CARVER BANCORP INC - Quarter Report: 2020 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020


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

13-3904174

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer Identification No.)

75 West 125th Street

New York

10027

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (718) 230-2900

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CARV

The NASDAQ Stock Market, LLC

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 every Interactive Data File required to be submitted 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 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.

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

☒

Smaller Reporting Company

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 August 13, 2020
Common Stock, par value $0.01						2,857,410

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION (UNAUDITED)

Item 1.	Financial Statements

	Consolidated Statements of Financial Condition as of June 30, 2020 and March 31, 2020	1

	Consolidated Statements of Operations for the Three Months Ended June 30, 2020 and 2019	2

	Consolidated Statements of Comprehensive Loss for the Three Months Ended June 30, 2020 and 2019	3

	Consolidated Statement of Changes in Equity for the Three Months Ended June 30, 2020 and 2019	4

	Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2020 and 2019	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	45

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3.	Defaults Upon Senior Securities	46

Item 4.	Mine Safety Disclosures	46

Item 5.	Other Information	46

Item 6.	Exhibits	46

SIGNATURES			48


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)


	June 30, 2020		March 31, 2020
$ in thousands except per share data
ASSETS
Cash and cash equivalents:
Cash and due from banks	$	113,435	$	47,280
Money market investments	260		260
Total cash and cash equivalents	113,695		47,540

Investment securities:
Available-for-sale, at fair value	63,512		65,829
Held-to-maturity, at amortized cost (fair value of $10,304 and $10,564 at June 30, 2020 and March 31, 2020, respectively)	9,875		10,151

Total investment securities	73,387		75,980



Loans receivable:
Real estate mortgage loans	338,887		339,825
Commercial business loans	116,678		85,659
Consumer loans	3,006		3,248
Loans, gross	458,571		428,732
Allowance for loan losses	(4,836)		(4,946)
Total loans receivable, net	453,735		423,786
Premises and equipment, net	5,199		5,377
Federal Home Loan Bank of New York (“FHLB-NY”) stock, at cost	552		568
Accrued interest receivable	2,387		2,052
Right-of-use assets	17,093		17,614
Other assets	4,624		5,853
Total assets	$	670,672	$	578,770

LIABILITIES AND EQUITY
LIABILITIES
Deposits:
Non-interest bearing checking	$	92,678	$	57,489
Interest-bearing deposits:
Interest-bearing checking	27,303		24,016
Savings	105,724		97,812
Money market	115,086		112,634
Certificates of deposit	197,176		194,287
Escrow	1,620		2,577
Total interest-bearing deposits	446,909		431,326
Total deposits	539,587		488,815
Advances from the FHLB-NY and other borrowed money	41,862		13,573
Operating lease liability	17,663		18,153
Other liabilities	24,519		9,335
Total liabilities	623,631		529,876

EQUITY
Preferred stock, (par value $0.01 per share: 44,521 and 45,118 Series D shares, with a liquidation preference of $1,000 per share, issued and outstanding at June 30, 2020 and March 31, 2020, respectively)	44,521		45,118
Common stock (par value 0.01 per share: 10,000,000 shares authorized; 3,775,052 and 3,701,449 shares issued; 3,773,108 and 3,699,505 shares outstanding at June 30, 2020 and March 31, 2020, respectively)	38		61
Additional paid-in capital	56,129		55,476
Accumulated deficit	(53,097)		(52,285)
Treasury stock, at cost (1,944 shares)	(408)		(408)
Accumulated other comprehensive (loss) income	(142)		932
Total equity	47,041		48,894
Total liabilities and equity	$	670,672	$	578,770

See accompanying notes to consolidated financial statements

CARVER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30,
$ in thousands, except per share data	2020		2019
Interest income:
Loans	$	4,385	$	4,823
Mortgage-backed securities	228		313
Investment securities	158		282
Money market investments	17		167
Total interest income	4,788		5,585

Interest expense:
Deposits	1,075		1,205
Advances and other borrowed money	167		208
Total interest expense	1,242		1,413

Net interest income	3,546		4,172
(Recovery of) provision for loan losses	(102)		1
Net interest income after (recovery of) provision for loan losses	3,648		4,171

Non-interest income:
Depository fees and charges	587		804
Loan fees and service charges	72		88
Gain on sale of securities	862		—
Gain on sale of loans, net	—		3




Other	162		46
Total non-interest income	1,683		941

Non-interest expense:
Employee compensation and benefits	2,646		2,720
Net occupancy expense	1,111		1,117
Equipment, net	394		288
Data processing	460		405
Consulting fees	61		79
Federal deposit insurance premiums	72		88

Other	1,399		1,554
Total non-interest expense	6,143		6,251

Loss before income taxes	(812)		(1,139)
Income tax expense	—		—
Net loss	$	(812)	$	(1,139)

Loss per common share:
Basic	$	(0.22)	$	(0.31)
Diluted	(0.22)		(0.31)

See accompanying notes to consolidated financial statements

CARVER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended June 30,
$ in thousands	2020		2019
Net loss	$	(812)	$	(1,139)
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain of securities available-for-sale	(212)		879

Less: Reclassification adjustment for gains on sale of available-for-sale securities, net of income tax expense of $0 (due to full valuation allowance)	862		—

Total other comprehensive (loss) income, net of tax	(1,074)		879
Total comprehensive loss, net of tax	$	(1,886)	$	(260)

See accompanying notes to consolidated financial statements

CARVER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the Three Months Ended June 30, 2020 and 2019

(Unaudited)


$ in thousands	Preferred Stock		Common Stock		Additional Paid-In Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Equity
Three Months Ended June 30, 2020
Balance — March 31, 2020	$	45,118	$	61	$	55,476	$	(52,285)	$	(408)	$	932	$	48,894
Net loss	—		—		—		(812)		—		—		(812)
Other comprehensive loss, net of taxes	—		—		—		—		—		(1,074)		(1,074)
Conversion of Series D preferred stock to common stock	(597)		1		596		—		—		—		—
Stock based compensation expense	—		(24)		57		—		—		—		33
Balance — June 30, 2020	$	44,521	$	38	$	56,129	$	(53,097)	$	(408)	$	(142)	$	47,041









Three Months Ended June 30, 2019
Balance — March 31, 2019	$	45,118	$	61	$	55,514	$	(52,201)	$	(417)	$	(939)	$	47,136
Net loss	—		—		—		(1,139)		—		—		(1,139)
Other comprehensive income, net of taxes	—		—		—		—		—		879		879
Cumulative effect adjustment for adoption of ASU 2016-02	—		—		—		5,339		—		—		5,339
Stock based compensation expense	—		—		1		—		—		—		1
Balance — June 30, 2019	$	45,118	$	61	$	55,515	$	(48,001)	$	(417)	$	(60)	$	52,216

See accompanying notes to consolidated financial statements

CARVER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended June 30,
$ in thousands	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(812)	$	(1,139)

Adjustments to reconcile net loss to net cash used in operating activities:
Provision for (recovery of) loan losses	(102)		1

Stock based compensation expense	33		1
Depreciation and amortization expense	262		218
Gain on sale of real estate owned, net of market value adjustment	—		(19)
Gain on sale of securities	(862)		—
Gain on sale of loans, net	—		(3)


Amortization and accretion of loan premiums and discounts and deferred charges	218		36
Amortization and accretion of premiums and discounts — securities	170		208



Increase in accrued interest receivable	(335)		(15)
Decrease in other assets	1,829		3,861
Increase in other liabilities	15,180		977
Net cash provided by operating activities	15,581		4,126
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments: Available-for-sale	(33,036)		—

Proceeds sales of investments: Available-for-sale	30,190		—
Proceeds from principal payments, maturities and calls of investments: Available-for-sale	4,790		2,119
Proceeds from principal payments, maturities and calls of investments: Held-to-maturity	267		235

Repayments and maturities, net of originations of loans held-for-investment	(30,612)		6,766


Proceeds on sale of loans	—		58

Redemption of FHLB-NY stock, net	16		268
Purchase of premises and equipment	(106)		(457)

Proceeds from sales of real estate owned	—		111
Net cash (used in) provided by investing activities	(28,491)		9,100
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits	50,772		(5,859)
Net increase (decrease) in FHLB-NY advances and other borrowings	28,293		(6,000)

Net cash provided by (used in) financing activities	79,065		(11,859)
Net increase in cash and cash equivalents	66,155		1,367
Cash and cash equivalents at beginning of period	47,540		31,228
Cash and cash equivalents at end of period	$	113,695	$	32,595

Supplemental cash flow information:
Noncash financing and investing activities

Securities purchased but not yet paid for	$	13,399	$	—


Recognition of right-of-use asset	—		19,951
Recognition of operating lease liability	—		20,335
Recognition of finance lease asset	13		—
Recognition of finance lease liability	13		—

Cash paid for:
Interest	$	1,167	$	1,166
Income taxes	16		17

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 seven 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. The interest rate was 3.35% and the total amount of deferred interest was $2.7 million at June 30, 2020.

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 defined directly below, 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 ("the 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 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. As a result of the Formal Agreement, Carver 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.

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., which is currently inactive. 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 period ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended March 31, 2021. The consolidated balance sheet at June 30, 2020 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, 2020. 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.

Recent Events

On March 11, 2020, the World Health Organization declared a pandemic related to the global spread of COVID-19, the disease caused by a novel strain of coronavirus. The COVID-19 pandemic has adversely affected global, national and local economies, resulting in significant volatility and disruption in banking and other financial activity in the areas in which we operate. In response to the pandemic, Governor Andrew Cuomo issued the "New York State on PAUSE" executive order to shelter in place, maintain social distancing and close all non-essential businesses statewide effective March 22, 2020. As banking was designated an essential business by New York State, the Company remained open during this time. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19 and the extent of the impact of COVID-19 on the Company's operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, and the impact on customers, employees and vendors, all of which are uncertain and cannot be determined at this time.

Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus

Financial Accounting Standards Board that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.

The statement further provided that working with borrowers that are current on existing loans, either individually or as part of a program for creditworthy borrowers who are experiencing short-term financial or operational problems as a result of COVID-19, generally would not be considered TDRs. For modification programs designed to provide temporary relief for current borrowers affected by COVID-19, financial institutions may presume that borrowers that are current on payments are not experiencing financial difficulties at the time of the modification for purposes of determining TDR status, and thus no further TDR analysis is required for each loan modification in the program.

The statement indicated that the agencies’ examiners will exercise judgment in reviewing loan modifications, including TDRs, and will not automatically adversely risk rate credits that are affected by COVID-19, including those considered TDRs.

In addition, the statement noted that efforts to work with borrowers of one-to-four family residential mortgages, where the loans are prudently underwritten, and not past due or carried on nonaccrual status, will not result in the loans being considered restructured or modified for the purposes of their risk-based capital rules. With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to COVID-19 as past due because of the deferral.

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed to provide emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The law had several provisions relevant to financial institutions, including:

•Allowing institutions not to characterize loan modifications relating to the COVID-19 pandemic as a troubled debt restructuring and also allowing them to suspend the corresponding impairment determination for accounting purposes.

•The ability of a borrower of a federally backed mortgage loan (VA, FHA, USDA, Freddie Mac and Fannie Mae) experiencing financial hardship due, directly or indirectly, to the COVID-19 pandemic to request forbearance from paying their mortgage by submitting a request to the borrower’s servicer affirming their financial hardship during the COVID-19 emergency. Such a forbearance will be granted for up to 180 days, which can be extended for an additional 180-day period upon the request of the borrower. During that time, no fees, penalties or interest beyond the amounts scheduled or calculated as if the borrower made all contractual payments on time and in full under the mortgage contract will accrue on the borrower’s account. Except for vacant or abandoned property, the servicer of a federally backed mortgage is prohibited from taking any foreclosure action, including any eviction or sale action, for not less than the 60-day period beginning March 18, 2020.

•The ability of a borrower of a multifamily federally backed mortgage loan that was current as of February 1, 2020, to submit a request for forbearance to the borrower’s servicer affirming that the borrower is experiencing financial hardship during the COVID-19 emergency. A forbearance will be granted for up to 30 days, which can be extended for up to two additional 30-day periods upon the request of the borrower. During the time of the forbearance, the multifamily borrower cannot evict or initiate the eviction of a tenant or charge any late fees, penalties or other charges to a tenant for late payment of rent. Additionally, a multifamily borrower that receives a forbearance may not require a tenant to vacate a dwelling unit before a date that is 30 days after the date on which the borrower provides the tenant notice to vacate and may not issue a notice to vacate until after the expiration of the forbearance.

Consistent with regulatory guidance and the provisions of the CARES Act, loans less than 30 days past due at December 31, 2019 that were granted COVID-19 related payment deferrals will continue to be considered current and not be reported as TDRs. The Bank has accommodated borrowers with short-term deferments for up to 3 or 4 months as requests or needed. The Bank has been working with the borrowers to determine if there is a risk of any losses associated with repayment and if any additional reserves would have to be allocated to this portfolio. Based on the analysis performed by the Bank, it was determined that additional reserves were not required as approximately half of the commercial loans resumed payments in July and August. As of the filing date, we have 55 loans that are on deferment totaling $48.1 million.

The Company is closely monitoring its asset quality, liquidity, and capital positions. Management is actively working to minimize the current and future impact of this unprecedented situation, and is making adjustments to operations where appropriate or necessary to help slow the spread of the virus. In addition, as a result of further actions that may be taken to contain or reduce the impact of the COVID-19 pandemic, the Company may experience changes in the value of collateral securing outstanding loans, reductions in the credit quality of borrowers and the inability of borrowers to repay loans in accordance with their terms. The Company is actively managing the credit risk in its loan portfolio, including reviewing the industries that the Company believes are most likely to be impacted by emerging COVID-19 events. These and similar factors and events may have substantial negative effects on the business, financial condition, and results of operations of the Company and its customers. The Bank has seen an increase in its delinquencies since March 31, 2020 and has determined that $2.1 million of the increase is directly related to the COVID-19 pandemic.

As part of the CARES Act, the Small Business Administration ("SBA") is authorized to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program ("PPP"). Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The Bank is participating as a lender in the PPP, which opened on April 3, 2020. As of July 31, 2020, the Bank has approved 200 applications for approximately $34.6 million of loans under the PPP. Since the PPP loans are fully guaranteed by the SBA, there are no additional ALLL reserves required. The Federal Reserve established the Paycheck Protection Program Liquidity Facility (PPPLF) to support the PPP program by extending credit to eligible financial institutions that originate PPP loans, taking the loans as collateral at face value. As of July 31, 2020, the Bank's outstanding advances under the PPPLF totaled $28.3 million.

NOTE 3. LOSS PER COMMON SHARE

The following table reconciles the loss available to common shareholders (numerator) and the weighted average common stock outstanding (denominator) for both basic and diluted loss per share for the following periods:


	Three Months Ended June 30, 2020,
$ in thousands except per share data	2020		2019
Net loss	$	(812)	$	(1,139)



Weighted average common shares outstanding - basic	3,700,082		3,698,897

Weighted average common shares outstanding – diluted	3,700,082		3,698,897

Basic loss per common share	$	(0.22)	$	(0.31)
Diluted loss per common share	(0.22)		(0.31)

For the three months ended June 30, 2020 and 2019, all restricted 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.

In June 2020, an institutional investor notified the Company of their intention to effect a series of transfers of up to all its holdings of Series D Preferred Stock. As of June 30, 2020, 597 shares of Series D Preferred Stock were converted into 73,003 shares of Common Stock, which were subsequently sold in the open market. The conversion and sale had no impact on the Company's total capital.

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 three months ended June 30, 2020 and 2019:


$ in thousands	At March 31, 2020		Other Comprehensive Income, net of tax		At June 30, 2020
Net unrealized income (loss) on securities available-for-sale	$	932	$	(1,074)	$	(142)


$ in thousands	At March 31, 2019		Other Comprehensive Income, net of tax		At June 30, 2019
Net unrealized loss on securities available-for-sale	$	(939)	$	879	$	(60)

There was an $862 thousand reclassification out of accumulated other comprehensive income to the consolidated statement of operations for the three months ended June 30, 2020. There were no reclassifications out of accumulated other comprehensive loss to the consolidated statement of operations for the three months ended June 30, 2019.

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 June 30, 2020, $63.5 million, or 86.5%, of the Bank’s total securities were classified as available-for-sale, and $9.9 million, or 13.5%, were classified as held-to-maturity. The Bank had no securities classified as trading at June 30, 2020 and March 31, 2020.

Equity securities as of June 30, 2020 primarily consists of the Bank's investment in a limited partnership Community Capital Fund. These securities are measured at fair value with unrealized holding gains and losses reflected in net income. Other investments totaled $925 thousand at June 30, 2020 and are included in Other Assets on the Statements of Financial Condition.

The following tables set forth the amortized cost and fair value of securities available-for-sale and held-to-maturity at June 30, 2020 and March 31, 2020:


	At June 30, 2020
	Amortized		Gross Unrealized
$ in thousands	Cost		Gains		Losses		Fair Value
Available-for-Sale:
Mortgage-backed Securities:
Government National Mortgage Association	$	1,867	$	72	$	—	$	1,939
Federal Home Loan Mortgage Corporation	5,051		127		3		5,175

Total mortgage-backed securities	6,918		199		3		7,114
U.S. Government Agency Securities	22,699		15		190		22,524

Corporate Bonds	6,279		4		—		6,283
Muni Securities	17,779		—		169		17,610
Asset-backed Securities	9,979		2		—		9,981
Total available-for-sale	$	63,654	$	220	$	362	$	63,512

Held-to-Maturity:
Mortgage-backed Securities:
Government National Mortgage Association	$	903	$	78	$	—	$	981
Federal National Mortgage Association and Other	7,972		351		—		8,323
Total held-to-maturity mortgage-backed securities	8,875		429		—		9,304
Corporate Bonds	1,000		—		—		1,000
Total held-to maturity	$	9,875	$	429	$	—	$	10,304


	At March 31, 2020
	Amortized		Gross Unrealized
$ in thousands	Cost		Gains		Losses		Fair Value
Available-for-Sale:
Mortgage-backed Securities:
Government National Mortgage Association	$	3,510	$	77	$	—	$	3,587
Federal Home Loan Mortgage Corporation	9,244		312		18		9,538
Federal National Mortgage Association	21,495		673		—		22,168

Total mortgage-backed securities	34,249		1,062		18		35,293
U.S. Government Agency Securities	26,616		20		155		26,481
Corporate Bonds	4,032		33		10		4,055

Total available-for-sale	$	64,897	$	1,115	$	183	$	65,829

Held-to-Maturity:
Mortgage-backed Securities:
Government National Mortgage Association	$	972	$	76	$	—	$	1,048
Federal National Mortgage Association and Other	8,179		342		—		8,521
Total held-to-maturity mortgage-backed securities	9,151		418		—		9,569
Corporate Bonds	1,000		—		5		995
Total held-to-maturity	$	10,151	$	418	$	5	$	10,564

The following is a summary regarding proceeds, gross gains and gross losses realized from the sale of securities from the available-for-sale portfolio for the three months ended June 30, 2020. There were no sales of available-for-sale and held-to-maturity securities for the three months ended June 30, 2019.


$ in thousands	June 30, 2020
Proceeds	$	30,190
Gross gains	862
Gross losses	—

The following tables set forth the unrealized losses and fair value of securities in an unrealized loss position at June 30, 2020 and March 31, 2020 for less than 12 months and 12 months or longer:


	At June 30, 2020
	Less than 12 months						12 months or longer						Total
$ in thousands	Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value
Available-for-Sale:
Mortgage-backed securities	$	—	$	—	$	3	$	563	$	3	$	563
U.S. Government Agency securities	—		—		190		20,906		190		20,906



Muni securities	169		12,393		—		—		169		12,393
Total available-for-sale securities	$	169	$	12,393	$	193	$	21,469	$	362	$	33,862


	At March 31, 2020
	Less than 12 months						12 months or longer						Total
$ in thousands	Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value
Available-for-Sale:
Mortgage-backed securities	$	—	$	—	$	18	$	619	$	18	$	619
U.S. Government Agency securities					155		21,494		155		21,494
Corporate bonds	10		1,999		—		—		10		1,999

Total available-for-sale securities	$	10	$	1,999	$	173	$	22,113	$	183	$	24,112
Held-to-Maturity:

Corporate bonds	$	5	$	995	$	—	$	—	$	5	$	995
Total held-to-maturity securities	$	5	$	995	$	—	$	—	$	5	$	995

A total of 8 securities had an unrealized loss at June 30, 2020 compared to 7 at March 31, 2020. U.S. government agency securities and muni securities represented 61.7% and 36.6%, respectively, of total available-for-sale securities in an unrealized loss position at June 30, 2020. There was 1 mortgage-backed security and four U.S. government agency securities that had an unrealized loss position for more than 12 months at June 30, 2020. 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 that the Company has the ability and intent to hold the securities until maturity or until the valuations recover. The Bank did not have any securities that were classified as having other-than-temporary impairment in its investment portfolio at June 30, 2020.

The following is a summary of the amortized cost and fair value of debt securities at June 30, 2020, 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 thousands	Amortized Cost		Fair Value		Weighted Average Yield
Available-for-Sale:
Less than one year	$	1,002	$	1,007	1.71	%
One through five years	4,114		4,130		3.00	%
Five through ten years	6,877		6,813		1.35	%
After ten years	44,743		44,448		1.83	%
Mortgage-backed securities	6,918		7,114		2.63	%
Total	$	63,654	$	63,512	1.94	%

Held-to-maturity:

Five through ten years	1,000		1,000		5.75	%

Mortgage-backed securities	8,875		9,304		2.49	%
Total	$	9,875	$	10,304	2.82	%

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, 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.

The general valuation allowance applied to those pooled loans not deemed to be impaired is determined using a three step process:

•Trends of historical losses where the net charge-offs on each category are reviewed over a 20 quarter look back period.

•Assessment of several qualitative factors which are adjusted to reflect changes in the current environment.

•Loss Emergence Period reserve "LEP" which takes into account that borrowers have the potential to have suffered some form of loss-causing event or circumstance but that the lender may be unaware of the event.

During the fourth quarter of fiscal 2020, we changed the impact rating of the economic factors (related to unemployment and inflation rate) and collateral factors from moderate to high across all loan categories. Additionally, the factors related to problem loans (including delinquency and credit quality) in the Commercial Real Estate category were increased from moderate to high. These changes were made as a response to the ongoing and expected stressed economic environment resulting from the COVID-19 pandemic. During the first quarter of fiscal 2021, we increased our qualitative factors due to the ongoing pandemic. These increases in reserves were offset by decreases in our quantitative reserve analysis as the rolling 20 quarter historical loss look back period in the multifamily loan category showed improvement. This was due to one historical quarter with large charge-offs no longer being included in the calculation. Additionally, we had an overall decline in loan balances that required reserves. The net result of our analysis showed that a small release was appropriate for the quarter.

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 June 30, 2020 and March 31, 2020:


	June 30, 2020						March 31, 2020
$ in thousands	Amount		Percent		Amount		Percent
Gross loans receivable:
One-to-four family	$	96,204	21.1	%	$	105,532	24.8	%
Multifamily	93,377		20.5	%	89,241		21.0	%
Commercial real estate	146,770		32.2	%	141,761		33.3	%

Business ⁽¹⁾	116,453		25.5	%	85,425		20.1	%
Consumer ⁽²⁾	2,976		0.7	%	3,213		0.8	%
Total loans receivable	$	455,780	100.0	%	$	425,172	100.0	%

Unamortized premiums, deferred costs and fees, net	2,791				3,560

Allowance for loan losses	(4,836)				(4,946)
Total loans receivable, net	$	453,735			$	423,786

⁽¹⁾ Includes PPP loans and business overdrafts

⁽²⁾Includes personal loans and consumer overdrafts

The Bank is participating as a lender in the Paycheck Protection Program ("PPP"), which opened on April 3, 2020. As part of the CARES Act, the Small Business Administration ("SBA") is authorized to temporarily guarantee loans under this new 7(a) loan program. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. Since the PPP loans are fully guaranteed by the SBA, there are no additional ALLL reserves required. As of June 30, 2020, the Bank has approved and funded approximately 192 applications totaling $34.4 million of loans under the PPP.

Consistent with regulatory guidance and the provisions of the CARES Act, loans less than 30 days past due at December 31, 2019 that were granted COVID-19 related payment deferrals will continue to be considered current and not be reported as TDRs. As of June 30, 2020, the Bank has received 96 applications for payment deferrals on approximately $96.6 million of loans. This total included 71 commercial loans totaling $88.7 million and 25 residential loans totaling $7.9 million. The Bank has been working with the borrowers to determine if there is a risk of any losses associated with repayment and if any additional reserves would have to be allocated to this portfolio. Based on the analysis performed by the Bank, it was determined that additional reserves were not required as approximately half of the commercial loans resumed payments in July and August.

The following is an analysis of the allowance for loan losses based upon the method of evaluating loan impairment for the three month periods ended June 30, 2020 and 2019, and the fiscal year ended March 31, 2020.


Three months ended June 30, 2020
$ in thousands	One-to-four family		Multifamily		Commercial Real Estate		Business		Consumer		Unallocated		Total
Allowance for loan losses:
Beginning Balance	$	1,055	$	1,011	$	812	$	1,567	$	212	$	289	$	4,946
Charge-offs	—		—		—		(10)		—		—		(10)
Recoveries	—		—		—		—		2		—		2
Provision for (recovery of) Loan Losses	(83)		(100)		143		(46)		(12)		(4)		(102)
Ending Balance	$	972	$	911	$	955	$	1,511	$	202	$	285	$	4,836

Allowance for Loan Losses Ending Balance: collectively evaluated for impairment	$	870	$	911	$	955	$	1,502	$	202	$	285	$	4,725
Allowance for Loan Losses Ending Balance: individually evaluated for impairment	103		—		—		8		—		—		111

Loan Receivables Ending Balance:	$	97,976	$	92,125	$	148,786	$	116,678	$	3,006	$	—	$	458,571
Ending Balance: collectively evaluated for impairment	93,512		91,752		144,647		113,395		3,006		—		446,312
Ending Balance: individually evaluated for impairment	4,464		373		4,139		3,283		—		—		12,259


At March 31, 2020
$ in thousands	One-to-four family		Multifamily		Commercial Real Estate		Business		Consumer		Unallocated		Total







Allowance for Loan Losses Ending Balance: collectively evaluated for impairment	$	899	$	1,011	$	812	$	1,557	$	212	$	289	$	4,780
Allowance for Loan Losses Ending Balance: individually evaluated for impairment	156		—		—		10		—		—		166

Loan Receivables Ending Balance:	$	107,528	$	89,887	$	142,410	$	85,659	$	3,248	$	—	$	428,732
Ending Balance: collectively evaluated for impairment	102,902		89,512		142,410		82,210		3,248		—		420,282
Ending Balance: individually evaluated for impairment	4,626		375		—		3,449		—		—		8,450


Three months ended June 30, 2019
$ in thousands	One-to-four family		Multifamily		Commercial Real Estate		Business		Consumer		Unallocated		Total
Allowance for loan losses:
Beginning Balance	$	1,274	$	885	$	766	$	1,330	$	154	$	237	$	4,646
Charge-offs	—		—		—		—		(67)		—		(67)
Recoveries	—		—		—		88		2		—		90
Provision for (recovery of) Loan Losses	(42)		(10)		(98)		(18)		151		18		1
Ending Balance	$	1,232	$	875	$	668	$	1,400	$	240	$	255	$	4,670

The following is a summary of nonaccrual loans at June 30, 2020 and March 31, 2020.


$ in thousands	June 30, 2020		March 31, 2020
Gross loans receivable:
One-to-four family	$	3,671	$	3,582
Multifamily	373		375
Commercial real estate	4,139		—

Business	3,571		2,797
Consumer	22		22
Total nonaccrual loans	$	11,776	$	6,776

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.

At June 30, 2020 and March 31, 2020, other non-performing assets totaled $120 thousand which consisted of other real estate owned comprised of two foreclosed residential properties. Other real estate loans is included in other assets in the consolidated statements of financial condition. There were no held-for-sale loans at June 30, 2020 and March 31, 2020.

Although we believe that substantially all risk elements at June 30, 2020 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.

At June 30, 2020, 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		Business
Credit Risk Profile by Internally Assigned Grade:
Pass	$	91,752	$	143,260	$	111,758
Special Mention	—		1,387		1,630
Substandard	373		4,139		3,290


Total	$	92,125	$	148,786	$	116,678

			One-to-four family		Consumer
Credit Risk Profile Based on Payment Activity:
Performing			$	94,305	$	3,006
Non-Performing			3,671		—
Total			$	97,976	$	3,006

At March 31, 2020, and based on the most recent analysis performed, the risk category by class of loans is as follows:


$ in thousands	Multifamily		Commercial Real Estate		Business
Credit Risk Profile by Internally Assigned Grade:
Pass	$	89,512	$	141,793	$	80,016
Special Mention	—		617		2,184
Substandard	375		—		3,459


Total	$	89,887	$	142,410	$	85,659

			One-to-four family		Consumer
Credit Risk Profile Based on Payment Activity:
Performing			$	103,946	$	3,225
Non-Performing			3,582		23
Total			$	107,528	$	3,248

The following table presents an aging analysis of the recorded investment of past due loans receivables at June 30, 2020 and March 31, 2020.


June 30, 2020
$ in thousands	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total Loans Receivables
One-to-four family	$	660	$	—	$	2,959	$	3,619	$	94,357	$	97,976
Multifamily	374		487		—		861		91,264		92,125
Commercial real estate	5,980		—		6,218		12,198		136,588		148,786

Business	413		510		1,620		2,543		114,135		116,678
Consumer	177		—		23		200		2,806		3,006
Total	$	7,604	$	997	$	10,820	$	19,421	$	439,150	$	458,571


March 31, 2020
$ in thousands	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total Loans Receivables
One-to-four family	$	1,410	$	—	$	3,202	$	4,612	$	102,916	$	107,528
Multifamily	490		—		—		490		89,397		89,887
Commercial real estate	6,621		—		—		6,621		135,789		142,410

Business	1,360		3		700		2,063		83,596		85,659
Consumer	103		1		23		127		3,121		3,248
Total	$	9,984	$	4	$	3,925	$	13,913	$	414,819	$	428,732

The following table presents information on impaired loans with the associated allowance amount, if applicable, at June 30, 2020 and March 31, 2020.


	At June 30, 2020										At March 31, 2020
$ in thousands	Recorded Investment		Unpaid Principal Balance		Associated Allowance		Recorded Investment		Unpaid Principal Balance		Associated Allowance
With no specific allowance recorded:
One-to-four family	$	3,907	$	4,654	$	—	$	3,819	$	4,566	$	—
Multifamily	373		375		—		375		376		—
Commercial real estate	4,139		4,139		—		—		—		—

Business	2,691		2,702		—		2,797		2,917		—

With an allowance recorded:
One-to-four family	557		553		103		807		803		156



Business	592		592		8		652		652		10

Total	$	12,259	$	13,015	$	111	$	8,450	$	9,314	$	166

The following tables presents information on average balances of impaired loans and the interest income recognized on a cash basis for the three month periods ended June 30, 2020 and 2019.


	For the Three Months Ended June 30,
	2020						2019
$ in thousands	Average Balance		Interest Income Recognized		Average Balance		Interest Income Recognized
With no specific allowance recorded:
One-to-four family	$	3,862	$	27	$	4,432	$	17
Multifamily	374		4		3,179		27
Commercial real estate	2,069		—		238		—

Business	2,744		29		1,977		24

With an allowance recorded:
One-to-four family	682		—		926		—


Business	622		—		1,266		—

Total	$	10,353	$	60	$	12,018	$	68

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 June 30, 2020 were $3.4 million, $1.9 million of which were non-performing as they were either not consistently performing in accordance with their modified terms or not performing in accordance with their modified terms for at least six months. At March 31, 2020, total TDR loans were $3.9 million, of which $2.2 million were non-performing.

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 were no loan modifications made during the three month periods ended June 30, 2020 and 2019.

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 three month periods ended June 30, 2020 and 2019, there were no modified loans that defaulted within 12 months of modification.

At June 30, 2020, there were 5 loans in the TDR portfolio totaling $1.5 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, 2020, there were 6 loans in the TDR portfolio totaling $1.7 million that were on accrual status.

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.

The aggregate amount of loans outstanding to related parties was $70 thousand at June 30, 2020 and March 31, 2020. There were no advances and principal repayments during the the three months ended June 30, 2020.

Furthermore, 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

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. Fair value measurements are categorized in a 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 June 30, 2020 and March 31, 2020, and that are included in the Company’s Consolidated Statements of Financial Condition at these dates:


	Fair Value Measurements at June 30, 2020, Using
$ in thousands	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Mortgage servicing rights	$	—	$	—	$	152	$	152
Investment securities
Available-for-sale:
Mortgage-backed securities:
Government National Mortgage Association	—		1,939		—		1,939
Federal Home Loan Mortgage Corporation	—		5,175		—		5,175


U.S. Government Agency securities	—		22,524		—		22,524

Corporate bonds	—		6,283		—		6,283
Muni securities	—		17,610		—		17,610
Asset-backed securities	—		9,981		—		9,981
Total available-for-sale securities	—		63,512		—		63,512

Total	$	—	$	63,512	$	152	$	64,589


	Fair Value Measurements at March 31, 2020, Using
$ in thousands	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Mortgage servicing rights	$	—	$	—	$	145	$	145
Investment securities
Available-for-sale:
Mortgage-backed securities:
Government National Mortgage Association	—		3,587		—		3,587
Federal Home Loan Mortgage Corporation	—		9,538		—		9,538
Federal National Mortgage Association	—		22,168		—		22,168

U.S. Government Agency securities	—		26,481		—		26,481
Corporate bonds	—		4,055		—		4,055
Total available-for-sale securities	—		65,829		—		65,829

Total assets	$	—	$	65,829	$	145	$	65,974

Instruments for which unobservable inputs are significant to their fair value measurement (i.e., Level 3) include mortgage servicing rights (“MSR”) and other investments. Level 3 assets accounted for 0.02% and 0.03% of the Company’s total assets measured at fair value at June 30, 2020 and March 31, 2020, respectively.

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 month period ended June 30, 2020, 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 three months ended June 30, 2020 and 2019:


$ in thousands	Beginning balance, April 1, 2020	Total Realized/Unrealized Gains/(Losses) Recorded in Income ⁽¹⁾	Issuances / (Settlements)	Transfers to/(from) Level 3	Ending balance, June 30, 2020	Change in Unrealized Gains/(Losses) Related to Instruments Held at June 30, 2020




Mortgage servicing rights	145	7	—	—	152	7


$ in thousands	Beginning balance, April 1, 2019	Total Realized/Unrealized Gains/(Losses) Recorded in Income ⁽¹⁾	Issuances / (Settlements)	Transfers to/(from) Level 3	Ending balance, June 30, 2019	Change in Unrealized Gains/(Losses) Related to Instruments Held at June 30, 2019




Mortgage servicing rights	180	(12)	—	—	168	(12)

⁽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 June 30, 2020 and March 31, 2020, the significant unobservable inputs used in the fair value measurements were as follows:

$ in thousands

Fair Value
June 30, 2020

Valuation Technique

Significant Unobservable Inputs

Significant Unobservable Input Value

Mortgage servicing rights

152

Discounted Cash Flow

Weighted Average Constant Prepayment Rate ⁽¹⁾

14.32

Option Adjusted Spread ("OAS") applied to Treasury curve

1200 basis points

$ in thousands

Fair Value
March 31, 2020

Valuation Technique

Significant Unobservable Inputs

Significant Unobservable Input Value

Mortgage servicing rights

145

Discounted Cash Flow

Weighted Average Constant Prepayment Rate ⁽¹⁾

15.64

Option Adjusted Spread ("OAS" applied to Treasury curve

1200 basis points

⁽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 June 30, 2020 and March 31, 2020, and that are included in the Company’s Consolidated Statements of Financial Condition at these dates:


	Fair Value Measurements at June 30, 2020, Using
	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)

Impaired loans	$	—	$	—	$	1,038	$	1,038
Other real estate owned	—		—		120		$	120


	Fair Value Measurements at March 31, 2020, Using
	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)

Impaired loans	$	—	$	—	$	1,293	$	1,293
Other real estate owned	—		—		120		$	120

For Level 3 assets measured at fair value on a non-recurring basis as of June 30, 2020 and March 31, 2020, the significant unobservable inputs used in the fair value measurements were as follows:

$ in thousands

Fair Value
June 30, 2020

Valuation Technique

Significant Unobservable Inputs

Significant Unobservable Input Value

Impaired loans

1,038

Appraisal of collateral

Appraisal adjustments

7.5% cost to sell

Other real estate owned

120

Appraisal of collateral

Appraisal adjustments

7.5% cost to sell

$ in thousands

Fair Value March 31, 2020

Valuation Technique

Significant Unobservable Inputs

Significant Unobservable Input Value

Impaired loans

1,293

Appraisal of collateral

Appraisal adjustments

7.5% cost to sell

Other real estate owned

120

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 fair value.

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 June 30, 2020 and March 31, 2020 are as follows:


	June 30, 2020
$ 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	$	113,695	$	113,695	$	113,695	$	—	$	—

Securities available-for-sale	63,512		63,512		—		63,512		—


Securities held-to-maturity	9,875		10,304		—		10,304		—
Loans receivable	453,735		468,148		—		—		468,148

Accrued interest receivable	2,387		2,387		—		2,387		—
Mortgage servicing rights	152		152		—		—		152
Other assets - Interest-bearing deposits	982		982		—		982		—
Financial Liabilities:
Deposits	$	539,587	$	541,088	$	340,791	$	200,297	$	—


Other borrowed money	41,696		41,769		—		41,769		—
Accrued interest payable	2,770		2,770		—		2,770		—


	March 31, 2020
$ 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	$	47,540	$	47,540	$	47,540	$	—	$	—

Securities available-for-sale	65,829		65,829		—		65,829		—


Securities held-to-maturity	10,151		10,564		—		10,564		—
Loans receivable	423,786		438,017		—		—		438,017

Accrued interest receivable	2,052		2,052		—		2,052		—
Mortgage servicing rights	145		145		—		—		145
Other assets - Interest-bearing deposits	981		981		—		981		—
Financial Liabilities:
Deposits	$	488,815	$	489,309	$	291,951	$	197,358	$	—

Other borrowed money	13,403		13,386		—		13,386		—
Accrued interest payable	2,695		2,695		—		2,695		—

NOTE 10. NON-INTEREST REVENUE AND EXPENSE

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 standard lending fees (such as inspection and late charges). These standard lending fees are earned on a monthly basis upon receipt.

Other non-interest income

Other non-interest income includes correspondent banking fees, and income associated with 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.

Interchange income

The Company earns interchange fees from debit card holder transactions conducted through various payment networks. Interchangee fees from cardholder transactions are recognized daily, concurrently with the transaction processing services provided by an outsource technology solution and are presented on a net basis.

The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three months ended June 30, 2020 and 2019:


	Three Months Ended June 30,
$ in thousands	2020		2019
Non-interest income
In-scope of Topic 606
Depository fees and charges	$	587	$	804
Loan fees and service charges	57		75
Other non-interest income	92		14
Non-interest income (in-scope of Topic 606)	736		893
Non-interest income (out-of-scope of Topic 606)	947		48
Total non-interest income	$	1,683	$	941

The following table sets forth other non-interest income and expense totals exceeding9 1% of the aggregate of total interest income and non-interest income for any of the periods presented:


	Three Months Ended June 30,
$ in thousands	2020		2019
Other non-interest income:


Correspondent banking fees	$	79	$	—
Other	83		46
Total non-interest income	$	162	$	46

Other non-interest expense:
Advertising	$	25	$	93
Contributions	84		8
Legal expense	70		98
Insurance and surety	158		144
Audit expense	138		126
Outsourced service	25		156
Data lines / internet	112		108

Retail expenses	184		200



Director's fees	85		77
Other	518		544
Total non-interest expense	$	1,399	$	1,554

NOTE 11. LEASES

On April 1, 2019, the Company adopted Topic 842 and all subsequent ASUs that modified Topic 842. The Company has operating leases related to its administrative offices, seven retail branches and four ATM centers. Two of the operating leases are for branch locations where the Company had entered into a sale and leaseback transaction. The gain had been calculated utilizing the profit on sale in excess of the present value of the minimum lease payments, and the profit on the sale was deferred from gain recognition to be amortized into income over the terms of the leases in accordance with ASC 840. ASC 842 does not require previous sale and leaseback transactions accounted for under ASC 840 to be reassessed. Because the transactions had no off-market terms, the Company recorded a $5.3 million cumulative effect adjustment to retained earnings to recognize the total deferred gain balance at the adoption date. The implementation of the new standard resulted in the recognition of $20.0 million right-of-use ("ROU") assets and corresponding operating lease liabilities upon adoption. As of June 30, 2020, operating ROU lease assets and related lease liabilities totaled $17.1 million and $17.7 million, respectively.

As the implicit rates of the Company's existing leases are not readily determinable, the discount rate used in determining the lease liability obligation for each individual lease was the FHLB-NY fixed-rate advance rates based on the remaining lease terms as of April 1, 2019.

As of June 30, 2020, the Company had $174 thousand and $166 thousand of ROU asset and lease liability, respectively, for finance leases related to equipment. The ROU asset is included in Premises and Equipment, net, and the lease liability is included in Advances from the FHLB-NY and Other Borrowed Money on the statements of financial condition.

The following tables present information about the Company's leases and the related lease costs as of and for the three months ended June 30, 2020:


	June 30, 2020
Weighted-average remaining lease term
Operating leases	7.7 years
Finance lease	2.9 years

Weighted-average discount rate
Operating leases	3.00	%
Finance lease	1.78	%


	Three Months Ended June 30,
$ in thousands	2020		2019
Operating lease expense	$	714	$	730

Finance lease cost
Amortization of right-of use asset	21		—
Interest on lease liability	1		—

Cash paid for amounts included in the measurement of lease liabilities
Operating leases	682		$	686
Finance lease	17		—

Maturities of lease liabilities at June 30, 2020 are as follows:


$ in thousands	Operating Leases		Finance Leases
Year ending March 31,
2021	$	2,041	$	54
2022	2,619		72
2023	2,479		30
2024	2,535		11
2025	2,318		3
Thereafter	7,913		—
Total lease payments	19,905		170
Interest	(2,242)		(4)
Lease liability	$	17,663	$	166

NOTE 12. IMPACT OF RECENT ACCOUNTING STANDARDS

Accounting Standards Recently Adopted

On April 1, 2018, the Company adopted Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers (Topic 606), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of Topic 606 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. Topic 606 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 adoption of Topic 606 did not have a material

impact to the Company's consolidated financial statements. For the Company's revenue recognition policy on non-interest income, refer to Note 10 "Non-Interest Revenue and Expense."

On April 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments (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. On April 1, 2019, the Company adopted 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. Upon adoption, we recognized a cumulative effect adjustment of $721 thousand as a reclassification from accumulated other comprehensive loss to accumulated deficit. The tax impact on this reclassification was not material and there was no net tax effect because of the full deferred tax asset valuation allowance. Additionally, all future unrealized gains and losses will be recognized in the Statements of Operations. See Note 6 "Investment Securities" for further information.

On April 1, 2019, the Company adopted ASC Topic 842, Leases (Topic 842). From the lessee's perspective, the new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for a lessee. From the lessor's perspective, the new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor does not convey risks and rewards or control, an operating lease results. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company adopted this ASU effective April 1, 2019 and elected to apply the guidance as of the beginning of the period of adoption (April 1, 2019) and not restate comparative periods. The Company also elected certain optional practical expedients, which allow the Company to forego a reassessment of (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) the initial direct costs for any existing leases. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements, the latter not being applicable to the Company. Topic 842 also provides certain accounting policy elections for an entity’s ongoing accounting. For operating leases wherein the Company is the lessee, the Company has elected the practical expedient to not separate lease and non-lease components. Upon adoption, the Company recorded ROU assets and corresponding operating lease liabilities totaling $20.0 million. In addition, a $5.3 million cumulative effect adjustment to retained earnings was recorded to recognize the total deferred gain from the sale of buildings at the adoption date. As the implicit rate in each of the Company’s leases is not readily determinable, the Company is required to apply the Company’s incremental borrowing rate (“IBR”) to calculate the lease liability and ROU asset for its leasing arrangements. The Company has used the FHLB borrowing rate to calculate the IBR. The Company will also consider lease renewal options reasonably certain of exercise for purposes of determining the term of the underlying borrowing. The Company has considered various other factors, including, economic environment and determined that these factors do not currently impact the Company’s IBR calculation. The Company will continue to assess the appropriateness of the conclusions reached herein with respect to each of the factors discussed above and will determine the appropriate IBR for each new lease arrangement or modification, as required. See Note 11 “Leases” for further information.

On April 1, 2019, the Company adopted 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 adoption of the standard did not have a material impact on the Company's consolidated statements of financial condition and results of operations.

On April 1, 2018, the Company adopted 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 adoption of the standard did not have a material impact on the Company's consolidated statements of financial condition and results of operations.

On April 1, 2019, the Company adopted 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. As the Company has provided a full valuation allowance against its net deferred tax assets, the change in tax rates resulted in a writedown of the deferred tax assets, which was offset by a reduction in the deferred tax valuation allowance.

Accounting Standards Not Yet Adopted

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. In May 2019, the FASB issued ASU No. 2019-05, "Financial Instruments - Credit Losses (Topic 326): Target Transition Relief," to provide transition relief by giving entities an option to irrevocably elect the fair value option for certain financial assets measured at amortized cost upon adoption of ASU 2016-13. In November 2019, the FASB issued ASU No. 2019-10, which extended the CECL implementation date for smaller reporting companies, as defined by the SEC. The new effective date is for fiscal years beginning after December 15, 2022 (for the Company, the fiscal year ending March 31, 2024), including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-11, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses," to amend or clarify guidance regarding expected recoveries for purchased financial assets with credit deterioration, transition relief for troubled debt restructurings, disclosures related to accrued interest receivables, and financial assets secured by collateral maintenance provisions. The Company is currently in the implementation stage of ASU 2016-13 and has engaged two vendors to assist management in evaluating the requirements of the new standard, modeling requirements and assessment of the impact of the adoption of the new standard on its consolidated statements of financial condition and results of operations.

In August 2018, the FASB issued ASU No. 2018-13 "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement," to improve the effectiveness of disclosures in the notes to financial statements by facilitating clear communication of the information required by GAAP that is most important to users of an entity's financial statements. The amendments removed the disclosure requirements for (1) transfers between Levels 1 and 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation processes for Level 3 fair value measurements. Additionally, the amendments modified the disclosure requirements for investments in certain entities that calculate net asset value and measurement uncertainty. Finally, the amendments added disclosure requirements for (1) the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements, and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 measurements. The amendments in this update are effective for fiscal years beginning after December 15, 2019 (for the Company, the fiscal year ending March 31, 2021), and interim periods within those fiscal years. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted and an entity is permitted to early adopt any removed or modified disclosures upon issuance of the ASU and delay adoption of the additional disclosures until their effective date. The adoption of ASU 2018-13 is not expected to have a material impact on the Company's consolidated statements of financial condition and results of operations.

In December 2019, the FASB issued ASU No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," as part of the FASB's simplification initiative to reduce complexity, while maintaining or improving the usefulness of information provided to users of financial statements. The amendments in this update simplify the accounting for income taxes and improve consistent application of GAAP by removing certain exceptions and clarifying and amending existing guidance for areas of Topic 740. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2020 (for the Company, the fiscal year ending March 31, 2022), and interim periods within those fiscal years. ASU 2019-12 is not expected to have a material impact on the Company's financial statements.

In March 2020, the FASB issued ASU No. 2020-04 "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting," which provides optional expedients and exceptions for applying GAAP to

loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered "minor" so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. An entity may elect to apply ASU 2020-04 for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. We anticipate this ASU will simplify any modifications we execute between the selected start date (yet to be determined) and December 31, 2022 that are directly related to LIBOR transition by allowing prospective recognition of the continuation of the contract, rather than extinguishment of the old contract resulting in writing off unamortized fees/costs. The Company is evaluating the impacts of this ASU and has not yet determined whether LIBOR transition and this ASU will have a material impact on the Company's consolidated statements of financial condition and results of operations.

NOTE 13. SUBSEQUENT EVENTS

On July 2, 2020, The Goldman Sachs Group, Inc., an institutional investor, completed the conversion and subsequent sale of its shares: 13,519 Series D Preferred Stock shares were converted into 1,653,397 shares of Common Stock, which were subsequently sold in the open market. The conversion and sale had no impact on the Company's total capital.

On July 9, 2020, the Company received notice that Morgan Stanley International Holdings Inc., an institutional investor, relinquished its ownership of 180,573 shares of Company common stock and 13,523 shares of Company Preferred Series D Stock to the Company at no cost to the Company.

On July 30, 2020, the Company reached an agreement in principle (the "Agreement in Principle") with the United States Department of the Treasury (the "Treasury Department") to repurchase 2,321,286 shares of common stock of the Company, par value $0.01 per share, owned by the Treasury Department for an aggregate purchase price of $2.5 million. In connection with the Agreement in Principle, Morgan Stanley has provided a grant to the Company to fund the repurchase transaction. The Company executed a written agreement with the Treasury Department and completed the repurchase on August 6, 2020.

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

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 effects of COVID-19, which includes, but is not limited to, the length of time that the pandemic continues, the duration of shelter in place orders and the potential imposition of further restrictions on travel in the future, the remedial actions and stimulus measures adopted by federal, state, and local governments, the health of our employees and the inability of employees to work due to illness, quarantine, or government mandates, the business continuity plans of our customers and our vendors, the increased likelihood of cybersecurity risk, data breaches, or fraud due to employees working from home, the ability of our borrowers to continue to repay their loan obligations, the lack of property transactions and asset sales, potential impact on collateral values risks; and the effect of the pandemic on the general economy and the business of our borrowers;

•the ability of the Bank to comply with the Formal Agreement ("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 expenses 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;

•rights and 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 or otherwise negatively impact our stockholders;

•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 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;

•changes to state rent control laws, which may impact the credit quality of multifamily housing loans;

•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 seven branches and four 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 fifth consecutive "Outstanding" rating, issued by the OCC following its most recent Community Reinvestment Act (“CRA”) examination in January 2019. The OCC found that a substantial majority 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 $670.7 million in assets and 109 employees as of June 30, 2020.

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 account opening and 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 seven 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 70-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 June 30, 2020, 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, 2020, are presented below.


Involvement with SPE (000's)																	Funded Exposure		Unfunded Exposure	Total
$ in thousands	Recognized Gain (Loss) (000's)		Total Rights transferred		Significant unconsolidated VIE assets		Total Involvement with SPE asset		Debt Investments		Equity Investments		Funding Commitments		Maximum exposure to loss
Carver Statutory Trust 1 ⁽¹⁾	$	—	$	—	$	13,400	$	13,400	$	15,702	$	400	$	—	$	—	$	16,102





CDE 18*	600		13,254		—		—		—		—		—		5,169		5,169
CDE 19	500		10,746		11,099		11,099		—		1		—		4,191		4,192


Total	$	1,100	$	24,000	$	24,499	$	24,499	$	15,702	$	401	$	—	$	9,360	$	25,463

* Entity exited the NMTC projects during fiscal year 2018 and remain on the above table pending final dissolution.

⁽¹⁾ Carver Statutory Trust I debt investment includes deferred interest of $2.7 million.

economies, resulting in significant volatility and disruption in banking and other financial activity in the areas in which we operate. In response to the pandemic, Governor Andrew Cuomo issued the "New York State on PAUSE" executive order to shelter in place, maintain social distancing and close all non-essential businesses statewide effective March 22, 2020. As banking was designated an essential business by New York State, the Company has remained open during this time. The Company was proactive during the early stages of the crisis and immediately enacted our Business Continuity Plan and pandemic preparedness procedures. The Company implemented additional safety measures to ensure the health of its employees and customers at our open retail branch locations and most of our Corporate office employees shifted to a remote working environment. On March 27, 2020, the CARES Act was signed to provide emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19 and the extent of the impact of COVID-19 on the Company's operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, and the impact on customers, employees and vendors, all of which are uncertain and cannot be determined at this time. The Company is closely monitoring its asset quality, liquidity, and capital positions. Management is actively working to minimize the current and future impact of this unprecedented situation, and is making adjustments to operations where appropriate or necessary to help slow the spread of the virus. In addition, as a result of further actions that may be taken to contain or reduce the impact of the COVID-19 pandemic, the Company may experience changes in the value of collateral securing outstanding loans, reductions in the credit quality of borrowers and the inability of borrowers to repay loans in accordance with their terms. The Company is actively managing the credit risk in its loan portfolio, including reviewing the industries that the Company believes are most likely to be impacted by emerging COVID-19 events. These and similar factors and events may have substantial negative effects on the business, financial condition, and results of operations of the Company and its customers.

Critical Accounting Policies

Note 2 to the Company’s audited Consolidated Financial Statements for the year ended March 31, 2020 included in its Form 10-K for the year ended March 31, 2020, 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 Form 10-K for the year ended March 31, 2020.

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 evaluating the risk of potential loss on 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:

•One-to-four family

•Multifamily

•Commercial Real Estate

•Business Loans

•Consumer (including Overdraft Accounts)

The Bank next applies to each pool a risk factor that determines the level of general reserves for that specific pool. The Bank estimates its historical charge-offs via a lookback analysis. The actual historical loss experience by major loan category is expressed as a percentage of the outstanding balance of all loans within the category. As the loss experience for a particular loan category increases or decreases, the level of reserves required for that particular loan category also increases or decreases. The Bank’s historical charge-off rate reflects the period over which the charge-offs were confirmed and recognized, not the period over which the earlier losses occurred. That is, the charge-off rate measures the confirmation of losses over a period that occurs after the earlier actual losses. During the period between the loss-causing events and the eventual confirmations of losses, conditions may have changed. There is always a time lag between the period over which average charge-off rates are calculated and the date of the financial statements. During that period, conditions may have changed. Another factor influencing the General Reserve is the Bank’s loss emergence period ("LEP") assumptions which represent the Bank’s estimate of the average amount of time from the point at which a loss is incurred to the point at which the loss is confirmed, either through the identification of the loss or a charge-off. Based upon adequate management information systems and effective methodologies for estimating losses, management has established a LEP floor of one year on all pools. In some pools, such as Commercial Real Estate, Multifamily and Business pools, 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. All TDRs are classified as impaired. For

non-TDRs, if it is determined that it is probable the Bank will be unable to collect all amounts due according with the contractual terms of the loan agreement, the loan is categorized as impaired.

If the loan is determined to not be impaired, it is then placed in the appropriate pool of criticized and classified loans to be evaluated collectively for impairment. Loans determined to be impaired are evaluated to determine the amount of impairment based on one of the three measurement methods noted above. In accordance with guidance, if there is no impairment amount, no reserve is established for the loan.

Troubled Debt Restructured Loans

TDRs are those loans whose terms have been modified because of deterioration in the financial condition of the borrower and a concession is made. Modifications could include extension of the terms of the loan, reduced interest rates, capitalization of interest and forgiveness of accrued interest and/or principal. Once an obligation has been restructured because of such credit problems, it continues to be considered a TDR until paid in full. For cash flow dependent loans, the Bank records a specific valuation allowance reserve equal to the difference between the present value of estimated future cash flows under the restructured terms discounted at the loan's original effective interest rate, and the loan's recorded investment. For a collateral dependent loan, the Bank records an impairment charge when the current estimated fair value (less estimated costs of disposal) of the property that collateralizes the impaired loan, if any, is less than the recorded investment in the loan. TDR loans remain on nonaccrual status until they have performed in accordance with the restructured terms for a period of at least six months.

Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus

On March 22, 2020, the federal banking agencies issued an interagency statement to provide additional guidance to financial institutions who are working with borrowers affected by COVID-19. The statement provided that agencies will not criticize institutions for working with borrowers and will not direct supervised institutions to automatically categorize all COVID-19 related loan modifications as troubled debt restructurings (“TDRs”). The agencies have confirmed with staff of the Financial Accounting Standards Board that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)

The CARES Act, which became law on March 27, 2020, provided emergency economic relief to combat the coronavirus (“COVID-19”) and stimulate the economy. The law had several provisions relevant to financial institutions, including:

•The ability of a borrower of a federally backed mortgage loan (VA, FHA, USDA, Freddie and Fannie) experiencing financial hardship due, directly or indirectly, to the COVID-19 pandemic to request forbearance from paying their mortgage by submitting a request to the borrower’s servicer affirming their financial hardship during the COVID-19 emergency. Such a forbearance will be granted for up to 180 days, which can be extended for an additional 180-day period upon the request of the borrower. During that time, no fees, penalties or interest beyond the amounts scheduled or calculated as if the borrower made all contractual payments on time and in full under the mortgage contract will accrue on the borrower’s account. Except for vacant or abandoned property, the servicer of a federally backed mortgage is prohibited from taking any foreclosure action, including any eviction or sale action, for not less than the 60-day period beginning March 18, 2020.

•The ability of a borrower of a multi-family federally backed mortgage loan that was current as of February 1, 2020, to submit a request for forbearance to the borrower’s servicer affirming that the borrower is experiencing financial hardship during the COVID-19 emergency. A forbearance will be granted for up to 30 days, which can be extended for up to two additional 30-day periods upon the request of the borrower. During the time of the forbearance, the multifamily borrower cannot evict or initiate the eviction of a tenant or charge any late fees, penalties or other charges to a tenant for late payment of rent. Additionally, a multifamily borrower that receives a forbearance may not require a tenant to vacate a dwelling unit before a date that is 30 days after the date on which the borrower provides the tenant notice to vacate and may not issue a notice to vacate until after the expiration of the forbearance.

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 the Bank's 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. The Bank does not have any securities that are classified as having other-than-temporary impairment in its investment portfolio at June 30, 2020.

Deferred Tax Assets

The Company records income taxes in accordance with ASC 740 Topic “Income Taxes,” as amended, using the asset and liability method. Income tax expense (benefit) consists of income taxes currently payable/(receivable) and deferred income taxes. Temporary differences between the basis of assets and liabilities for financial reporting and tax purposes are measured as of the balance sheet date. Deferred tax liabilities or recognizable deferred tax assets are calculated on such differences, using current statutory rates, which result in future taxable or deductible amounts. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Where applicable, deferred tax assets are reduced by a valuation allowance for any portion determined not likely to be realized. Management is continually reviewing the operation of the Company with a view to the future. Based on management's current analysis and the appropriate accounting literature, management is of the opinion that a full valuation allowance is appropriate. This valuation allowance could subsequently be adjusted, by a charge or credit to income tax expense, as changes in facts and circumstances warrant.

On 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 $870 thousand. A valuation allowance for the net deferred tax asset of $23.3 million has been recorded as of June 30, 2020. The valuation allowance was initially recorded during fiscal year 2011, and has remained through June 30, 2020, as management concluded and continues to conclude that it is "more likely than not" that the Company will not be able to fully realize the benefit of its deferred tax assets. However, tax legislation passed during the Company's fiscal year 2018 now permits a corporation to receive refunds for AMT credits even if there is no taxable income

As a result, at March 31, 2018, the valuation allowance was reduced by $340 thousand, the amount of the Company's AMT credits. The amount of the AMT credits recorded as a deferred tax asset was $0 as of March 31, 2020. The AMT credits was $143 thousand as of March 31, 2020, all of which will be refunded to the Company upon filing of the fiscal year 2020 federal tax return.

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 June 30, 2020, 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 June 30, 2020. 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.

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 increased $28.3 million, or 208.1%, to $41.9 million at June 30, 2020, compared to $13.6 million at March 31, 2020 as the Bank secured $28.3 million advances on the PPP liquidity facility ("PPPLF") at the Federal Reserve to fund PPP loans. The Bank had no advances outstanding from the FHLB-NY at June 30, 2020. At June 30, 2020, based on available collateral held at the FHLB-NY, Carver Federal had the ability to borrow from the FHLB-NY an additional $57.2 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 June 30, 2020 and March 31, 2020, assets qualifying for short-term liquidity, including cash and cash equivalents, totaled $113.7 million and $47.5 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 of deposit outflows due to a competitive interest rate environment.

The Consolidated Statements of Cash Flows present the change in cash from operating, investing and financing activities. During the three months ended June 30, 2020, total cash and cash equivalents increased $66.2 million to $113.7 million at June 30, 2020, compared to $47.5 million at March 31, 2020, reflecting cash provided by financing activities of $79.1 million and cash provided by operating activities of $15.6 million, offset by cash used in investing activities of $28.5 million. Net cash provided by financing activities of $79.1 million resulted from net increases in deposits and borrowings of $50.8 million and $28.3 million, respectively. The net increase in deposits was primarily due to PPP loan funds deposited by the program borrowers into their accounts at the Bank and new deposit account relationships established with PPP customers. The $28.3 million increase in other borrowings was attributible to advances secured on the Bank's PPP liquidity facility at the Federal Reserve to fund PPP loans during the quarter. Net cash provided by operating activities of $15.6 million was primarily

due to $13.4 million of unsettled trades related to securities purchases at the end of June. Net cash used in investing activities of $28.5 million was attributable to $30.6 million loan originations, net of principal repayments and payoffs. In addition, the Bank sold $30.2 million of securities and reinvested the funds towards purchases of new securities to improve the overall yield of the investment portfolio.

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 Federal’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 annually beginning January 1, 2016. On January 1, 2019, the full capital conservation buffer requirement of 2.5% became effective, making its minimum CET1 plus buffer 7%, its minimum Tier 1 capital plus buffer 8.5% and its minimum total capital plus buffer 10.5%. Regardless of Basel III’s minimum requirements, Carver Federal, 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.

In accordance with the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies have adopted, effective January 1, 2020, a final rule whereby financial institutions and financial institution holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio of greater than 9%, will be eligible to opt into a “Community Bank Leverage Ratio” framework. Qualifying community banking organizations that elect to use the community bank leverage ratio framework and that maintain a leverage ratio of greater than 9% will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the agencies’ capital rules and will be considered to have met the “well capitalized” ratio requirements under the Prompt Corrective Action statutes. The agencies reserved the authority to disallow the use of the Community Bank Leverage Ratio by a financial institution or holding company based on the risk profile of the organization.

The table below presents the capital position of the Bank at June 30, 2020:


	June 30, 2020
($ in thousands)	Amount		Ratio
Tier 1 leverage capital
Regulatory capital	$	63,067	10.22	%
Individual minimum capital requirement	55,565		9.00	%
Minimum capital requirement	24,695		4.00	%
Excess over individual minimum capital requirement	7,502		1.22	%

Common equity Tier 1
Regulatory capital	$	63,067	14.80	%
Minimum capital requirement	29,824		7.00	%
Excess	33,243		7.80	%

Tier 1 risk-based capital
Regulatory capital	$	63,067	14.80	%
Minimum capital requirement	36,214		8.50	%
Excess	26,853		6.30	%

Total risk-based capital
Regulatory capital	$	68,202	16.01	%
Individual minimum capital requirement	51,126		12.00	%
Minimum capital requirement	44,735		10.50	%
Excess over individual minimum capital requirement	17,076		4.01	%

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 June 30, 2020, the Bank's capital level exceeded the regulatory requirements and its IMCR requirements with a Tier 1 leverage capital ratio of 10.22%, Common Equity Tier 1 capital ratio of 14.80%, Tier 1 risk-based capital ratio of 14.80%, and a total risk-based capital ratio of 16.01%.

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. 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. At June 30, 2020, the Bank continues to service 104 loans with a principal balance of $17.6 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
Open claims as of March 31, 2020 ⁽¹⁾	$	1,952
Gross new demands received	—
Loans repurchased/made whole	—
Demands rescinded	—
Advances on open claims	—
Principal payments received on open claims	(6)
Open claims as of June 30, 2020 ⁽¹⁾	$	1,946

⁽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 table below summarizes changes in our representation and warranty reserves during the three months ended June 30, 2020:


$ in thousands	June 30, 2020
Representation and warranty repurchase reserve, March 31, 2020 ⁽¹⁾	$	226
Net adjustment to reserve for repurchase losses⁽²⁾	17

Representation and warranty repurchase reserve, June 30, 2020 ⁽¹⁾	$	243

⁽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 June 30, 2020 and March 31, 2020

Assets

At June 30, 2020, total assets were $670.7 million, reflecting an increase of $91.9 million, or 15.9%, from total assets of $578.8 million at March 31, 2020. The increase is primarily attributible to a $66.2 million increase in cash and cash equivalents and a $29.9 million increase in the Bank's loan portfolio, net of the allowance for loan losses.

Total cash and cash equivalents increased $66.2 million, or 139.3%, from $47.5 million at March 31, 2020 to $113.7 million at June 30, 2020. The increase in cash was primarily due to an increase in total deposits of $50.8 million and a $28.3 million increase in advances from the FHLB and other borrowings.

Total investment securities decreased $2.6 million, or 3.4%, to $73.4 million at June 30, 2020, compared to $76.0 million at March 31, 2020. The Bank sold $30.2 million of securities out of the available-for-sale portfolio, recognizing gains of $0.9 million, and a $2 million agency security was called during the quarter. Most of the proceeds were reinvested towards securities purchases totaling $33.0 million as part of management's strategy to improve the overall yield of the Bank's investment portfolio.

Gross portfolio loans increased $29.9 million, or 7.0%, to $458.6 million at June 30, 2020, compared to $428.7 million at March 31, 2020 primarily due new loan originations, of which $34.0 million were part of the SBA's Paycheck Protection Program ("PPP"). This was partially offset by attrition and payoffs of residential and non-owner occupied commercial real estate mortgage loans.

Liabilities and Equity

Total liabilities increased $93.7 million, or 17.7%, to $623.6 million at June 30, 2020, compared to $529.9 million at March 31, 2020, primarily due to increases in total deposits and other borrowings related to the PPP.

Deposits increased $50.8 million, or 10.4%, to $539.6 million at June 30, 2020, compared to $488.8 million at March 31, 2020, due primarily to PPP loan funds deposited by the program borrowers into their accounts at the Bank and new deposit account relationships established with PPP customers

Advances from the FHLB-NY and other borrowed money increased $28.3 million, or 208.1%, to $41.9 million at June 30, 2020, compared to $13.6 million at March 31, 2020 as the Bank secured advances on its PPP liquidity facility ("PPPLF") at the Federal Reserve to fund PPP loans.

Other liabilities increased $15.2 million, or 163.4%, to $24.5 million at June 30, 2020, compared to $9.3 million at March 31, 2020, due primarily to $13.4 million of unsettled trades related to securities purchases at the end of the quarter.

Total equity decreased $1.9 million, or 3.9%, to $47.0 million at June 30, 2020, compared to $48.9 million at March 31, 2020. The decrease was primarily due to an increase of $1.1 million in unrealized losses on securities available-for-sale as a result of the the recognition of gains from securities sales and a net loss of $0.8 million for the three month period ended June 30, 2020.

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 on the Company's interest-earning assets and interest-bearing liabilities. In addition, the Company uses various tools to monitor and manage interest rate risk, such as a model that projects net interest income based on increasing or decreasing interest rates.

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 following table reflects the Bank's outstanding lending commitments and contractual obligations as of June 30, 2020:


$ in thousands
Commitments to fund mortgage loans	$	800
Commitments to fund commercial and consumer loans	$	4,500
Lines of credit	4,795

Commitment to fund private equity investment	253
Total	$	10,348

Comparison of Operating Results for the Three Months Ended June 30, 2020 and 2019

Overview

The Company reported a net loss of $0.8 million for the three months ended June 30, 2020, compared to a net loss of $1.1 million for the comparable prior year quarter. The change in our results was primarily attributible to an increase in non-interest income and a recovery of loan losses versus a provision for loan loss in the prior year quarter. These were partially offest by a decline in net interest income compared to the prior year period.

The following table reflects selected operating ratios for the three months ended June 30, 2020 and 2019 (unaudited):


	Three Months Ended June 30,
Selected Financial Data:	2020			2019
Return on average assets ⁽¹⁾	(0.52)	%		(0.79)	%
Return on average stockholders' equity⁽²⁾	(6.73)	%		(8.61)	%
Return on average stockholders' equity, excluding AOCI ^{(2) (8)}	(6.82)	%		(8.53)	%
Net interest margin ⁽³⁾	2.37	%		3.07	%
Interest rate spread⁽⁴⁾	2.15	%		2.80	%
Efficiency ratio ⁽⁵⁾	117.48	%		122.26	%
Operating expenses to average assets⁽⁶⁾	3.91	%		4.36	%
Average stockholders' equity to average assets ⁽⁷⁾	7.67	%		9.22	%
Average stockholders' equity, excluding AOCI, to average assets ^{(7) (8)}	7.58	%		9.32	%
Average interest-earning assets to average interest-bearing liabilities	1.27		x	1.26		x

⁽¹⁾Net income (loss), annualized, divided by average total assets.
⁽²⁾Net income (loss), annualized, divided by average total stockholders' equity.
⁽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.
⁽⁵⁾Operating expense divided by sum of net interest income and non-interest income.
⁽⁶⁾Non-interest expense, annualized, divided by average total assets.
⁽⁷⁾Total average stockholders' equity divided by total average assets for the period.
⁽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 June 30,
$ in thousands	2020			2019
Average Stockholders' Equity
Average Stockholders' Equity	$	48,238		$	52,885
Average AOCI	593			(531)
Average Stockholders' Equity, excluding AOCI	$	47,645		$	53,416

Return on Average Stockholders' Equity	(6.73)		%	(8.61)		%
Return on Average Stockholders' Equity, excluding AOCI	(6.82)		%	(8.53)		%

Average Stockholders' Equity to Average Assets	7.67		%	9.22		%
Average Stockholders' Equity, excluding AOCI, to Average Assets	7.58		%	9.32		%

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 $0.7 million, or 16.7%, to $3.5 million for the three months ended June 30, 2020, compared to $4.2 million for the same quarter last year.

The following table 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 months ended June 30, 2020 and 2019. 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 adjustment to yield.


	For the Three Months Ended June 30,
	2020										2019
$ in thousands	Average Balance		Interest		Average Yield/Cost		Average Balance		Interest		Average Yield/Cost
Interest-Earning Assets:
Loans ⁽¹⁾	$	439,004	$	4,385	4.00	%	$	419,887	$	4,823	4.59	%
Mortgage-backed securities	42,867		228		2.13	%	51,749		313		2.42	%
Investment securities⁽²⁾	34,222		158		1.85	%	39,920		282		2.83	%


Money market investments	81,407		17		0.08	%	31,620		167		2.12	%
Total interest-earning assets	597,500		4,788		3.21	%	543,176		5,585		4.11	%
Non-interest-earning assets	31,425						30,165
Total assets	$	628,925					$	573,341

Interest-Bearing Liabilities:
Deposits
Interest-bearing checking	$	26,029	$	8	0.12	%	$	24,463	$	8	0.13	%
Savings and clubs	102,030		67		0.26	%	98,779		64		0.26	%
Money market	115,088		136		0.47	%	98,550		153		0.62	%
Certificates of deposit	194,845		863		1.78	%	194,011		969		2.01	%
Mortgagors deposits	2,816		1		0.14	%	2,514		11		1.76	%
Total deposits	440,808		1,075		0.98	%	418,317		1,205		1.16	%
Borrowed money	28,056		167		2.39	%	13,469		208		6.21	%
Total interest-bearing liabilities	468,864		1,242		1.06	%	431,786		1,413		1.32	%
Non-interest-bearing liabilities
Demand deposits	83,611						59,562
Other liabilities	28,212						29,108
Total liabilities	580,687						520,456
Stockholders' equity	48,238						52,885
Total liabilities and equity	$	628,925					$	573,341
Net interest income			$	3,546					$	4,172

Average interest rate spread					2.15	%					2.80	%

Net interest margin					2.37	%					3.07	%

⁽¹⁾ Includes nonaccrual loans
⁽²⁾ Includes FHLB-NY stock

Interest Income

Interest income decreased $0.8 million, or 14.3%, to $4.8 million for the three months ended June 30, 2020, compared to $5.6 million for the prior year quarter. For the three months ended June 30, 2020, interest income on loans decreased $0.5 million, or 3.4%, comprised of a decrease of $0.7 million due to a 59 basis-point decline in the overall yield of the loan portfolio. This was partially offset by an increase of $0.2 million due to a $19.1 million increase in average loan balances. Interest income on money market investments decreased $0.2 million for the three months ended June 30, 2020. The $49.8 million increase in the average balance of the Bank's interest-bearing account at the Federal Reserve Bank was offset by a decrease in the interest rate of 204 basis-points.

Interest Expense

Interest expense decreased $0.2 million, or 14.3%, to $1.2 million for the three months ended June 30, 2020, compared to $1.4 million for the prior year quarter. Interest expense on deposits decreased $0.1 million for the three months ended June 30, 2020, primarily due to a decrease in the average rates of certificates of deposit.

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 general valuation allowance applied to those loans not deemed to be impaired is determined using a three step process:

•Trends of historical losses where the net charge-offs on each category are reviewed over a 20 quarter look back period.

•Assessment of several qualitative factors which are adjusted to reflect changes in the current environment.

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. Loans made under the Payment Protection Program are fully guaranteed by the Small Business Administration; therefore, these loans do not have an associated allowance.

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, 2020.

The following table summarizes the activity in the ALLL for the three month periods ended June 30, 2020 and 2019 and the fiscal year ended March 31, 2020:


$ in thousands	Three Months Ended June 30, 2020			Fiscal Year Ended March 31, 2020			Three Months Ended June 30, 2019
Beginning Balance	4,946			$	4,646		$	4,646
Less: Charge-offs	(10)			(183)			(67)
Add: Recoveries	2			464			90
(Recovery of) provision for loan losses	(102)			19			1
Ending Balance	$	4,836		$	4,946		$	4,670

Ratios:
Net charge-offs to average loans outstanding (annualized)	(0.01)		%	0.07		%	0.02		%
Allowance to total loans	1.05		%	1.15		%	1.11		%
Allowance to non-performing loans	41.07		%	72.99		%	50.57		%

The Company recorded a $102 thousand recovery of loan loss for the three months ended June 30, 2020, compared to a $1 thousand provision for loan loss for the prior year quarter. Net charge-offs of $8 thousand were recognized during the first quarter, compared to net recoveries of $23 thousand for the prior year quarter.

At June 30, 2020, nonaccrual loans totaled $11.8 million, or 1.8% of total assets, compared to $6.8 million, or 1.2% of total assets at March 31, 2020. The ALLL was $4.8 million at June 30, 2020, which represents a ratio of the ALLL to nonaccrual loans of 41.1% compared to a ratio of 73.0% at March 31, 2020. The ratio of the allowance for loan losses to total loans was 1.05% at June 30, 2020, compared to 1.15% at March 31, 2020.

While the Bank experienced an increase in nonaccrual loans during the quarter, steps were taken to remediate these loans. The Bank is anticipating that the nonaccrual levels will normalize by the end of August, this will be achieved through loan payoffs, loan renewals and collection of past due payments. The Bank concluded that no additional reserves were needed on these loans as remediation plans had been finalized.

The Bank has received requests to modify loan terms to defer principal and/or interest payments from borrowers who are experiencing financial challenges due to the effects of COVID-19. The Bank has accommodated borrowers with short-term deferments for up to 3 or 4 months as requested or needed. Outside of borrowers with short-term deferments, the delinquency and non-performing assets have increased due to various reasons such as prolonged vacancy or inadequate cash flow that for some may have existed prior to COVID-19. Consistent with regulatory guidance and the provisions of the CARES Act, loans less than 30 days past due at December 31, 2019 that were granted COVID-19 related payment deferrals will continue to be considered current and not be reported as TDRs. As of June 30, 2020, the Bank has received 96 applications for payment deferrals on approximately $96.6 million of loans. This total included 71 commercial loans totaling $88.7 million and 25 residential loans totaling $7.9 million. The Bank has been working with the borrowers to determine if there is a risk of any losses associated with repayment and if any additional reserves would have to be allocated to this portfolio. Based on the analysis performed by the Bank, it was determined that additional reserves were not required as approximately half of the commercial loans resumed payments in July and August. As of the filing date, we have 55 loans that are on deferment totaling $48.1 million. Few of the remaining deferred loans have made requests for a second forbearance.

Non-performing Assets

Non-performing assets consist of nonaccrual loans, loans held-for-sale and property acquired in settlement of loans, which is known as other real estate owned (OREO), 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 performance according to the restructured terms for a period of at least six months. At June 30, 2020, loans classified as TDR totaled $3.4 million, of which $1.5 million were classified as performing. At March 31, 2020, loans classified as TDR totaled $3.9 million, of which $1.7 million were classified as performing.

At June 30, 2020, non-performing assets totaled $11.9 million, or 1.8% of total assets compared to $6.9 million, or 1.2% of total assets at March 31, 2020. The Bank has seen an increase in its delinquencies since March 31, 2020, and has determined that $2.1 million of the increase is directly related to the COVID-19 pandemic. The following table sets forth information with respect to the Bank’s non-performing assets at the dates indicated:


	Non Performing Assets

$ in thousands	June 30, 2020			March 31, 2020			December 31, 2019			September 30, 2019			June 30, 2019
Loans accounted for on a nonaccrual basis ⁽¹⁾:
Gross loans receivable:
One-to-four family	$	3,671		$	3,582		$	4,053		$	3,753		$	4,132
Multifamily	373			375			378			2,433			3,144
Commercial real estate	4,139			—			—			—			—

Business	3,571			2,797			2,754			1,542			1,958
Consumer	22			22			8			—			—
Total nonaccrual loans	11,776			6,776			7,193			7,728			9,234
Other non-performing assets ⁽²⁾:
Real estate owned	120			120			120			120			311


Total non-performing assets⁽³⁾	$	11,896		$	6,896		$	7,313		$	7,848		$	9,545

Accruing loans contractually past maturity > 90 days⁽⁴⁾	—			—			—			—			35

Non-performing loans to total loans	2.57		%	1.58		%	1.70		%	1.78		%	2.19		%
Non-performing assets to total assets	1.77		%	1.19		%	1.29		%	1.34		%	1.67		%
Allowance to total loans	1.05		%	1.15		%	1.09		%	1.07		%	1.11		%
Allowance to non-performing loans	41.07		%	72.99		%	64.05		%	59.85		%	50.57		%

⁽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.
⁽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, 2020, there were $1.5 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.
⁽⁴⁾Loans 90 days or more past maturity and still accruing, which were not included in the non-performing category, are presented in the above table.

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 June 30, 2020, the Bank had $3.9 million in subprime loans, or 0.85% of its total loan portfolio, of which $1.2 million are non-performing loans.

Non-Interest Income

Non-interest income increased $0.8 million, or 88.9%, to $1.7 million for the three months ended June 30, 2020, compared to $0.9 million for the prior year quarter primarily due to $0.9 million gains recognized from the sales of securities as management restructured the Bank's investment portfolio to improve the overall yield. Other non-interest income included $0.1 million fees earned from a new correspondent banking relationship during the current period. These increases were partially offset by lower depository fees compared to the prior period due to the negative impact of the COVID-19 pandemic on branch activities during the quarter.

Non-Interest Expense

Non-interest expense decreased $0.2 million, or 3.2%, to $6.1 million for the three months ended June 30, 2020, compared to $6.3 million for the prior year quarter. Other non-interest expense decreased $0.2 million for the three months ended June 30, 2020, due to a vendor management initiative in the prior fiscal year which resulted in senior management canceling or renegotiating a number of contracts at significant savings to the Company. In addition, employee compensation and benefits expense decreased $0.1 million for the three months ended June 30, 2020. These were partially offset by increases in data processing and net equipment costs compared to the prior year period.

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 June 30, 2020, 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, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2020.

(b) Changes in Internal Control over Financial Reporting

There 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 June 30, 2020, 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

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A - Risk Factors" in our most recent Annual Report on Form 10-K, which could materially affect the Company'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 June 30, 2020.

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

(a) No unregistered securities were sold by the Company during the quarter ended June 30, 2020.

(b) Not applicable.

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

S ecurities Purchase Agreement by and between Carver Bancorp, Inc. and the U.S. Treasury Department, dated August 6, 20 20 ⁽⁵⁾

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)

32.1

Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350

32.2

Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in XBRL (Extensive Business Reporting Language): (i) Consolidated Statements of Financial Condition as of June 30, 2020 (unaudited) and March 31, 2020; (ii) Consolidated Statements of Operations for the three months ended June 30, 2020 and 2019 (unaudited); (iii) Consolidated Statements of Comprehensive Loss for the three months ended June 30, 2020 and 2019 (unaudited); (iv) Consolidated Statements of Changes in Equity for the three months ended June 30, 2020 and 2019 (unaudited); (v) Consolidated Statements of Cash Flows for the three months ended June 30, 2020 and 2019 (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 by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2020.

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:	August 14, 2020	/s/ Michael T. Pugh
		Michael T. Pugh
		President and Chief Executive Officer
		(Principal Executive Officer)


Date:	August 14, 2020	/s/ Christina L. Maier
		Christina L. Maier
		First Senior Vice President and Chief Financial Officer
		(Principal Accounting Officer and Principal Financial Officer)