expressly disclaims any obligation to, update these forward-looking statements

to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as legally required.

Overview

Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank, a federally chartered savings bank. The Company is headquartered in New York, New York. The Company conducts business as a unitary savings and loan holding company, and the principal business of the Company consists of the operation of Carver Federal. Carver Federal was founded in 1948 to serve African-American communities whose residents, businesses and institutions had limited access to mainstream financial services. The Bank remains headquartered in Harlem, and predominantly all of its nineeight branches and three stand-alone 24/7 ATM centers are located in low- to moderate-income neighborhoods. Many of these historically underserved communities have experienced unprecedented growth and diversification of incomes, ethnicity and economic opportunity, after decades of public and private investment.

Carver Federal is among the largest African-American operated banks in the United States. The Bank remains dedicated to expanding wealth-enhancing opportunities in the communities it serves by increasing access to capital and other financial services for consumers, businesses and non-profit organizations, including faith-based institutions. A measure of its progress in achieving this goal includes the Bank's fourth consecutive "Outstanding" rating, issued by the OCC following its most recent Community Reinvestment Act (“CRA”) examination in January 2016. The OCC found that approximately 75% of originated and purchased loans were within Carver's assessment area, and the Bank has demonstrated excellent responsiveness to its assessment area's needs through its community development lending, investing and service activities. The Bank had approximately $656.0$638.0 million in assets and 130123 employees as of December 31, 2017.June 30, 2018.

Carver Federal engages in a wide range of consumer and commercial banking services.  The Bank provides deposit products, including demand, savings and time deposits for consumers, businesses, and governmental and quasi-governmental agencies in its local market area within New York City.  In addition to deposit products, Carver Federal offers a number of other consumer and commercial banking products and services, including debit cards, online banking, online bill pay and telephone banking. Carver Federal also offers a suite of products and services for unbanked and underbanked consumers, branded as Carver Community Cash. This includes check cashing, wire transfers, bill payment, reloadable prepaid cards and money orders.

Carver Federal offers loan products covering a variety of asset classes, including commercial and multifamily mortgages, and business loans.  The Bank finances mortgage and loan products through deposits or borrowings.  Funds not used to originate mortgages and loans are invested primarily in U.S. government agency securities and mortgage-backed securities.

The Bank's primary market area for deposits consists of the areas served by its nineeight branches in the Brooklyn, Manhattan and Queens boroughs of New York City.  The neighborhoods in which the Bank's branches are located have historically been low- to moderate-income areas. The Bank's primary lending market includes Kings, New York, Bronx and Queens Counties in New York City, and lower Westchester County, New York. Although the Bank's branches are primarily located in areas that were historically underserved by other financial institutions, the Bank faces significant competition for deposits and mortgage lending in its market areas. Management believes that this competition has become more intense as a result of increased examination emphasis by federal banking regulators on financial institutions' fulfillment of their responsibilities under the CRA and more recently due to the decline in demand for loans. Carver Federal's market area has a high density of financial institutions, many of which have greater financial resources, name recognition and market presence, and all of which are competitors to varying degrees. The Bank's competition for loans comes principally from commercial banks, savings institutions and mortgage banking companies. The Bank's most direct competition for deposits comes from commercial banks, savings institutions and credit unions. Competition for deposits also comes from money market mutual funds, corporate and government securities funds, and financial intermediaries such as brokerage firms and insurance companies. Many of the Bank's competitors have substantially greater resources and offer a wider array of financial services and products.  This, combined with competitors' larger presence in the New York market, add to the challenges the Bank faces in expanding its current market share and growing its near-term profitability.

Carver Federal's more than 65 year70-year history in its market area, its community involvement and relationships, targeted products and services and personal service consistent with community banking, help the Bank compete with competitors in its market.

The Bank formalized its many community focused investments on August 18, 2005, by forming Carver Community Development Corporation (“CCDC”). CCDC oversees the Bank's participation in local economic development and other community-based initiatives, including financial literacy activities. CCDC coordinates the Bank's development of an innovative

approach to reach the unbanked customer market in Carver Federal's communities. Importantly, CCDC spearheads the Bank's applications for grants and other resources to help fund these important community activities. In this connection, Carver Federal has successfully competed with large regional and global financial institutions in a number of competitions for government grants and other awards.

New Markets Tax Credit Award

The New Markets Tax Credit ("NMTC") award is used to stimulate economic development in low- to moderate-income communities.  The NMTC award enables the Bank to invest with community and development partners in economic development projects with attractive terms including, in some cases, below market interest rates, which may have the effect of attracting capital to underserved communities and facilitating revitalization of the community, pursuant to the goals of the NMTC program. 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 award in projects where another investor entity provides funding and receives the tax benefits of the award in exchange for the Bank receiving fee income.


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 received a second NMTC award of $65 million in May 2009, and a third award of $25 million in August 2011.  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 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 projects not being in compliance with certain regulations that would void the investors' ability to otherwise utilize tax credits stemming from the award.  As of December 31, 2017,June 30, 2018, all three award allocations have been fully utilized in qualifying projects.

The Bank's unconsolidated variable interest entities ("VIEs"), in which the Company holds significant variable interests or has continuing involvement through servicing a majority of assets in a VIE at June 30, 2018, are presented below.
Involvement with SPE (000's) Involvement with SPE (000's)Funded ExposureUnfunded ExposureTotal Involvement with SPE (000's)Funded ExposureUnfunded ExposureTotal
$ in thousands Recognized Gain (Loss) (000's) Total Rights transferred Significant unconsolidated VIE assets Total Involvement with SPE assetDebt InvestmentsEquity InvestmentsFunding CommitmentsMaximum exposure to loss  Recognized Gain (Loss) (000's) Total Rights transferred Significant unconsolidated VIE assets Total Involvement with SPE assetDebt InvestmentsEquity InvestmentsFunding CommitmentsMaximum exposure to loss 
Carver Statutory Trust 1$
$
$13,400
$13,400
$13,000
$400
$
$
$13,400
$
$
$13,400
$13,400
$13,000
$400
$
$
$13,400
CDE 13500
10,500





4,095
4,095
CDE 14400
10,000





3,900
3,900
CDE 15, CDE 16, CDE 17900
20,500
15,548
15,548

2

7,995
7,997
CDE 16, CDE 17900
20,500





7,995
7,995
CDE 18600
13,254





5,169
5,169
600
13,254





5,169
5,169
CDE 19500
10,746
11,047
11,047

1

4,191
4,192
500
10,746
11,018
11,018

1

4,191
4,192
CDE 20625
12,500
11,973
11,973

1

4,875
4,876
625
12,500
11,928
11,928

1

4,875
4,876
CDE 21625
12,500
12,025
12,025

1

4,875
4,876
625
12,500
11,980
11,980

1

4,875
4,876
Total$4,150
$90,000
$63,993
$63,993
$13,000
$405
$
$35,100
$48,505
$3,250
$69,500
$48,326
$48,326
$13,000
$403
$
$27,105
$40,508

Critical Accounting Policies

Note 2 to the Company’s audited Consolidated Financial Statements for the year ended March 31, 20172018 included in its 20172018 Form 10-K, as supplemented by this report, contains a summary of significant accounting policies. The Company believes its policies, 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 involve a high degree of complexity and require management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could cause reported results to differ

materially. The following description of these policies should be read in conjunction with the corresponding section of the Company’s fiscal 20172018 Form 10-K.

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
SBA Loans
Other (Consumer andConsumer (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 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).

Specific Reserve Allowance

The Bank 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. At DecemberDuring the fiscal year ended March 31, 2017,2018, the Bank recognized an impairment of less than $500 on a mortgage-backed security. The Bank does not have any other securities that are classified as having other-than-temporary impairment in its investment portfolio.portfolio at June 30, 2018.

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 wouldcould 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.law, reducing the corporate income tax rate from a 35% maximum rate to 21% effective January 1, 2018. Given that the Company has fully reserved all but $340 thousand of its deferred tax asset, there is nominimal impact to the financial statements.

On June 29, 2011, the Company raised $55 million of capital, 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. The Company has aA valuation allowance for net deferred tax asset (“DTA”) of $0 as a result of recording a full valuation allowance on its DTA.$22.0 million has been recorded. The valuation allowance was initially recorded during fiscal year 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 received 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.

Stock Repurchase Program

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 December 31, 2017,June 30, 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 reissued shares as restricted stock in accordance with their management recognition plan. No shares were repurchased during the three months ended December 31, 2017.June 30, 2018. As a result of the Company's participation in the TARP CDCI, the U.S. Treasury's prior approval is required to make further repurchases. On October 28, 2011, the U.S. Treasury converted its preferred stock into common stock, which the U.S. Treasury continues to hold. The Company continues to be bound by the TARP CDCI restrictions so long as the U.S. Treasury is a common stockholder.

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 December 31, 2017.June 30, 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$25.0 million, or 22.3%65.1%, to $13.4 million at June 30, 2018, compared to $38.4 million at December 31, 2017, compared to $49.4 million at March 31, 20172018 due to the repayment of a $25.0 million FHLB short-term borrowings and a repolong-term borrowing and subordinated debtthat matured during the nine month period. At December 31, 2017, the Bank had $25.0 million in FHLB-NY borrowings with a weighted average rate of 1.50% scheduled to mature over the next twelve months.first quarter. Due to the late filing of Carver's 2016 Form 10-K (as filed with the Securities and Exchange Commission on August 12, 2016), 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 December 31, 2017,June 30, 2018, based on available collateral held at the FHLB-NY, Carver Federal had the ability to borrow from the FHLB-NY an additional $19.1$40.4 million on a secured basis, utilizing mortgage-related loans and securities as collateral.


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 December 31, 2017June 30, 2018 and March 31, 2017,2018, assets qualifying for short-term liquidity, including cash and cash equivalents, totaled $76.6$92.1 million and $58.7$134.6 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 the ninethree months ended December 31, 2017,June 30, 2018, total cash and cash equivalents increased $18.0decreased $42.5 million to $76.6$92.1 million at December 31, 2017,June 30, 2018, compared to $58.7$134.6 million at March 31, 2017,2018, reflecting cash used in financing activities of $54.9 million, offset by cash provided by investing activities of $54.1$11.9 million offsetand cash provided by operating activities of $557 thousand. Net cash used in financing activities of $29.5$54.9 million resulted from net decreases in deposits of $29.9 million and cash used in operating activitiesrepayment of $6.7 million.a $25.0 million FHLB long-term borrowing that matured on May 30, 2018. Net cash provided by investing activities of $54.1$11.9 million was primarily attributable to net loan principal repayments.repayments, partially offset by the purchase of investment securities. Net cash used in financing activities of $29.5 million resulted from net decreases in deposits of $18.5 million and repayment of FHLB short-term borrowings and other borrowings totaling $11.0 million during the period. Net cash used inprovided by operating activities totaled $6.7 million.$557 thousand.

Capital adequacy is one of the most important factors used to determine the safety and soundness of individual banks and the banking system. In common with all U.S. banks, Carver’s capital adequacy is measured in accordance with the Basel III regulatory framework governing capital adequacy, stress testing, and market liquidity risk. 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 amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement was phased in beginning January 1, 2016 and ends on January 1, 2019, when the full capital conservation buffer requirement will be effective. As of December 31, 2017,June 30, 2018, the Bank's capital conservation buffer ("buffer") was 1.25%1.875%, making its minimum CET1 plus buffer 5.75%6.375%, its minimum Tier 1 capital plus buffer 7.25%7.875% and its minimum total capital plus buffer 9.25%. On January 1, 2018, the capital conservation buffer increased to 1.875%9.875%. Regardless of Basel III’s minimum requirements, Carver, as a result of the 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 Tier1 leverage ratio and 12% for its total risk-based capital ratio.


The table below presents the capital position of the Bank at December 31, 2017:June 30, 2018:
 December 31, 2017 June 30, 2018
($ in thousands) Amount Ratio Amount Ratio
Tier 1 leverage capital        
Regulatory capital $60,326
 9.17% $67,034
 9.97%
Individual minimum capital requirement 59,204
 9.00% 60,532
 9.00%
Minimum capital requirement 26,313
 4.00% 26,903
 4.00%
Excess 34,013
 5.17% 40,131
 5.97%
        
Common equity Tier 1        
Regulatory capital $60,326
 12.61% $67,034
 15.63%
Minimum capital requirement 21,532
 4.50% 19,305
 4.50%
Excess 38,794
 8.11% 47,729
 11.13%
        
Tier 1 risk-based capital        
Regulatory capital $60,326
 12.61% $67,034
 15.63%
Minimum capital requirement 28,709
 6.00% 25,740
 6.00%
Excess 31,617
 6.61% 41,294
 9.63%
        
Total risk-based capital        
Regulatory capital $65,603
 13.71% $72,397
 16.88%
Individual minimum capital requirement 57,419
 12.00% 51,480
 12.00%
Minimum capital requirement 38,279
 8.00% 34,320
 8.00%
Excess 27,324
 5.71% 38,077
 8.88%

Bank Regulatory Matters

On October 23, 2015, the Board of Directors of Carver Bancorp, Inc., in response to the FRB’s Bank Holding Company Report of Inspection issued on April 14, 2015, adopted a Board Resolution (“the Resolution”) as a commitment by the Company’s Board to address certain supervisory concerns noted in the Reserve Bank‘s Report. The supervisory concerns are related to the Company’s leverage, cash flow and accumulated deferred interest. As a result of those concerns, the Company is prohibited from paying any dividends without the prior written approval of the Reserve Bank.

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.

At December 31, 2017,June 30, 2018, the Bank's capital level exceeded the regulatory requirements and its IMCR requirements with a Tier 1 leverage capital ratio of 9.17%9.97%, Common Equity Tier 1 capital ratio of 12.61%15.63%, Tier 1 risk-based capital ratio of 12.61%15.63%, and a total risk-based capital ratio of 13.71%16.88%.

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 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.

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 December 31,No loans have

2017,been repurchased by the Bank subsequent to fiscal 2015. At June 30, 2018, the Bank continues to service 123116 loans with a principal balance of $22.1$20.4 million for FNMA that had been sold with standard representations and warranties.

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 Loans sold to FNMA
Open claims as of March 31, 2017 (1)
 $2,044
Open claims as of March 31, 2018 (1)
 $2,013
Gross new demands received 
 
Loans repurchased/made whole 
 
Demands rescinded 
 
Advances on open claims 
 
Principal payments received on open claims (24) (8)
Open claims as of December 31, 2017 (1)
 $2,020
Open claims as of June 30, 2018 (1)
 $2,005
(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.

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 $198$220 thousand as of December 31, 2017.June 30, 2018. The table below summarizes changes in our representation and warranty reserves during the ninethree months ended December 31, 2017:June 30, 2018:
$ in thousands December 31, 2017 June 30, 2018
Representation and warranty repurchase reserve, March 31, 2017 (1)
 $162
Representation and warranty repurchase reserve, March 31, 2018 (1)
 $205
Net provision for repurchase losses (2)
 36
 15
Representation and warranty repurchase reserve, December 31, 2017 (1)
 $198
Representation and warranty repurchase reserve, June 30, 2018 (1)
 $220
(1) Reported in our consolidated statements of financial condition as a component of other liabilities.
(2) Component of other non-interest expense.

Comparison of Financial Condition at December 31, 2017June 30, 2018 and March 31, 20172018

Assets

At December 31, 2017,June 30, 2018, total assets were $656.0$638.0 million, reflecting a decrease of $31.9$55.9 million, or 4.6%8.1%, from total assets of $687.9$693.9 million at March 31, 2017.2018. The reduction is primarily attributable to a $48.9decrease in cash and cash equivalents of $42.5 million declineand a $25.9 million decrease in the loan portfolio, net of the allowance for loan losses,losses. This was partially offset by ana $14.6 million increase in cash and cash equivalents of $18.0 million 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 is making a determined effort to reduce its concentration level of commercial real estate loans ("CRE").Bank's investment portfolio.

Total cash and cash equivalents increased $18.0decreased $42.5 million, or 30.6%31.6%, to $76.6$92.1 million at December 31, 2017,June 30, 2018, compared to $58.7$134.6 million at March 31, 2017 due to decline2018 as the Bank purchased $16.5 million of US Treasury securities and repaid a $25.0 million FHLB long-term borrowing that matured during the first quarter. The typical quarterly increase in loans,cash from scheduled loan paydowns and payoffs was partially offset by the strategic management of deposit outflows during the period.

Total investment securities decreased $5.0increased $14.6 million, or 6.9%20.1%, to $67.5$87.4 million at December 31, 2017,June 30, 2018, compared to $72.4$72.8 million at March 31, 2017 due2018 as investments were made into U.S. Treasury securities in order to scheduled principal payments received.improve interest income and to diversify the Bank's available-for-sale investment portfolio.

Gross portfolio loans decreased $48.8$25.9 million, or 9.0%5.4%, to $496.7$451.9 million at December 31, 2017,June 30, 2018, compared to $545.6$477.8 million at March 31, 2017, as the Bank continued2018 due primarily 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 CREcommercial real estate mortgage loans.

Loans held-for-sale ("HFS") decreased $944 thousand to zero at December 31, 2017, as three The Bank has now achieved a sound concentration level of commercial real estate loans were transferred back to the Bank's loans held-for-investment ("HFI") portfolio.

Other assets increased $4.9 million, or 84.1%, to $10.7 million at December 31, 2017, compared to $5.8 million at March 31, 2017 due primarily to timing surrounding lending activities during the period.from a risk perspective.

Liabilities and Equity

Total liabilities decreased $29.9$54.5 million, or 4.7%8.5%, to $610.5$587.4 million at December 31, 2017,June 30, 2018, compared to $640.5$641.9 million at March 31, 2017,2018, as a result of the managed decline in the Bank's deposits and the repayment of borrowed funds.

Deposits decreased $18.5$29.9 million, or 3.2%5.1%, to $560.7$557.0 million at December 31, 2017,June 30, 2018, compared to $579.2$586.9 million at March 31, 2017,2018, due primarily to declines in brokered money market accounts and interest-bearing checkingcertificate of deposit accounts. The Company did not actively pursue the retention of certain non-relationship deposits as it has been seeking to reduce its overall level of brokered deposits. Also, 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.deposits due to weaker loan demand.

Advances from the Federal Home Loan Bank of New York and other borrowed money decreased $11.0$25.0 million, or 22.3%65.1%, to $13.4 million at June 30, 2018, compared to $38.4 million at December 31, 2017, compared to $49.4 million at March 31, 20172018 as the Bank repaid a FHLB short-term borrowings, and a subordinated debt and repurchase agreement during the period.long-term borrowing that matured on May 30, 2018.

Total equity decreased $2.0$1.4 million, or 4.2%2.6%, to $45.4$50.6 million at December 31, 2017,June 30, 2018, compared to $47.4$52.0 million at March 31, 2017.2018. The decrease was due to a net loss of $2.2$1.0 million for the ninethree month period partially offset by a decrease of $203and $338 thousand in unrealized losses on securities available-for-sale.

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.

The economic environment is uncertain regarding future interest rate trends.  Management monitors the Company's cumulative gap position, which is the difference between the sensitivity to rate changes of 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.



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 as discussed in our Form 10-K for the year ended March 31, 2017.2018.
The following table reflects the Bank's outstanding lending commitments and contractual obligations as of December 31, 2017:June 30, 2018:
$ in thousands  
Commitments to fund mortgage loans$450
$450
Commitments to fund commercial and consumer loans2,390
100
Lines of credit6,865
3,750
Letters of credit69
69
Commitment to fund private equity investment640
640
Total$10,414
$5,009


Comparison of Operating Results for the Three and Nine Months Ended December 31,June 30, 2018 and 2017 and 2016

Overview

The Company reported a net loss of $944 thousand$1.0 million for the three months ended December 31, 2017,June 30, 2018, compared to a net loss of $893$641 thousand for the comparable prior year quarter. For the nine months ended December 31, 2017, the Company reported a net loss of $2.2 million, compared to a net loss of $819 thousand for the prior year period. The change in our results for both periods was primarily driven by lower net interest income and an increase in the provision for loan losseshigher non-interest expense in the current period compared to a recovery of loan losses in the prior year period,period. This was partially offset by higher non-interest incomea decrease in the currentprovision for loan loss compared to the prior year period.

The following table reflects selected operating ratios for the three and nine months ended December 31,June 30, 2018 and 2017 and 2016 (unaudited):

 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
  Three Months Ended June 30, 
Selected Financial Data: 2017 
2016
Restated (a)
 2017 
2016
Restated (a)
  2018 2017 
Return on average assets (1)
 (0.58)% (0.52)% (0.44)% (0.16)%  (0.61)% (0.38)% 
Return on average stockholders' equity (2) (8)
 (8.08)% (7.10)% (6.36)% (2.14)%  (8.14)% (5.43)% 
Return on average stockholders' equity, excluding AOCI (2) (8)
 (7.80)% (6.96)% (6.16)% (2.13)%  (7.68)% (5.26)% 
Net interest margin (3)
 2.92 % 2.88 % 3.03 % 3.03 %  2.72 % 3.02 % 
Interest rate spread (4)
 2.77 % 2.74 % 2.88 % 2.89 %  2.50 % 2.88 % 
Efficiency ratio (5)
 115.03 % 117.20 % 110.63 % 106.67 %  117.67 % 107.97 % 
Operating expenses to average assets (6)
 4.24 % 4.04 % 4.11 % 3.88 %  4.07 % 3.96 % 
Average stockholders' equity to average assets (7) (8)
 7.13 % 7.31 % 6.91 % 7.27 %  7.54 % 7.03 % 
Average stockholders' equity, excluding AOCI, to average assets (7) (8)
 7.39 % 7.45 % 7.13 % 7.33 %  8.00 % 7.24 % 
Average interest-earning assets to average interest-bearing liabilities 1.19x1.19x1.19x1.18x 1.22x1.18x
              
(a) December 31, 2016 amounts have been restated from previously reported results to correct for a material and certain other errors from prior periods. Refer to Note 1 for further detail.
 
         
(1)Net income, annualized, divided by average total assets.
     
(2)Net income, annualized, divided by average total stockholders' equity.
     
(1)Net income (loss), annualized, divided by average total assets.
(1)Net income (loss), annualized, divided by average total assets.
 
(2)Net income (loss), annualized, divided by average total stockholders' equity.
(2)Net income (loss), annualized, divided by average total stockholders' equity.
 
(3)Net interest income, annualized, divided by average interest-earning assets.
(3)Net interest income, annualized, divided by average interest-earning assets.
     
(3)Net interest income, annualized, divided by average interest-earning assets.
 
(4)Combined weighted average interest rate earned less combined weighted average interest rate cost.
(4)Combined weighted average interest rate earned less combined weighted average interest rate cost.
     
(4)Combined weighted average interest rate earned less combined weighted average interest rate cost.
 
(5)Operating expense divided by sum of net interest income and non-interest income.
(5)Operating expense divided by sum of net interest income and non-interest income.
     
(5)Operating expense divided by sum of net interest income and non-interest income.
 
(6)Non-interest expense, annualized, divided by average total assets.
(6)Non-interest expense, annualized, divided by average total assets.
     
(6)Non-interest expense, annualized, divided by average total assets.
 
(7)Total average stockholders' equity divided by total average assets for the period.
(7)Total average stockholders' equity divided by total average assets for the period.
     
(7)Total average stockholders' equity divided by total average assets for the period.
 
(8)See Non-GAAP Financial Measures disclosure for comparable GAAP measures.
(8)See Non-GAAP Financial Measures disclosure for comparable GAAP measures.
     
(8)See Non-GAAP Financial Measures disclosure 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.

  Three Months Ended December 31, 
Nine Months Ended
December 31,
$ in thousands 2017 
2016
Restated (a)
 2017 
2016
Restated (a)
Average Stockholders' Equity        
Average Stockholders' Equity $46,711
 $50,318
 $45,687
 $50,955
Average AOCI (1,686) (978) (1,474) (416)
Average Stockholders' Equity, excluding AOCI $48,397
 $51,296
 $47,161
 $51,371
         
Return on Average Stockholders' Equity (8.08)% (7.10)% (6.36)% (2.14)%
Return on Average Stockholders' Equity, excluding AOCI (7.80)% (6.96)% (6.16)% (2.13)%
         
Average Stockholders' Equity to Average Assets 7.13 % 7.31 % 6.91 % 7.27 %
Average Stockholders' Equity, excluding AOCI, to Average Assets 7.39 % 7.45 % 7.13 % 7.33 %
(a) December 31, 2016 amounts have been restated from previously reported results to correct for a material and certain other errors from prior periods. Refer to Note 1 for further detail.
  Three Months Ended June 30,
$ in thousands 2018 2017
Average Stockholders' Equity    
Average Stockholders' Equity $50,633
 $47,241
Average AOCI (3,034) (1,458)
Average Stockholders' Equity, excluding AOCI $53,667
 $48,699
     
Return on Average Stockholders' Equity (8.14)% (5.43)%
Return on Average Stockholders' Equity, excluding AOCI (7.68)% (5.26)%
     
Average Stockholders' Equity to Average Assets 7.54 % 7.03 %
Average Stockholders' Equity, excluding AOCI, to Average Assets 8.00 % 7.24 %

Analysis of Net Interest Income

The Company’s profitability is primarily dependent upon net interest income and is also affected by the provision for loan losses, non-interest income, non-interest expense and income taxes. Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends primarily upon the volume of interest-earning assets and interest-bearing liabilities and the corresponding interest rates earned and paid. The Company’s net interest income is significantly impacted by changes in interest rate and market yield curves. Net interest income decreased $176$455 thousand, or 3.6%9.2%, to $4.7$4.5 million for the three months ended December 31, 2017,June 30, 2018, compared to $4.9$5.0 million for the same quarter last year. Net interest income decreased $897 thousand, or 5.7%, to $14.7 million for the nine months ended December 31, 2017, compared to $15.6 million for the prior year period.

The following tables settable sets forth certain information relating to the Company’s average interest-earning assets and average interest-bearing liabilities, and their related average yields and costs for the three and nine months ended December 31, 2017June 30, 2018 and 2016.2017. Average yields are derived by dividing annualized income or expense by the average balances of assets or liabilities, respectively, for the periods shown. Average balances are derived from daily or month-end balances as available and applicable. Management does not believe that the use of average monthly balances instead of average daily balances represents a material difference in information presented. The average balance of loans includes loans on which the Company has discontinued accruing interest. The yield includes fees, which are considered adjustments to yield.


  For the Three Months Ended December 31,
  2017 
2016 Restated (a)
$ in thousands 
Average
Balance
 Interest 
Average
Yield/Cost
 
Average
Balance
 Interest 
Average
Yield/Cost
Interest-Earning Assets:            
Loans (1)
 $508,977
 $5,471
 4.30% $546,952
 $5,685
 4.16%
Mortgage-backed securities 45,717
 238
 2.08% 48,632
 223
 1.83%
Investment securities 12,841
 77
 2.40% 12,705
 75
 2.36%
Restricted cash deposit 
 
 % 259
 
 0.03%
Equity securities (2)
 2,114
 29
 5.44% 2,481
 28
 4.48%
Other investments and federal funds sold 73,244
 238
 1.29% 65,465
 136
 0.82%
Total interest-earning assets 642,893
 6,053
 3.77% 676,494
 6,147
 3.63%
Non-interest-earning assets 12,094
     11,791
    
Total assets $654,987
     $688,285
    
             
Interest-Bearing Liabilities:            
Deposits            
Interest-bearing checking $24,166
 $4
 0.07% $34,108
 $14
 0.16%
Savings and clubs 100,465
 61
 0.24% 97,787
 70
 0.28%
Money market 105,606
 122
 0.46% 144,528
 221
 0.61%
Certificates of deposit 269,052
 886
 1.31% 243,504
 652
 1.06%
Mortgagors deposits 2,374
 
 % 2,159
 9
 1.65%
Total deposits 501,663
 1,073
 0.85% 522,086
 966
 0.73%
Borrowed money 38,729
 291
 2.98% 47,392
 316
 2.65%
Total interest-bearing liabilities 540,392
 1,364
 1.00% 569,478
 1,282
 0.89%
Non-interest-bearing liabilities            
Demand 56,832
     57,037
    
Other liabilities 11,052
     11,452
    
Total liabilities 608,276
     637,967
    
             
Stockholders' equity 46,711
     50,318
    
Total liabilities and equity $654,987
     $688,285
    
Net interest income   $4,689
     $4,865
  
             
Average interest rate spread     2.77%     2.74%
             
Net interest margin     2.92%     2.88%
             
(a) December 31, 2016 average balances and yields have been restated from previously reported results to include the effect of restatement adjustments from prior periods. Refer to Note 1 for further detail.
             
(1) Includes nonaccrual loans
            
(2) Includes FHLB-NY stock
            


 For the Nine Months Ended December 31, For the Three Months Ended June 30,
 2017 
2016 Restated (a)
 2018 2017
$ in thousands 
Average
Balance
 Interest 
Average
Yield/Cost
 
Average
Balance
 Interest 
Average
Yield/Cost
 
Average
Balance
 Interest 
Average
Yield/Cost
 
Average
Balance
 Interest 
Average
Yield/Cost
Interest-Earning Assets:                        
Loans (1)
 $524,133
 $16,920
 4.30% $562,307
 $18,062
 4.28% $468,071
 $5,186
 4.43% $534,440
 $5,652
 4.23%
Mortgage-backed securities 47,315
 733
 2.07% 38,455
 539
 1.87% 42,269
 230
 2.18% 48,833
 250
 2.05%
Investment securities 13,241
 228
 2.30% 18,546
 330
 2.37% 34,664
 205
 2.37% 13,494
 80
 2.37%
Restricted cash deposit 93
 
 0.03% 239
 
 0.03% 
 
 % 280
 
 0.03%
Equity securities (2)
 2,219
 79
 4.73% 2,496
 84
 4.47% 1,793
 1
 0.22% 2,293
 23
 4.02%
Other investments and federal funds sold 61,474
 603
 1.30% 66,699
 378
 0.75% 115,631
 501
 1.74% 56,960
 166
 1.17%
Total interest-earning assets 648,475
 18,563
 3.81% 688,742
 19,393
 3.75% 662,428
 6,123
 3.70% 656,300
 6,171
 3.76%
Non-interest-earning assets 12,996
     11,961
     8,711
     16,070
    
Total assets $661,471
     $700,703
     $671,139
     $672,370
    
                        
Interest-Bearing Liabilities:                        
Deposits                        
Interest-bearing checking $26,298
 $12
 0.06% $33,563
 $41
 0.16% $24,129
 $8
 0.13% $30,950
 $5
 0.06%
Savings and clubs 101,559
 184
 0.24% 97,080
 202
 0.28% 103,206
 67
 0.26% 102,384
 61
 0.24%
Money market 113,699
 421
 0.49% 148,093
 680
 0.61% 101,817
 117
 0.46% 128,380
 176
 0.55%
Certificates of deposit 261,854
 2,314
 1.17% 250,082
 1,878
 1.00% 281,845
 1,147
 1.63% 249,726
 669
 1.07%
Mortgagors deposits 2,418
 30
 1.65% 2,327
 29
 1.65% 2,646
 9
 1.36% 2,668
 21
 3.16%
Total deposits 505,828
 2,961
 0.78% 531,145
 2,830
 0.71% 513,643
 1,348
 1.05% 514,108
 932
 0.73%
Borrowed money 40,487
 873
 2.86% 50,439
 937
 2.47% 29,612
 277
 3.75% 41,546
 286
 2.76%
Total interest-bearing liabilities 546,315
 3,834
 0.93% 581,584
 3,767
 0.86% 543,255
 1,625
 1.20% 555,654
 1,218
 0.88%
Non-interest-bearing liabilities                        
Demand 56,999
     55,753
     60,244
     58,282
    
Other liabilities 12,470
     12,411
     17,007
     11,193
    
Total liabilities 615,784
     649,748
     620,506
     625,129
    
                        
Stockholders' equity 45,687
     50,955
     50,633
     47,241
    
Total liabilities and equity $661,471
     $700,703
     $671,139
     $672,370
    
Net interest income   $14,729
     $15,626
     $4,498
     $4,953
  
                        
Average interest rate spread     2.88%     2.89%     2.50%     2.88%
                        
Net interest margin     3.03%     3.03%     2.72%     3.02%
                        
(a) December 31, 2016 average balances and yields have been restated from previously reported results to include the effect of restatement adjustments from prior periods. Refer to Note 1 for further detail.
            
(1) Includes nonaccrual loans
                        
(2) Includes FHLB-NY stock
                        

Interest Income

Interest income decreased $94$48 thousand, or 1.5%0.8%, to $6.1 million for the three months ended December 31, 2017,June 30, 2018, compared to $6.1$6.2 million for the prior year quarter. For the nine months ended December 31, 2017, interest income decreased $830 thousand, or 4.3%, to $18.6 million compared to $19.4 million for the prior year period. Interest income on loans decreased $214$466 thousand, or 3.8%8.2%, for the three months ended December 31, 2017June 30, 2018 due to a decrease in average balances in the current period of $38.0 million. For the nine months ended December 31, 2017, interest income on loans decreased $1.1$66.4 million or 6.3%, due toas a decrease in average balances in the current period of $38.2 million. The decrease in average loans outstanding is the result of athe Bank's focused effortefforts to reduce the concentration level of commercial real estate loans during the Company's Commercial Real Estate loans.prior fiscal year. The loss in loan interest income was partially offset by increases in interest on mortgage-backed securities and other investments due to higher yields comparednew investment purchases, and interest on money market investments attributed to interest earned on the prior year period.

Bank's interest-bearing accounts at the Federal Home Loan Bank and the Federal Reserve Bank.

Interest Expense

Interest expense increased $82$407 thousand, or 6.4%33.4%, to $1.4$1.6 million for the three months ended December 31, 2017,June 30, 2018, compared to $1.3$1.2 million for the prior year quarter. For the nine months ended December 31, 2017,quarter, as a result of a $416 thousand increase in interest expense increased $67on deposits primarily due to higher rates on time deposits. Interest expense on certificates of deposits was $478 thousand or 1.8%,higher due to $3.8 million,an increase in average

rates of 56 basis points compared to the prior year period. Interest expense on deposits increased $107 thousand, or 11.1%, and $131 thousand, or 4.6%, for the three months and nine months ended December 31, 2017, respectively, primarily due to an increase in average rates compared to the prior year periods. The increases in deposit rates were partially offset by a decrease in interest expense on borrowings remained relatively unchanged despite an increase in the cost to borrow, due to a declinedecrease in average borrowings during the current year-to-date period.

Provision for Loan Losses and Asset Quality

The Bank maintains an ALLL that management believes is adequate to absorb inherent and probable losses in its loan portfolio. The adequacy of the ALLL is determined by management’s continuous 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. 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. 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.

The Bank’s provision for loan loss methodology is consistent 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. For additional information regarding the Bank’s ALLL policy, refer to Note 2 of the Notes to Consolidated Financial Statements, “Summary of Significant Accounting Policies” included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017.2018.

The following table summarizes the activity in the ALLL for the ninethree month periods ended December 31,June 30, 2018 and 2017 and 2016 and the fiscal year ended March 31, 2017:2018:
$ in thousands Nine Months Ended December 31, 2017 Fiscal Year Ended March 31, 2017 Nine Months Ended December 31, 2016 Three Months Ended June 30, 2018 Fiscal Year Ended March 31, 2018 
Three Months
Ended June 30, 2017
Beginning Balance 5,060
 $5,232
 $5,232
 5,126
 $5,060
 $5,060
Less: Charge-offs 211
 529
 408
 (110) (314) (115)
Add: Recoveries 91
 328
 288
 166
 245
 68
Provision for (Recovery of) Loan Losses 130
 29
 (492)
Provision for Loan Losses 5
 135
 120
Ending Balance $5,070
 $5,060
 $4,620
 $5,187
 $5,126
 $5,133
            
Ratios:            
Net charge-offs (recoveries) to average loans outstanding (annualized) 0.03% 0.04% 0.03%
Net (charge-offs) recoveries to average loans outstanding (annualized) 0.05% (0.01)% (0.03)%
Allowance to total loans 1.02% 0.93% 0.87% 1.15% 1.07 % 0.96 %
Allowance to non-performing loans 80.41% 60.11% 54.37% 52.54% 76.94 % 58.95 %

The Company recorded a $6$5 thousand provision for loan loss for the three months ended December 31, 2017,June 30, 2018, compared to a $128$120 thousand recovery ofprovision for loan loss for the prior year quarter. Net charge-offsrecoveries of $62$56 thousand were recognized during the thirdfirst quarter, compared to net recoverieschargeoffs of $1$47 thousand for the prior year quarter. For the nine months ended December 31, 2017, the Company recorded a $130 thousand provision for loan loss, compared to a $492 thousand recovery of loan loss for the prior year period. Net charge-offs of $120 thousand were recognized for the nine months ended December 31, 2017 and December 31, 2016.

At December 31, 2017,June 30, 2018, nonaccrual loans totaled $6.3$9.9 million, or 1.0%1.55% of total assets, compared to $8.4$6.7 million, or 1.2%0.96% of total assets at March 31, 2017.2018. The ALLL was $5.1$5.2 million at December 31, 2017,June 30, 2018, which represents a ratio of the ALLL to nonaccrual loans of 80.4%52.5% compared to a ratio of 60.1%76.9% at March 31, 2017.2018. The ratio of the allowance for loan losses to total loans was 1.02%1.15% at December 31, 2017,June 30, 2018, compared to 0.93%1.07% at March 31, 2017.



2018.

Non-performing Assets

Non-performing assets consist of nonaccrual loans, loans held-for-sale and property acquired in settlement of loans, including foreclosure. When a borrower fails to make a payment on a loan, the Bank and/or its loan servicers take prompt steps to have the delinquency cured and the loan restored to current status. This includes a series of actions such as phone calls, letters, customer visits and, if necessary, legal action. In the event the loan has a guarantee, the Bank may seek to recover on the guarantee, including, where applicable, from the SBA. Loans that remain delinquent are reviewed for reserve provisions and charge-off. The Bank’s collection efforts continue after the loan is charged off, except when a determination is made that collection efforts have been exhausted or are not productive.


The Bank may from time to time agree to modify the contractual terms of a borrower’s loan. In cases where such modifications represent a concession to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring (“TDR”). Loans modified in a TDR are placed on nonaccrual status until the Bank determines that future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrate a period of performance according to the restructured terms for a minimum of six months. At DecemberJune 30, 2018, loans classified as TDR totaled $5.6 million, of which $3.0 million were classified as performing. At March 31, 2017,2018, loans classified as TDR totaled $5.7 million, of which $3.8 million were classified as performing. At March 31, 2017, loans classified as TDR totaled $6.4 million, of which $3.9 million were classified as performing.

At December 31, 2017,June 30, 2018, non-performing assets totaled $7.5$10.4 million, or 1.6% of total assets compared to $7.8 million, or 1.1% of total assets compared to $10.4 million, or 1.5% of total assets at March 31, 2017.2018. The following table sets forth information with respect to the Bank’s non-performing assets at the dates indicated:
 Non Performing Assets Non Performing Assets
                    
$ in thousands December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 June 30, 2018 March 31, 2018 December 31, 2017 September 30, 2017 June 30, 2017
Loans accounted for on a nonaccrual basis (1):
Loans accounted for on a nonaccrual basis (1):
        
Loans accounted for on a nonaccrual basis (1):
        
Gross loans receivable:                    
One-to-four family $4,598
 $5,583
 $4,703
 $3,899
 $3,466
 $4,809
 $4,561
 $4,598
 $5,583
 $4,703
Multifamily 897
 1,582
 1,589
 1,602
 1,603
 2,436
 964
 897
 1,582
 1,589
Commercial real estate 508
 1,382
 1,389
 993
 1,004
 495
 502
 508
 1,382
 1,389
Business 302
 303
 1,026
 1,922
 2,421
 2,132
 635
 302
 303
 1,026
Consumer 
 
 
 2
 3
 
 
 
 
 
Total nonaccrual loans 6,305
 8,850
 8,707
 8,418
 8,497
 9,872
 6,662
 6,305
 8,850
 8,707
Other non-performing assets (2):
                    
Real estate owned 1,200
 604
 787
 990
 1,166
 552
 1,145
 1,200
 604
 787
Loans held-for-sale 
 
 1,020
 944
 1,167
 
 
 
 
 1,020
Total other non-performing assets 1,200
 604
 1,807
 1,934
 2,333
 552
 1,145
 1,200
 604
 1,807
Total non-performing assets (3)
 $7,505
 $9,454
 $10,514
 $10,352
 $10,830
 $10,424
 $7,807
 $7,505
 $9,454
 $10,514
                    
Non-performing loans to total loans 1.27% 1.71% 1.63% 1.54% 1.59% 2.18% 1.39% 1.27% 1.71% 1.63%
Non-performing assets to total assets 1.14% 1.42% 1.59% 1.50% 1.55% 1.63% 1.13% 1.14% 1.42% 1.59%
Allowance to total loans 1.02% 0.99% 0.96% 0.93% 0.87% 1.15% 1.07% 1.02% 0.99% 0.96%
Allowance to non-performing loans 80.41% 57.92% 58.95% 60.11% 54.37% 52.54% 76.94% 80.41% 57.92% 58.95%
                    
(1) Nonaccrual status denotes any loan where the delinquency exceeds 90 days past due, or in the opinion of management, the collection of contractual interest and/or principal is doubtful. Payments received on a nonaccrual loan are either applied to the outstanding principal balance or recorded as interest income, depending on assessment of the ability to collect on the loan.
(1) Nonaccrual status denotes any loan where the delinquency exceeds 90 days past due, or in the opinion of management, the collection of contractual interest and/or principal is doubtful. Payments received on a nonaccrual loan are either applied to the outstanding principal balance or recorded as interest income, depending on assessment of the ability to collect on the loan.
(1) Nonaccrual status denotes any loan where the delinquency exceeds 90 days past due, or in the opinion of management, the collection of contractual interest and/or principal is doubtful. Payments received on a nonaccrual loan are either applied to the outstanding principal balance or recorded as interest income, depending on assessment of the ability to collect on the loan.
(2) Other non-performing assets generally represent loans that the Bank is in the process of selling and has designated held-for-sale or 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.
(2) Other non-performing assets generally represent loans that the Bank is in the process of selling and has designated held-for-sale or 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.
(2) Other non-performing assets generally represent loans that the Bank is in the process of selling and has designated held-for-sale or 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.
(3) Troubled debt restructured loans performing in accordance with their modified terms for less than six months and those not performing in accordance with their modified terms are considered nonaccrual and are included in the nonaccrual category in the table above. At December 31, 2017, there were $3.8 million TDR loans that have performed in accordance with their modified terms for a period of at least six months. These loans are generally considered performing loans and are not presented in the table above.
(3) Troubled debt restructured loans performing in accordance with their modified terms for less than six months and those not performing in accordance with their modified terms are considered nonaccrual and are included in the nonaccrual category in the table above. At June 30, 2018, there were $3.0 million TDR loans that have performed in accordance with their modified terms for a period of at least six months. These loans are generally considered performing loans and are not presented in the table above.
(3) Troubled debt restructured loans performing in accordance with their modified terms for less than six months and those not performing in accordance with their modified terms are considered nonaccrual and are included in the nonaccrual category in the table above. At June 30, 2018, there were $3.0 million TDR loans that have performed in accordance with their modified terms for a period of at least six months. These loans are generally considered performing loans and are not presented in the table above.

Subprime Loans

In the past, the Bank originated or purchased a limited amount of subprime loans (which are defined by the Bank as those loans where the borrowers have FICO scores of 660 or less at origination). At December 31, 2017,June 30, 2018, the Bank had $5.8$5.5 million in subprime loans, or 1.2% of its total loan portfolio, of which $1.3 million are non-performing loans.

Non-Interest Income    

Non-interest income increased $275$95 thousand, or 25.7%7.9%, to $1.3 million for the three months ended December 31, 2017,June 30, 2018, compared to $1.1$1.2 million for the prior year quarter. For the nine months ended December 31, 2017, non-interest income increased $226 thousand, or 6.5%, to $3.7 million compared to $3.5 million for the prior year period. The increase in both periods was due to gains realizeda higher deferred gain recognized on building sale compared to the prior quarter, primarily due to the sale of real estate ownedthe Bank's Harlem headquarters during the third quarter. In addition,fiscal year 2018. This was offset by lower depository fees earned in the current period were higher as the Bank instituted fees for paper statements in an effort to move to more efficient electronic delivery channels.period.

Non-Interest Expense


Non-interest expense changed minimally, decreasing $15increased $174 thousand, or 0.2%2.6%, to $6.9$6.8 million for the three months ended December 31, 2017, and increasing $13 thousand, or 0.1%,June 30, 2018, compared to $20.4$6.7 million for the nine months ended December 31, 2017. For both comparative periods, theprior year quarter. The Bank had higher employee compensation and benefits expense related to staffing costs associated with strengthening the Bank's regulatory and compliance infrastructure. In addition, the current year-to-date period reported a $202 thousand increase in net occupancy expense increased as the Company incurred costs for maintenance and repairsbegan making lease payments on its Main Office branch in conjunction with the sale/leaseback of its administrative headquarters building.in February 2018. These were partially offset by decreases in other non-interest expense compared to the prior year period, primarily in advertising, legal and charge-offconsulting expenses.

Income Tax Expense

For the three months ended December 31, 2017, income tax expense was $31 thousand. There was no income tax expense for the prior year quarter. For the ninethree months ended December 31, 2017, incomeJune 30, 2018. Income tax expense was $91 thousand, compared to $37$30 thousand for the prior year period.quarter.

Item 3.
Quantitative and Qualitative Disclosure about Market Risk

Not applicable, as the Company is a smaller reporting company.

Item 4.Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

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 December 31, 2017,June 30, 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(e) and 15d-15(e) under the Exchange Act, as amended. 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, and in light of the identified material weaknesses disclosed in our Annual Report on Form 10-K for the year ended March 31, 2017 filed on November 9, 2017, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2017. The material weaknesses in internal controls related to the lack of timely identification and accounting for loan maintenance changes and payment applications and the failure of controls over general ledger account reconciliations to timely identify and account for stale-dated and other uncollectable reconciling items.June 30, 2018.

(b) Remediation Plan

Changes have been implemented to address the fiscal year 2017 material weaknesses disclosed above. A quality control specialist has been added to the loan operations department to ensure that system inputs and maintenance are in accordance with contractual terms. Reconciliations between the Company's loan system and the servicer system reports were put into place immediately, creating a three-way reconciliation between the Company's core loan accounting system, its general ledger system and the records of the third party service provider. Parameter changes have been made to the loan servicing system to correct principal and interest allocation of payments, automate rate changes and account for partial payments. Corrections to individual loans accounts will be completed during fiscal year 2018. The systemic modifications, when coupled with the loan quality control

specialist and new reconciliation controls, are expected to remediate and cure the identified control deficiency.

General ledger reconciliation policies and procedures have been revised to exert tighter control over the process, and a policy for the timely write-off of stale-dated items has been established. "Stale-dated" has been defined by type of account and is based on the risk level of the account, as is the required frequency of reconciliation. Responsibility for the clearing of open items has been mandated and department heads will be required to provide action plans for resolution of open items older than 30 days when submitting monthly reconciliations. Reconciliations for accounts identified as high risk must also be signed by the Chief Financial Officer and the Chief Operations Officer. Accountability for excessive write-offs will become part of the annual review process. Education on proper reconciliation procedures will be conducted and templates have been developed so that supervisors may more easily review consistent formats. These changes will combine to create a "best practices" control environment for general ledger reconciliations and cure the identified material weaknesses.
(c) Changes in Internal Control over Financial Reporting
 
Other than the remediations discussed above, thereThere have not been any changes in the Company’s internal control over financial reporting during the fiscal quarter to which this report relates, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.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 December 31, 2017,June 30, 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.

Item 1A.Risk Factors

The Company does not believe its risks have materially changed from those includedIn addition to the other information set forth in this report, you should carefully consider the Company'sfactors discussed in Part I, "Item 1A - Risk Factors" in our most recent Annual Report on Form 10-K, forwhich could materially affect the fiscal yearCompany's business, financial condition, or future operating results. The risks described in this form are not the only risks presently facing the Company. Additional risks and uncertainties not currently known to the Company, or currently deemed to be immaterial, also may materially adversely affect the Company's business, financial condition, and/or operating results. There were no material changes in risk factors in the Company's first quarter ended March 31, 2017.June 30, 2018.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(a) No unregistered securities were sold by the Company during the quarter ended December 31, 2017.June 30, 2018.

(b) Not applicable.

(c) The Company did not repurchase any of its securities during the quarter ended December 31, 2017.June 30, 2018.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

Item 6.Exhibits

The following exhibits are submitted with this report:

 3.1
Certificate of Incorporation of Carver Bancorp, Inc. (1)
 3.2
Certificate of Amendment to the Certificate of Incorporation of Carver Bancorp, Inc. (2)
 3.3
Second Amended and Restated Bylaws of Carver Bancorp, Inc. (3)
 4.1
Stock Certificate of Carver Bancorp, Inc. (1)
 4.2
Certificate of Designations of Mandatorily Convertible Non-Voting Participating Preferred Stock, Series C, and Convertible Non-Cumulative Non-Voting Participating Preferred Stock, Series D (4)
 4.3
Form of Stockholder Rights Agreement, dated June 29, 2011, by and between the Company and certain purchasers (4)
 4.4
Exchange Agreement, dated June 29, 2011, by and between the Company and the United States Department of the Treasury (4)
 10.1
Formal Agreement by and between Carver Federal Savings Bank and the Office of the Comptroller of the Currency (5)
 11
 31.1
 31.2
 32.1
 32.2
 101The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2017,June 30, 2018, formatted in XBRL (Extensive Business Reporting Language): (i) Consolidated Statements of Financial Condition as of December 31, 2017June 30, 2018 (unaudited) and March 31, 2017;2018; (ii) Consolidated Statements of Operations for the three and nine months ended December 31,June 30, 2018 and 2017 and 2016 (unaudited); (iii) Consolidated Statements of Comprehensive Income (Loss)Loss for the three and nine months ended December 31,June 30, 2018 and 2017 and 2016 (unaudited); (iv) Consolidated Statements of Changes in Equity for the ninethree months ended December 31,June 30, 2018 and 2017 and 2016 (unaudited); (v) Consolidated Statements of Cash Flows for the ninethree months ended December 31,June 30, 2018 and 2017 and 2016 (unaudited); and (vi) Notes to Consolidated Financial Statements.
   
 
(1) 
Incorporated herein by reference from the Exhibits to the Form S-4, Registration Statement and amendments thereto, initially filed on June 7, 1996, Registration No. 333-5559.
 
(2) 
Incorporated herein by reference from the Exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2011.
 
(3) 
Incorporated herein by reference from the Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006.
 
(4) 
Incorporated by reference to the Exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2011.
 
(5) 
Incorporated herein by reference to the Exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  
CARVER BANCORP, INC.
 
Date:February 13,August 14, 2018/s/ Michael T. Pugh
  Michael T. Pugh
  President and Chief Executive Officer
  (Principal Executive Officer)

Date:February 13,August 14, 2018/s/ Christina L. Maier
  Christina L. Maier
  First Senior Vice President and Chief Financial Officer
  (Principal Accounting Officer and Principal Financial Officer)

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