NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 subsidiaries are Carver Federal Savings Bank (the “Bank” or “Carver Federal”) and Alhambra Holding Corp., an inactive Delaware corporation. Carver Federal's wholly-owned subsidiaries are CFSB Realty Corp., Carver Community Development Corporation (“CCDC”) and CFSB Credit Corp., which is currently inactive. The Bank has a real estate investment trust, Carver Asset Corporation ("CAC"), that was formed in February 2004.
“Carver,” the “Company,” “we,” “us” or “our” refers to the Company along with its consolidated subsidiaries. The Bank was chartered in 1948 and began operations in 1949 as Carver Federal Savings and Loan Association, a federally-chartered mutual savings and loan association. The Bank converted to a federal savings bank in 1986. On October 24, 1994, the Bank converted from a mutual holding company structure to stock form and issued 2,314,375 shares of its common stock, par value $0.01 per share. On October 17, 1996, the Bank completed its reorganization into a holding company structure (the “Reorganization”) and became a wholly-owned subsidiary of the Company.
Carver Federal’s principal business consists of attracting deposit accounts through its branches and investing those funds in mortgage loans and other investments permitted by federal savings banks. The Bank has 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, “Consolidation,” Carver Statutory Trust I is unconsolidated for financial reporting purposes. On September 17, 2003, Carver Statutory Trust I issued 13,000 shares, liquidation amount $1,000 per share, of floating rate capital securities. Gross proceeds from the sale of these trust preferred debt securities of $13 million, and proceeds from the sale of the trust's common securities of $0.4 million, were used to purchase approximately $13.4 million aggregate principal amount of the Company's floating rate junior subordinated debt securities due 2033. The trust preferred debt securities are redeemable at par quarterly at the option of the Company beginning on or after September 17, 2008, and have a mandatory redemption date of September 17, 2033. Cash distributions on the trust preferred debt securities are cumulative and payable at a floating rate per annum resetting quarterly with a margin of 3.05% over the three-month LIBOR. During the second quarter of fiscal year 2017, the Company applied for and was granted regulatory approval to settle all outstanding debenture interest payments through September 2016. Such payments were made in September 2016. Interest on the debentures has been deferred beginning with the December 2016 payment, per the terms of the agreement, which permit such deferral for up to twenty consecutive quarters, as the Company is prohibited from making payments without prior regulatory approval. The interest rate was 3.89% and the total amount of deferred interest was $2.5 million at March 31, 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 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. 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 Tier 1 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). In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statement of financial condition and revenues and expenses for the period then ended. Amounts subject to significant estimates and assumptions are items such as the allowance for loan losses, realization of deferred tax assets, assessment of other-than-temporary impairment of securities, and the fair value of financial instruments. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses or future writedowns of real estate owned may be necessary based on changes in economic conditions in the areas where Carver Federal has extended mortgages and other credit instruments. Actual results could differ significantly from those assumptions. Current market conditions increase the risk and complexity of the judgments in these estimates.
In addition, the OCC, Carver Federal's regulator, as an integral part of its examination process, periodically reviews Carver Federal's allowance for loan losses and, if applicable, real estate owned valuations. The OCC may require Carver Federal to recognize additions to the allowance for loan losses or additional writedowns of real estate owned based on their judgments about information available to them at the time of their examination.
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.
Cash and cash equivalents
For the purpose of reporting cash flows, cash and cash equivalents include cash, amounts due from depository institutions and other short-term instruments with an original maturity of three months or less. The amounts due from depository institutions include an interest-bearing account held at the Federal Reserve Bank where any additional cash reserve required on demand deposits would be maintained. Currently, this reserve requirement is zero since the Bank's vault cash satisfies cash reserve requirements for deposits.
Investment Securities
When purchased, investment securities are designated as either investment securities held-to-maturity, available-for-sale or trading.
Securities are classified as held-to-maturity and carried at amortized cost only if the Bank has a positive intent and ability to hold such securities to maturity. Securities held-to-maturity are carried at cost, adjusted for the amortization of premiums and the accretion of discounts using the level-yield method over the remaining period until maturity.
If not classified as held-to-maturity or trading, securities are classified as available-for-sale based upon management's ability to sell in response to actual or anticipated changes in interest rates, resulting prepayment risk or any other factors. Available-for-sale securities are reported at fair value. Estimated fair values of securities are based on either published or
security dealers' market value if available. If quoted or dealer prices are not available, fair value is estimated using quoted or dealer prices for similar securities.
Securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value with unrealized gains and losses included in earnings.
The Company adopted ASU 2016-01 on April 1, 2018; this standard required that all equity securities are measured at fair value with unrealized holding gains and losses reflected in net income. In the prior fiscal year, equity securities measured at fair value reported any change in unrealized gains and losses through other comprehensive income.
The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized holding loss. Unrealized holding gains or losses for securities available-for-sale are excluded from earnings and reported net of deferred income taxes in accumulated other comprehensive loss, a component of Stockholders' Equity. Following Financial Accounting Standards Board ("FASB") guidance, the amount of an other-than-temporary impairment when there are credit and non-credit losses on a debt security which management does not intend to sell, and for which it is more 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. The remaining difference between the debt security's amortized cost basis and its fair value would be included in other comprehensive income (loss). There were no other-than-temporary impairment charges recorded during the fiscal year ended March 31, 2020. Gains or losses on sales of securities of all classifications are recognized based on the specific identification method.
Loans Held-for-Sale
Loans are only transferred to held-for-sale classification upon the determination by Carver to sell a loan. Held-for-sale loans are carried at the lower of cost or fair value. The initial charge-off, if any is required, will be taken upon the transfer to held-for-sale and absorbed through Carver's loan loss reserve. Subsequent changes in fair value are recognized in earnings as a valuation allowance. The valuation methodology for loans held-for-sale varies based upon the circumstances. Held-for-sale values may be based upon accepted offer amounts, appraised value of underlying mortgaged premises, prior loan loss experience of Carver in connection with recent loan sales for the loan type in question, and/or other acceptable valuation methods.
Loans Receivable
Loans receivable are carried at unpaid principal balances plus unamortized premiums, certain deferred direct loan origination costs and deferred loan origination fees and discounts, less the allowance for loan losses and charge-offs.
The Bank defers loan origination fees and certain direct loan origination costs and amortizes or accretes such amounts as an adjustment of yield over the contractual lives of the related loans using methodologies which approximate the interest method. Premiums and discounts on loans purchased are amortized or accreted as an adjustment of yield over the contractual lives of the related loans, adjusted for prepayments when applicable, using methodologies which approximate the interest method.
Loans are placed on nonaccrual status when they are past due 90 days or more as to contractual obligations or when other circumstances indicate that collection is not probable. When a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income. Payments received on a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending on an assessment of the ability to collect the loan. A nonaccrual loan may be restored to accrual status when principal and interest payments have been brought current and the loan has performed in accordance with its contractual terms for a reasonable period (generally six months).
If the Bank determines that a loan is impaired, the Bank next determines the amount of the impairment. The amount of impairment on collateral dependent loans is charged off within the given fiscal quarter. Generally the amount of the loan and negative escrow in excess of the appraised value less estimated selling costs, for the fair value of collateral valuation method, is charged off. For all other loans, impairment is measured as described below in Allowance for Loan and Lease Losses.
Allowance for Loan and Lease Losses ("ALLL")
The adequacy of the Bank's ALLL is determined, in accordance with the Interagency Policy Statement on the Allowance for Loan and Lease Losses (the “Interagency Policy Statement”) released by the OCC on December 13, 2006 and in accordance with ASC Subtopics 450-20 "Loss Contingencies" and 310-10 "Accounting by Creditors for Impairment of a
Loan." Compliance with the Interagency Policy Statement includes management's review of the Bank's loan portfolio, including the identification and review of individual problem situations that may affect a borrower's ability to repay. In addition, management reviews the overall portfolio quality through an analysis of delinquency and non-performing loan data, estimates of the value of underlying collateral, current charge-offs and other factors that may affect the portfolio, including a review of regulatory examinations, an assessment of current and expected economic conditions and changes in the size and composition of the loan portfolio.
The ALLL reflects management's evaluation of the loans presenting identified loss potential, as well as the risk inherent in various components of the portfolio. There is significant judgment applied in estimating the ALLL. These assumptions and estimates are susceptible to significant changes based on the current environment. Further, any change in the size of the loan portfolio or any of its components could necessitate an increase in the ALLL even though there may not be a decline in credit quality or an increase in potential problem loans.
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).
The following discussion describes the general risks associated with the Bank’s lending activities:
•One-to-four family - Carver Federal purchases first mortgage loans secured by one-to-four family properties that serve as the primary residence of the owner. The loans are underwritten in accordance with applicable secondary market underwriting guidelines and requirements for sale. These loans present a moderate level of risk due primarily to general economic conditions.
•Multifamily - Carver Federal originates and purchases recourse and non-recourse multifamily loans. These loans can be affected by economic conditions and the value of the underlying properties. The Bank primarily considers the property's ability to generate net operating income sufficient to support the debt service, the financial resources, income level and managerial expertise of the borrower, the marketability of the property and the Bank's lending experience with the borrower.
•Commercial - Commercial real estate ("CRE") lending consists predominantly of originating loans for the purpose of purchasing or refinancing office, mixed-use (properties used for both commercial and residential purposes but predominantly commercial), retail and church buildings in the Bank's market area. Mixed-use loans are secured by properties that are intended for both residential and business use and are classified as CRE. In originating CRE loans, the Bank primarily considers the ability of the net operating income generated by the real estate to support the debt service, the financial resources, income level and managerial expertise of the borrower, the marketability of the property and the Bank's lending experience with the borrower. The Bank also requires the assignment of rents of all tenants' leases in the mortgaged property and personal guarantees may be obtained for additional security from these borrowers. CRE loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions and the complexities involved in valuing the underlying collateral.
•Business - The Bank originates and purchases business and SBA loans primarily to businesses located in its primary market area and surrounding areas. Business loans are typically personally guaranteed by the owners and may also be secured by additional collateral, including real estate, equipment and inventory. Business loans are also subject to increased risk from the effect of general economic conditions. SBA loans are guaranteed by the U.S. government based on the percentage of each individual program.
•Consumer - The majority of the Consumer portfolio are student loans to medical students enrolled in several Caribbean schools.
Specific Reserve Allowance
Carver also maintains a specific reserve allowance for criticized and classified loans individually reviewed for impairment in accordance with ASC Subtopic 310-10 guidelines. The amount assigned to the specific reserve allowance is individually determined based upon the loan. The ASC Subtopic 310-10 guidelines require the use of one of three approved methods to estimate the amount to be reserved and/or charged off for such credits. The three methods are as follows:
1.The present value of expected future cash flows discounted at the loan's effective interest rate,
2.The loan's observable market price; or
3.The fair value of the collateral if the loan is collateral dependent.
The Bank may choose the appropriate ASC Subtopic 310-10 measurement on a loan-by-loan basis for an individually impaired loan, except for an impaired collateral dependent loan. Guidance requires impairment of a collateral dependent loan to be measured using the fair value of collateral method. A loan is considered "collateral dependent" when the repayment of the debt will be provided solely by the underlying collateral, and there are no other available and reliable sources of repayment.
Criticized and classified loans with at risk balances of $500,000 or more and loans below $500,000 that the Chief Credit Officer deems appropriate for review, are identified and reviewed for individual evaluation for impairment in accordance with ASC Subtopic 310-10. Carver also performs impairment analysis for all troubled debt restructurings (“TDRs”). All TDRs are classified as impaired. For non-TDRs, if it is determined that it is probable the Bank will be unable to collect all amounts due according with the contractual terms of the loan agreement, the loan is categorized as impaired.
If the loan is determined to not be impaired, it is then placed in the appropriate pool of criticized and classified loans to be evaluated collectively for impairment. Loans determined to be impaired are evaluated to determine the amount of
impairment based on one of the three measurement methods noted above. 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 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. For all other TDRs, 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. 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 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”)
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:
•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 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.
Representation and Warranty Reserve
During the period 2004 through 2009, the Bank originated one-to-four family residential mortgage loans and sold the loans to the Federal National Mortgage Association (“FNMA”). The loans were sold to FNMA with the standard representations and warranties for loans sold to the Government Sponsored Entities (GSEs). The Bank may be required to repurchase these loans in the event of breaches of these representations and warranties. In the event of a repurchase, the Bank is typically required to pay the unpaid principal balance as well as outstanding interest and fees. The Bank then recovers the loan or, if the loan has been foreclosed, the underlying collateral. The Bank is exposed to any losses on repurchased loans after giving effect to any recoveries on the collateral.
Management has established a representation and warranty reserve for losses associated with the repurchase of mortgage loans sold by the Bank to FNMA that we consider to be both probable and reasonably estimable. These reserves are reported in the consolidated statement of financial condition as a component of other liabilities. The calculation of the reserve is based on estimates, which are uncertain, and require the application of judgment. In establishing the reserves, we consider a variety of factors, including those loans that are under review by FNMA that have not yet received a repurchase request. The Bank tracks the FNMA claims monthly and evaluates the reserve on a quarterly basis.
Segment Reporting
The Company has determined that all of its activities constitute one reportable operating segment.
Concentration of Risk
The Bank's principal lending activities are concentrated in loans secured by real estate, a substantial portion of which is located in New York City. Accordingly, the ultimate collectability of a substantial portion of the Company's loan portfolio is susceptible to changes in New York's real estate market conditions. Qualitative factors in the ALLL calculation considers the Bank's concentration risk.
Premises and Equipment
Premises and equipment are comprised of land, at cost, and buildings, building improvements, furnishings and equipment and leasehold improvements, at cost less accumulated depreciation and amortization. Depreciation and amortization charges are computed using the straight-line method over the following estimated useful lives:
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Buildings and improvements
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10 to 25 years
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Furnishings and equipment
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3 to 5 years
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Leasehold improvements
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Lesser of useful life or remaining term of lease
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Maintenance, repairs and minor improvements are charged to non-interest expense in the period incurred.
Federal Home Loan Bank Stock
The FHLB-NY has assigned to the Bank a mandated membership stock purchase, based on the Bank's asset size. In addition, for all borrowing activity, the Bank is required to purchase shares of FHLB-NY non-marketable capital stock at par.
Such shares are redeemed by FHLB-NY at par with reductions in the Bank's borrowing levels. FHLB stock does not have a readily determinable fair value and we do not consider these shares to be other-than-temporarily impaired at March 31, 2020. The Bank carries this investment at historical cost.
Mortgage Servicing Rights
All separately recognized servicing assets totaled $145 thousand and $180 thousand, respectively, at March 31, 2020 and 2019, and are included in Other Assets in the consolidated statements of financial condition and measured at fair value. Servicing fee income of $44 thousand and $51 thousand, respectively, was recognized during the years ended March 31, 2020 and 2019, and is included in Non-Interest Income in the consolidated statements of operations.
Other Real Estate Owned
Real estate acquired by foreclosure or deed-in-lieu of foreclosure is recorded at fair value at the date of acquisition less estimated selling costs. Any subsequent adjustments will be to the lower of cost or fair value. The fair value of such assets is determined based primarily upon independent appraisals and other relevant factors. The amounts ultimately recoverable from real estate owned could differ from the net carrying value of these properties because of economic conditions. Costs incurred to improve properties or prepare them for sale are capitalized. Revenues and expenses related to the holding and operating of properties are recognized in operations as earned or incurred. Gains or losses on sale of properties are recognized as incurred. As of March 31, 2020, the Bank held $120 thousand in foreclosed residential real estate properties as a result of obtaining physical possession. In addition, as of March 31, 2020 and 2019, we had residential loans with a carrying value of $3.0 million and $4.2 million, respectively, collateralized by residential real estate property for which formal foreclosure proceedings were in process.
Income Taxes
The Company records income taxes using the asset and liability method. Income tax expense (benefit) consists of income taxes currently payable (receivable) and deferred income taxes. Temporary differences between the basis of assets and liabilities for financial reporting and tax purposes are measured as of the balance sheet date. Deferred tax liabilities or recognizable deferred tax assets are calculated on such differences, using current statutory rates, which result in future taxable or deductible amounts. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Where applicable, deferred tax assets are reduced by a valuation allowance for any portion determined not likely to be realized. This valuation allowance would subsequently be adjusted by a charge or credit to income tax expense as changes in facts and circumstances warrant. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Any interest expense or penalties would be recorded as interest expense.
Earnings (Loss) per Common Share
The Company has preferred stock series D shares which are entitled to receive dividends if declared on the Company's common stock and are therefore considered to be participating securities. Basic earnings (loss) per share (“EPS”) is computed using the two class method. This calculation divides net income (loss) available to common stockholders after the allocation of undistributed earnings to the participating securities by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. These potentially dilutive shares are then included in the weighted average number of shares outstanding for the period. Dilution calculations are not applicable to net loss periods.
Preferred and Common Dividends
The Company is prohibited from paying any dividends without prior regulatory approval pursuant to the terms of the Formal Agreement and Resolution to which it is subject, and is generally subject to regulations governing the payment of dividends. See Item 1 - Business - Regulation and Supervision - Enforcement Actions. There are no assurances that the payments of common stock dividends will resume.
Treasury Stock
Treasury stock is recorded at cost and is presented as a reduction of stockholders' equity.
Stock Compensation Plans
The Company currently has multiple stock plans in place for employees and directors of the Company. The compensation cost related to share-based payment transactions is recognized in financial statements. Compensation cost for all stock awards is calculated and recognized over a defined vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite vesting period for the entire award. A Black-Scholes model is used to estimate the fair value of stock options, while the market price of the Company's common stock at the date of grant is used for restricted stock awards.
Off-Balance Sheet Financial Instruments
In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the consolidated statements of condition when they are funded.
NMTC fee income
The fee income the Company receives related to the transfers of its New Market Tax Credits ("NMTC") varies with each transaction, but all are similar in nature. There are two basic types of fees associated with these transactions. The first is a “sub-allocation fee” that is paid to CCDC when the tax credits are allocated to a subsidiary entity at the time a qualified equity investment is made. This fee is recognized by the Company at the time of allocation. The second type of fee is paid to cover the administrative and servicing costs associated with CCDC's compliance with NMTC reporting requirements. This fee is recognized as the services are rendered.
Advertising Costs
The Company follows the policy of charging the costs of advertising to expense as incurred.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
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 19 "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 3 "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 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 6 “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 3.INVESTMENT SECURITIES
The Bank utilizes mortgage-backed and other investment securities in its asset/liability management strategy. In making investment decisions, the Bank considers, among other things, its yield and interest rate objectives, its interest rate and credit risk position, and its liquidity and cash flow.
Generally, the investment policy of the Bank is to invest funds among categories of investments and maturities based upon the Bank’s asset/liability management policies, investment quality, loan and deposit volume and collateral requirements, liquidity needs and performance objectives. GAAP requires that securities be classified into three categories: trading, held-to-maturity, and available-for-sale. At March 31, 2020, securities with fair value of $65.8 million, or 86.6%, of the Bank’s total securities were classified as available-for-sale, and the remaining securities with amortized cost of $10.2 million, or 13.4%, were classified as held-to-maturity. The Bank had no securities classified as trading at March 31, 2020 and March 31, 2019.
Equity securities primarily consist of the Bank's investment in a limited partnership Community Capital Fund. As a result of the adoption of ASU 2016-01 in April 2018, the Company determined that these investments fall under the provisions of ASU 2016-01, and accordingly, were transferred from available-for-sale and reclassified into equity securities on the Statement of Financial Condition. These securities are measured at fair value with unrealized holding gains and losses reflected in net income. Effective April 1, 2018, the Company recorded a cumulative effect adjustment of $721 thousand as a reclassification from accumulated other comprehensive loss to retained earnings. Additionally, all subsequent changes in fair value have been recognized in the Statements of Operations. Other investments totaled $874 thousand at March 31, 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 March 31, 2020 and March 31, 2019:
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At March 31, 2020
|
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|
|
|
|
|
|
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
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|
Corporate Bonds
|
4,032
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|
|
33
|
|
|
10
|
|
|
4,055
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|
|
|
|
|
|
|
|
|
Total available-for-sale
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$
|
64,897
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|
|
$
|
1,115
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|
|
$
|
183
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|
|
$
|
65,829
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|
|
|
|
|
|
|
|
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Held-to-Maturity:
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|
|
|
|
|
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Mortgage-backed securities:
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|
|
|
|
|
|
Government National Mortgage Association
|
$
|
972
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|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
1,048
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|
Federal National Mortgage Association
|
8,179
|
|
|
342
|
|
|
—
|
|
|
8,521
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|
Total held-to-maturity mortgage-backed securities
|
9,151
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|
|
418
|
|
|
—
|
|
|
9,569
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Corporate Bonds
|
1,000
|
|
|
—
|
|
|
5
|
|
|
995
|
|
Total held-to-maturity
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$
|
10,151
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|
|
$
|
418
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|
|
$
|
5
|
|
|
$
|
10,564
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|
|
|
|
|
|
|
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|
|
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|
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|
|
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|
|
|
|
|
|
At March 31, 2019
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|
|
|
|
|
|
Amortized
|
|
Gross Unrealized
|
|
|
|
|
$ in thousands
|
Cost
|
|
Gains
|
|
Losses
|
|
Fair Value
|
Available-for-Sale:
|
|
|
|
|
|
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
Government National Mortgage Association
|
$
|
4,443
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|
|
$
|
25
|
|
|
$
|
86
|
|
|
$
|
4,382
|
|
Federal Home Loan Mortgage Corporation
|
11,104
|
|
|
69
|
|
|
148
|
|
|
11,025
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|
Federal National Mortgage Association
|
27,094
|
|
|
131
|
|
|
617
|
|
|
26,608
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|
|
|
|
|
|
|
|
|
Total mortgage-backed securities
|
42,641
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|
|
225
|
|
|
851
|
|
|
42,015
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U.S. Government Agency Securities
|
33,089
|
|
|
—
|
|
|
236
|
|
|
32,853
|
|
Corporate Bonds
|
5,054
|
|
|
—
|
|
|
77
|
|
|
4,977
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|
Total available-for-sale
|
$
|
80,784
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|
|
$
|
225
|
|
|
$
|
1,164
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|
|
$
|
79,845
|
|
|
|
|
|
|
|
|
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Held-to-Maturity:
|
|
|
|
|
|
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
Government National Mortgage Association
|
$
|
1,214
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|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
1,254
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|
Federal National Mortgage Association and Other
|
8,923
|
|
|
—
|
|
|
87
|
|
|
8,836
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|
Total held-to-maturity mortgage-backed securities
|
10,137
|
|
|
40
|
|
|
87
|
|
|
10,090
|
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Corporate Bonds
|
1,000
|
|
|
17
|
|
|
—
|
|
|
1,017
|
|
Total held-to-maturity
|
$
|
11,137
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|
|
$
|
57
|
|
|
$
|
87
|
|
|
$
|
11,107
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|
|
|
|
|
|
|
|
|
There were no sales of available-for-sale securities and held-to-maturity securities for the year ended March 31, 2020. The following is a summary regarding proceeds, gross gains and gross losses realized from the sale of securities from the available-for-sale portfolio for the year ended March 31, 2019.
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|
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$ in thousands
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|
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2019
|
Proceeds
|
|
|
|
$
|
20,487
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|
Gross gains
|
|
|
|
12
|
|
Gross losses
|
|
|
|
28
|
|
Carver maintains a portfolio of mortgage-backed securities in the form of Government National Mortgage Association (“GNMA”) pass-through certificates, Federal National Mortgage Association (“FNMA”) mortgage-backed securities and Federal Home Loan Mortgage Corporation (“FHLMC”) participation certificates. GNMA pass-through certificates are guaranteed as to the payment of principal and interest by the full faith and credit of the United States Government, while FNMA and FHLMC securities are each guaranteed by their respective agencies as to principal and interest. Based on the high quality of the Bank's investment portfolio, current market conditions have not significantly impacted the pricing of the portfolio or the Bank's ability to obtain reliable prices.
At March 31, 2020, the Bank pledged mortgage-backed and agency securities of $21.0 million as collateral for advances from the FHLB-NY.
The following tables set forth the unrealized losses and fair value of securities in an unrealized loss position at March 31, 2020 and March 31, 2019 for less than 12 months and 12 months or longer:
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At March 31, 2020
|
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|
|
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|
|
|
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|
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Less than 12 months
|
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|
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12 months or longer
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Total
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$ 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
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|
|
$
|
173
|
|
|
$
|
22,113
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|
|
$
|
183
|
|
|
$
|
24,112
|
|
Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
$
|
5
|
|
|
$
|
995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
995
|
|
Total held-to-maturity securities
|
$
|
5
|
|
|
$
|
995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
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|
|
|
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At March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
851
|
|
|
$
|
26,787
|
|
|
$
|
851
|
|
|
$
|
26,787
|
|
U.S. Government Agency Securities
|
23
|
|
|
20,851
|
|
|
213
|
|
|
12,002
|
|
|
236
|
|
|
32,853
|
|
Corporate bonds
|
—
|
|
|
—
|
|
|
77
|
|
|
4,977
|
|
|
77
|
|
|
4,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities
|
$
|
23
|
|
|
$
|
20,851
|
|
|
$
|
1,141
|
|
|
$
|
43,766
|
|
|
$
|
1,164
|
|
|
$
|
64,617
|
|
Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
8,752
|
|
|
$
|
87
|
|
|
$
|
8,752
|
|
Total held-to-maturity securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
8,752
|
|
|
$
|
87
|
|
|
$
|
8,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A total of seven securities had an unrealized loss at March 31, 2020, compared to 35 at March 31, 2019. U.S. government agency securities and corporate bonds represented 89.1% and 8.3%, respectively, of total available-for-sale securities in an unrealized loss position at March 31, 2020. There were three U.S. government agency securities and one mortgage-backed security that had an unrealized loss position for more than 12 months at March 31, 2020. The cause of the temporary impairment is directly related to changes in interest rates. In general, as interest rates decline, the fair value of securities will rise, and conversely as interest rates rise, the fair value of securities will decline. Management considers fluctuations in fair value as a result of interest rate changes to be temporary, which is consistent with the Bank's experience. The impairments are deemed temporary based on the direct relationship of the change in fair value to movements in interest rates, the life of the investments and their high credit quality. Given the high credit quality of the securities which are backed by the U.S. government's guarantees, and the corporate securities which are all reputable institutions in good financial standing, the risk of credit loss is minimal. Management believes that these unrealized losses are a direct result of the current rate environment and has the ability and intent to hold the securities until maturity or the valuation recovers.
The Bank did not have any securities that were classified as having other-than-temporary impairment in its investment portfolio at March 31, 2020.
The following is a summary of the amortized cost and fair value of debt securities at March 31, 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
|
$
|
3,004
|
|
|
$
|
2,998
|
|
|
1.61
|
%
|
One through five years
|
4,632
|
|
|
4,670
|
|
|
2.24
|
%
|
Five through ten years
|
7,226
|
|
|
7,175
|
|
|
2.64
|
%
|
After ten years
|
15,786
|
|
|
15,693
|
|
|
2.41
|
%
|
Mortgage-backed securities
|
34,249
|
|
|
35,293
|
|
|
2.38
|
%
|
|
$
|
64,897
|
|
|
$
|
65,829
|
|
|
2.37
|
%
|
Held-to-maturity:
|
|
|
|
|
|
One through five years
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Five through ten years
|
1,000
|
|
|
995
|
|
|
5.75
|
%
|
After ten years
|
—
|
|
|
—
|
|
|
—
|
%
|
Mortgage-backed securities
|
9,151
|
|
|
9,569
|
|
|
2.49
|
%
|
|
$
|
10,151
|
|
|
$
|
10,564
|
|
|
2.81
|
%
|
NOTE 4.LOANS RECEIVABLE, NET
The following is a summary of loans receivable, net of allowance for loan losses at March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
|
|
March 31, 2019
|
|
|
$ in thousands
|
Amount
|
|
%
|
|
Amount
|
|
%
|
Gross loans receivable:
|
|
|
|
|
|
|
|
One-to-four family
|
$
|
105,532
|
|
|
24.8
|
%
|
|
$
|
108,363
|
|
|
25.5
|
%
|
Multifamily
|
89,241
|
|
|
21.0
|
%
|
|
86,177
|
|
|
20.2
|
%
|
Commercial real estate
|
141,761
|
|
|
33.3
|
%
|
|
130,812
|
|
|
30.7
|
%
|
|
|
|
|
|
|
|
|
Business (1)
|
85,425
|
|
|
20.1
|
%
|
|
96,430
|
|
|
22.7
|
%
|
Consumer (2)
|
3,213
|
|
|
0.8
|
%
|
|
4,023
|
|
|
0.9
|
%
|
Total loans receivable
|
425,172
|
|
|
100.0
|
%
|
|
425,805
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized premiums, deferred costs and fees, net
|
3,560
|
|
|
|
|
3,023
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses
|
(4,946)
|
|
|
|
|
(4,646)
|
|
|
|
Total loans receivable, net
|
$
|
423,786
|
|
|
|
|
$
|
424,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes business overdrafts of $10 thousand and $79 thousand as of March 31, 2020 and 2019, respectively
(2) Includes consumer overdrafts of $15 thousand as of March 31, 2020 and 2019
Substantially all of the Bank's real estate loans receivable are principally secured by properties located in New York City. Accordingly, as with most financial institutions in the market area, the ultimate collectability of a substantial portion of the Company's loan portfolio is susceptible to changes in market conditions in this area.
Real estate mortgage loan portfolios (one-to-four family) serviced for Federal National Mortgage Association (“FNMA”) and other third parties are not included in the accompanying consolidated financial statements. The unpaid principal balances of these loans aggregated $18.3 million and $19.4 million at March 31, 2020 and 2019, respectively.
At March 31, 2020 the Bank pledged $60.4 million in total real estate mortgage loans as collateral for advances from the FHLB-NY.
The following is an analysis of the allowance for loan losses based upon the method of evaluating loan impairment for the fiscal year ended March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 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
|
|
(12)
|
|
|
—
|
|
|
—
|
|
|
|
|
(69)
|
|
|
(102)
|
|
|
—
|
|
|
(183)
|
|
Recoveries
|
|
302
|
|
|
—
|
|
|
—
|
|
|
|
|
160
|
|
|
2
|
|
|
—
|
|
|
464
|
|
Provision for (Recovery of) Loan Losses
|
|
(509)
|
|
|
126
|
|
|
46
|
|
|
|
|
146
|
|
|
158
|
|
|
52
|
|
|
19
|
|
Ending Balance
|
|
$
|
1,055
|
|
|
$
|
1,011
|
|
|
$
|
812
|
|
|
|
|
$
|
1,567
|
|
|
$
|
212
|
|
|
$
|
289
|
|
|
$
|
4,946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
The following is an analysis of the allowance for loan losses based upon the method of evaluating loan impairment for the fiscal year ended March 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
One-to-four family
|
|
Multifamily
|
|
Commercial Real Estate
|
|
|
|
Business
|
|
Consumer
|
|
Unallocated
|
|
Total
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
$
|
1,210
|
|
|
$
|
1,819
|
|
|
$
|
1,052
|
|
|
|
|
$
|
1,003
|
|
|
$
|
18
|
|
|
$
|
24
|
|
|
$
|
5,126
|
|
Charge-offs
|
|
(151)
|
|
|
(164)
|
|
|
—
|
|
|
|
|
(964)
|
|
|
(19)
|
|
|
—
|
|
|
(1,298)
|
|
Recoveries
|
|
190
|
|
|
158
|
|
|
—
|
|
|
|
|
705
|
|
|
35
|
|
|
—
|
|
|
1,088
|
|
Provision for (Recovery of) Loan Losses
|
|
25
|
|
|
(928)
|
|
|
(286)
|
|
|
|
|
586
|
|
|
120
|
|
|
213
|
|
|
(270)
|
|
Ending Balance
|
|
$
|
1,274
|
|
|
$
|
885
|
|
|
$
|
766
|
|
|
|
|
$
|
1,330
|
|
|
$
|
154
|
|
|
$
|
237
|
|
|
$
|
4,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses Ending Balance: collectively evaluated for impairment
|
|
$
|
1,103
|
|
|
$
|
885
|
|
|
$
|
766
|
|
|
|
|
$
|
1,312
|
|
|
$
|
154
|
|
|
$
|
237
|
|
|
$
|
4,457
|
|
Allowance for Loan Losses Ending Balance: individually evaluated for impairment
|
|
171
|
|
|
—
|
|
|
—
|
|
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Receivables Ending Balance
|
|
$
|
109,926
|
|
|
$
|
86,886
|
|
|
$
|
131,292
|
|
|
|
|
$
|
96,661
|
|
|
$
|
4,063
|
|
|
$
|
—
|
|
|
$
|
428,828
|
|
Ending Balance: collectively evaluated for impairment
|
|
104,509
|
|
|
83,672
|
|
|
130,816
|
|
|
|
|
93,399
|
|
|
4,063
|
|
|
—
|
|
|
416,459
|
|
Ending Balance: individually evaluated for impairment
|
|
5,417
|
|
|
3,214
|
|
|
476
|
|
|
|
|
3,262
|
|
|
—
|
|
|
—
|
|
|
12,369
|
|
The following is a summary of nonaccrual loans at March 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
March 31, 2020
|
|
March 31, 2019
|
Loans accounted for on a nonaccrual basis:
|
|
|
|
Gross loans receivable:
|
|
|
|
One-to-four family
|
$
|
3,582
|
|
|
$
|
4,488
|
|
Multifamily
|
375
|
|
|
3,214
|
|
Commercial real estate
|
—
|
|
|
476
|
|
|
|
|
|
Business
|
2,797
|
|
|
2,051
|
|
Consumer
|
22
|
|
|
65
|
|
Total nonaccrual loans
|
$
|
6,776
|
|
|
$
|
10,294
|
|
Nonaccrual loans generally consist of loans for which the accrual of interest has been discontinued as a result of such loans becoming 90 days or more delinquent as to principal and/or interest payments. Interest income on nonaccrual loans is recorded when received based upon the collectability of the loan. TDR loans consist of modified loans where borrowers have been granted concessions in regards to the terms of their loans due to financial or other difficulties, which rendered them unable to repay their loans under the original contractual terms.
At March 31, 2020, other non-performing assets totaled $120 thousand, which consisted of other real estate owned comprised of two foreclosed residential properties, compared to $404 thousand comprised of four residential properties at March 31, 2019. Other real estate loans is included in other assets in the consolidated statements of financial condition. There were no held-for-sale loans at March 31, 2020 or March 31, 2019.
The Bank utilizes an internal loan classification system as a means of reporting problem loans within its loan categories. Loans may be classified as "Pass," “Special Mention,” “Substandard,” “Doubtful,” and “Loss.” Loans rated Pass have demonstrated satisfactory asset quality, earning history, liquidity, and other adequate margins of creditor protection. They represent a moderate credit risk and some degree of financial stability. Loans are considered collectible in full, but perhaps require greater than average amount of loan officer attention. Borrowers are capable of absorbing normal setbacks without failure. Loans rated Special Mention have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank's credit position at some future date. Loans rated Substandard are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if
the deficiencies are not corrected. Loans rated Doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. Loans classified as Loss are those considered uncollectible with insignificant value and are charged off immediately to the allowance for loan losses.
One-to-four family residential loans and consumer and other loans are rated non-performing if they are delinquent in payments ninety or more days, a troubled debt restructuring with less than six months contractual performance or past maturity. All other one-to-four family residential loans and consumer and other loans are performing loans.
As of March 31, 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
|
$
|
89,512
|
|
|
$
|
141,793
|
|
|
|
|
$
|
80,016
|
|
Special Mention
|
—
|
|
|
617
|
|
|
|
|
2,184
|
|
Substandard
|
375
|
|
|
—
|
|
|
|
|
3,459
|
|
Doubtful
|
—
|
|
|
—
|
|
|
|
|
—
|
|
Loss
|
—
|
|
|
—
|
|
|
|
|
—
|
|
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
|
|
|
|
|
|
As of March 31, 2019, the risk category by class of loans was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
Multifamily
|
|
Commercial Real Estate
|
|
|
|
Business
|
Credit Risk Profile by Internally Assigned Grade:
|
|
|
|
|
|
|
|
Pass
|
$
|
83,672
|
|
|
$
|
128,319
|
|
|
|
|
$
|
90,336
|
|
Special Mention
|
—
|
|
|
2,497
|
|
|
|
|
2,425
|
|
Substandard
|
3,214
|
|
|
476
|
|
|
|
|
3,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
86,886
|
|
|
$
|
131,292
|
|
|
|
|
$
|
96,661
|
|
|
|
|
|
|
|
|
|
|
One-to-four family
|
|
Consumer
|
|
|
|
|
Credit Risk Profile Based on Payment Activity:
|
|
|
|
|
|
|
|
Performing
|
$
|
106,531
|
|
|
$
|
4,063
|
|
|
|
|
|
Non-Performing
|
3,395
|
|
|
—
|
|
|
|
|
|
Total
|
$
|
109,926
|
|
|
$
|
4,063
|
|
|
|
|
|
The following table presents an aging analysis of the recorded investment of past due financing receivable as of 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 Receivable
|
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 an aging analysis of the recorded investment of past due financing receivable as of March 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
30-59 Days Past Due
|
|
60-89 Days Past Due
|
|
90 or More Days Past Due
|
|
Total Past Due
|
|
|
|
|
|
|
|
Current
|
|
Total Loans Receivable
|
One-to-four family
|
$
|
1,827
|
|
|
$
|
—
|
|
|
$
|
3,395
|
|
|
$
|
5,222
|
|
|
|
|
|
|
|
|
$
|
104,704
|
|
|
$
|
109,926
|
|
Multifamily
|
2,580
|
|
|
—
|
|
|
2,118
|
|
|
4,698
|
|
|
|
|
|
|
|
|
82,188
|
|
|
86,886
|
|
Commercial real estate
|
121
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
|
|
|
|
|
|
131,171
|
|
|
131,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
780
|
|
|
—
|
|
|
599
|
|
|
1,379
|
|
|
|
|
|
|
|
|
95,282
|
|
|
96,661
|
|
Consumer
|
87
|
|
|
53
|
|
|
65
|
|
|
205
|
|
|
|
|
|
|
|
|
3,858
|
|
|
4,063
|
|
Total
|
$
|
5,395
|
|
|
$
|
53
|
|
|
$
|
6,177
|
|
|
$
|
11,625
|
|
|
|
|
|
|
|
|
$
|
417,203
|
|
|
$
|
428,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2020 and 2019, there were no loans 90 or more days past due and accruing interest.
The following tables present information on impaired loans with the associated allowance amount, if applicable, at March 31, 2020 and 2019. Management determined the specific allowance based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the remaining source of repayment for the loan is the operation or liquidation of the collateral. In those cases, the current fair value of the collateral, less selling costs was used to determine the specific allowance recorded. When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the total principal of an impaired loan is not in doubt and the loan is on nonaccrual status, contractual interest is credited to interest income when received under the cash basis method. Interest income of $119 thousand and $122 thousand for fiscal years 2020 and 2019 respectively, would have been recorded on impaired loans had they performed in accordance with their original terms.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired Loans by Class
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31,
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
2019
|
|
|
|
|
$ 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
|
$
|
3,819
|
|
|
$
|
4,566
|
|
|
$
|
—
|
|
|
$
|
4,488
|
|
|
$
|
5,643
|
|
|
$
|
—
|
|
Multifamily
|
375
|
|
|
376
|
|
|
—
|
|
|
3,214
|
|
|
3,214
|
|
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
476
|
|
|
476
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
2,797
|
|
|
2,917
|
|
|
—
|
|
|
1,974
|
|
|
2,017
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
One-to-four family
|
807
|
|
|
803
|
|
|
156
|
|
|
929
|
|
|
929
|
|
|
171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
652
|
|
|
652
|
|
|
10
|
|
|
1,288
|
|
|
1,288
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
8,450
|
|
|
$
|
9,314
|
|
|
$
|
166
|
|
|
$
|
12,369
|
|
|
$
|
13,567
|
|
|
$
|
189
|
|
The following table presents information on average balances on impaired loans and the interest income recognized for the years ended March 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended March 31,
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
|
|
|
$ in thousands
|
Average Balance
|
|
Interest Income recognized
|
|
Average Balance
|
|
Interest Income recognized
|
|
|
|
|
With no specific allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
One-to-four family
|
$
|
4,153
|
|
|
$
|
65
|
|
|
$
|
4,964
|
|
|
$
|
96
|
|
|
|
|
|
Multifamily
|
1,795
|
|
|
48
|
|
|
2,089
|
|
|
42
|
|
|
|
|
|
Commercial real estate
|
238
|
|
|
—
|
|
|
1,007
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
2,385
|
|
|
47
|
|
|
1,293
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
One-to-four family
|
868
|
|
|
—
|
|
|
997
|
|
|
—
|
|
|
|
|
|
Multifamily
|
—
|
|
|
—
|
|
|
371
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
970
|
|
|
—
|
|
|
1,983
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
10,409
|
|
|
$
|
160
|
|
|
$
|
12,704
|
|
|
$
|
182
|
|
|
|
|
|
In certain circumstances, loan modifications involve a troubled borrower to whom the Bank may grant a modification. In cases where the Bank grants any significant concessions to a troubled borrower, the Bank accounts for the modification as a TDR under ASC Subtopic 310-40 and the related allowance under ASC Section 310-10-35. Situations around these modifications may include extension of maturity date, reduction in the stated interest rate, rescheduling of future cash flows, reduction in the face amount of the debt or reduction of past accrued interest. Loans modified in TDRs are placed on nonaccrual status until the Company determines that future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrate performance according to the restructured terms for a period of at least six months. There were no loan modifications made during the twelve months ended March 31, 2020. There were three loan modifications made during the twelve months ended March 31, 2019. The following table presents an analysis of the loan modifications that were classified as TDRs during the twelve month period ended March 31, 2019,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Modifications to loans during the years ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
|
|
|
|
|
|
|
|
|
|
Number of loans
|
|
Pre-modification outstanding recorded investment
|
|
Post-Modification Recorded investment
|
|
Pre-Modification rate
|
|
Post-Modification rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
$
|
2,776
|
|
|
$
|
2,776
|
|
|
6.51
|
%
|
|
6.04
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In an effort to proactively resolve delinquent loans, Carver has selectively extended to certain borrowers concessions such as extensions, rate reductions or forbearance agreements. For the fiscal years ended March 31, 2020 and 2019, there were no modified loans that defaulted with the last 12 months of modification. Total TDR loans at March 31, 2020 were $3.9 million, $2.2 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, 2019, total TDR loans were $5.4 million, of which $3.2 million were non-performing.
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 March 31, 2020 and $80 thousand at March 31, 2019. During fiscal year 2020, there were no advances and principal repayments totaled $10 thousand.
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 5.PREMISES AND EQUIPMENT, NET
The details of premises and equipment as of March 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
2020
|
|
2019
|
|
|
|
|
|
|
|
|
Leasehold improvements
|
$
|
7,120
|
|
|
$
|
7,394
|
|
Furniture, equipment, and other
|
14,212
|
|
|
13,169
|
|
|
21,332
|
|
|
20,563
|
|
Less accumulated depreciation and amortization
|
(15,955)
|
|
|
(15,507)
|
|
Premises and equipment, net
|
$
|
5,377
|
|
|
$
|
5,056
|
|
Depreciation and amortization charged to operations for fiscal years 2020 and 2019 amounted to $965 thousand and $793 thousand, respectively.
During fiscal year 2016, Carver conducted a sale and leaseback transaction on its Crown Heights branch location with an unaffiliated third party as part of the Bank's ongoing facilities rationalization efforts. Carver did not finance the purchase and the gain was calculated utilizing the profit on sale in excess of the present value of the minimum lease payments in accordance with ASC 840. The remaining amount of profit on the sale of the property was deferred from gain recognition to be amortized into income over the term of the lease. The deferred gain on the sale of the property was included in Other Liabilities on the Consolidated Statements of Financial Condition and totaled $468 thousand as of March 31, 2019.
During fiscal year 2018, Carver conducted a sale and leaseback transaction on its Harlem headquarters location with an unaffiliated third party. The Bank leased a portion of the property to continue to maintain its Main Office branch at the same location, and the administrative offices were relocated to a nearby facility. The Company recognized a $9.6 million gain on the sale and leaseback in the fourth quarter of fiscal year 2018. Carver did not finance the purchase and the gain was calculated utilizing the profit on sale in excess of the present value of the minimum lease payments in accordance with ASC 840. The remaining amount of profit on the sale of the property was deferred from gain recognition and was to be amortized into income over the term of the lease. The deferred gain on the sale of the property was included in Other Liabilities on the Consolidated Statements of Financial Condition and totaled $4.9 million as of March 31, 2019.
On April 1, 2019, the Company adopted Topic 842. As part of the adoption, the Company recorded a $5.3 million cumulative effect adjustment to retained earnings to recognize the total deferred gain balance related to sale and leaseback transactions at the adoption date. See Note 6 "Leases" for additional information.
NOTE 6.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 March 31, 2020, operating ROU lease assets and related lease liabilities totaled $17.6 million and $18.2 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 March 31, 2020, the Company had $182 thousand and $170 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 year ended March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
Weighted-average remaining lease term
|
|
|
Operating leases
|
|
7.8 years
|
Finance lease
|
|
2.8 years
|
|
|
|
Weighted-average discount rate
|
|
|
Operating leases
|
|
3.00
|
%
|
Finance lease
|
|
1.84
|
%
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
|
|
March 31, 2020
|
Operating lease expense
|
|
|
|
$
|
2,925
|
|
|
|
|
|
|
Finance lease cost
|
|
|
|
|
Amortization of right-of use asset
|
|
|
|
34
|
|
Interest on lease liability
|
|
|
|
2
|
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
|
Operating leases
|
|
|
|
2,770
|
|
Finance lease
|
|
|
|
44
|
|
Maturities of lease liabilities at March 31, 2020 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
Operating Leases
|
|
Finance Leases
|
Year ending March 31,
|
|
|
|
|
2021
|
|
$
|
2,700
|
|
|
$
|
69
|
|
2022
|
|
2,600
|
|
|
69
|
|
2023
|
|
2,462
|
|
|
28
|
|
2024
|
|
2,535
|
|
|
8
|
|
2025
|
|
2,318
|
|
|
—
|
|
Thereafter
|
|
7,913
|
|
|
—
|
|
Total lease payments
|
|
20,528
|
|
|
174
|
|
Interest
|
|
(2,375)
|
|
|
(4)
|
|
Lease liability
|
|
$
|
18,153
|
|
|
$
|
170
|
|
Under the legacy GAAP as of March 31, 2019, the Company's minimum annual rental commitments under all non-cancelable leases with initial or remaining terms of more than one year are as follows:
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
|
Year Ending March 31,
|
|
|
2020
|
|
$
|
2,761
|
|
2021
|
|
2,686
|
|
2022
|
|
2,428
|
|
2023
|
|
2,290
|
|
2024
|
|
2,289
|
|
Thereafter
|
|
8,572
|
|
|
|
$
|
21,026
|
|
NOTE 7.ACCRUED INTEREST RECEIVABLE
The details of accrued interest receivable as of March 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
2020
|
|
2019
|
Loans receivable
|
$
|
1,649
|
|
|
$
|
1,529
|
|
Mortgage-backed securities
|
112
|
|
|
135
|
|
Investments and other interest-bearing assets
|
291
|
|
|
355
|
|
Total accrued interest receivable
|
$
|
2,052
|
|
|
$
|
2,019
|
|
NOTE 8.DEPOSITS
Deposit balances and weighted average interest rates as of March 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
2019
|
|
|
|
|
$ in thousands
|
Amount
|
|
Percent of Total Deposits
|
|
Weighted Average Rate
|
|
Amount
|
|
Percent of Total Deposits
|
|
Weighted Average Rate
|
Non-interest-bearing demand
|
$
|
57,489
|
|
|
11.76
|
%
|
|
—
|
%
|
|
$
|
60,201
|
|
|
12.54
|
%
|
|
—
|
%
|
Interest-bearing checking
|
24,016
|
|
|
4.91
|
|
|
0.12
|
|
|
23,473
|
|
|
4.89
|
|
|
0.12
|
|
Savings
|
97,812
|
|
|
20.01
|
|
|
0.26
|
|
|
99,310
|
|
|
20.68
|
|
|
0.26
|
|
Money market savings account
|
112,634
|
|
|
23.04
|
|
|
0.53
|
|
|
94,376
|
|
|
19.65
|
|
|
0.48
|
|
Certificates of deposit
|
194,287
|
|
|
39.75
|
|
|
2.03
|
|
|
200,607
|
|
|
41.78
|
|
|
1.78
|
|
Loan escrow deposits
|
2,577
|
|
|
0.53
|
|
|
1.04
|
|
|
2,229
|
|
|
0.46
|
|
|
2.09
|
|
Total
|
$
|
488,815
|
|
|
100.00
|
%
|
|
0.99
|
%
|
|
$
|
480,196
|
|
|
100.00
|
%
|
|
0.91
|
%
|
Scheduled maturities of certificates of deposit for the year ended March 31, 2020 are as follows:
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
Amount
|
Maturing years ending March 31:
|
|
|
2021
|
|
$
|
153,164
|
|
2022
|
|
16,955
|
|
2023
|
|
14,293
|
|
2024
|
|
5,349
|
|
2025
|
|
4,487
|
|
2026 and beyond
|
|
39
|
|
Total
|
|
$
|
194,287
|
|
The following table represents the amount of certificates of deposit of $100,000 or more at March 31, 2020 maturing during the periods indicated:
|
|
|
|
|
|
$ in thousands
|
|
Maturing:
|
|
April 1, 2020 to June 30, 2020
|
$
|
48,144
|
|
July 1, 2020 to September 30, 2020
|
11,834
|
|
October 1, 2020 to March 31, 2021
|
78,326
|
|
April 1, 2021 and beyond
|
27,631
|
|
Total
|
$
|
165,935
|
|
Interest expense on deposits is as follows for the years ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
2020
|
|
2019
|
|
|
Interest-bearing checking
|
$
|
29
|
|
|
$
|
30
|
|
|
|
Savings and clubs
|
256
|
|
|
265
|
|
|
|
Money market savings
|
533
|
|
|
466
|
|
|
|
Certificates of deposit
|
3,799
|
|
|
4,427
|
|
|
|
Loan escrow deposits
|
23
|
|
|
44
|
|
|
|
Total interest expense
|
$
|
4,640
|
|
|
$
|
5,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents additional information about our year-end deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
2020
|
|
2019
|
Deposits from the Certificate of Deposit Account Registry Service (CDARS)
|
|
$
|
40,171
|
|
|
$
|
48,274
|
|
Deposits from brokers
|
|
41,743
|
|
|
36,744
|
|
Certificates of deposit individually greater than $250,000
|
|
53,956
|
|
|
25,076
|
|
Deposits from certain directors, executive officers and their affiliates
|
|
64
|
|
|
5,029
|
|
NOTE 9.BORROWED MONEY
Federal Home Loan Bank Advances. FHLB-NY advances weighted average interest rates by remaining period to maturity at March 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
|
|
|
|
2019
|
|
|
Maturing Year Ended March 31,
|
|
|
|
|
|
Weighted
Average Rate
|
|
Amount
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
2.66%
|
|
$
|
8,000
|
|
|
|
|
|
|
|
2.66%
|
|
$
|
8,000
|
|
As a member of the FHLB-NY, the Bank may have outstanding FHLB-NY borrowings in a combination of term advances and overnight funds of up to 30% of its total assets, or approximately $173.6 million at March 31, 2020. Borrowings are secured by the Bank's investment in FHLB-NY stock and by a blanket security agreement. This agreement requires the Bank to maintain as collateral certain qualifying assets (principally mortgage loans and securities) not otherwise pledged. The Bank had no outstanding advances from the FHLB-NY at March 31, 2020. At March 31, 2020, the Bank's collateral included its investment in FHLB-NY capital stock totaling $568 thousand, and a blanket assignment of pledged qualifying mortgage loans of $60.4 million and mortgage-backed and investment securities with a market value of $21.0 million. The Bank has sufficient collateral at the FHLB-NY to be able to borrow $68.9 million from the FHLB-NY at March 31, 2020. Interest expense on FHLB advances was $176 thousand for the year ended March 31, 2020. At March 31, 2019, the accrued interest payable on FHLB advances was $2 thousand and the interest expense was $89 thousand.
Subordinated Debt Securities. On September 17, 2003, Carver Statutory Trust I issued 13,000 shares, liquidation amount $1,000 per share, of floating rate capital securities. Gross proceeds from the sale of these trust preferred debt securities of $13 million, and 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 totaling $2.5 million were made in September 2016. Interest on the debentures has been deferred beginning with the December 2016 payment, per the terms of the agreement, which permit such deferral for up to twenty consecutive quarters, as the Company is prohibited from making payments without prior regulatory approval.
The accrued interest payable on subordinated debt securities was $2.5 million and the interest expense was $815 thousand for the year ended March 31, 2020. The accrued interest payable on subordinated debt securities was $1.7 million and the interest expense was $820 thousand for the year ended March 31, 2019.
The following table sets forth certain information regarding Carver Federal's borrowings as of and for the years ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
2020
|
|
2019
|
|
|
Amounts outstanding at the end of year:
|
|
|
|
|
|
FHLB advances
|
$
|
—
|
|
|
$
|
8,000
|
|
|
|
Subordinated debt securities
|
13,403
|
|
|
13,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate paid at year end:
|
|
|
|
|
|
FHLB advances
|
—
|
%
|
|
2.66
|
%
|
|
|
Subordinated debt securities
|
3.89
|
%
|
|
5.66
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum amount of borrowing outstanding at any month end:
|
|
|
|
|
|
FHLB advances
|
$
|
23,000
|
|
|
$
|
25,000
|
|
|
|
Subordinated debt securities
|
$
|
13,403
|
|
|
$
|
13,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate average amounts outstanding for year:
|
|
|
|
|
|
FHLB advances
|
$
|
8,115
|
|
|
$
|
4,118
|
|
|
|
Subordinated debt securities
|
$
|
13,403
|
|
|
$
|
13,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate weighted average rate paid during year:
|
|
|
|
|
|
FHLB advances
|
2.15
|
%
|
|
2.16
|
%
|
|
|
Subordinated debt securities
|
6.08
|
%
|
|
6.11
|
%
|
|
|
|
|
|
|
|
|
NOTE 10.INCOME TAXES
The following is a reconciliation of the expected Federal income tax rate to the consolidated effective tax rate for the years ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
|
|
|
$ in thousands
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
|
|
|
Statutory Federal income tax expense (benefit)
|
$
|
(1,139)
|
|
|
21.0
|
%
|
|
$
|
(1,218)
|
|
|
21.0
|
%
|
|
|
|
|
State and local income tax, net of Federal tax benefit
|
(719)
|
|
|
13.2
|
|
|
(28)
|
|
|
0.4
|
|
|
|
|
|
Impact of income tax rate changes
|
186
|
|
|
(3.4)
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in valuation allowance
|
1,661
|
|
|
(30.6)
|
|
|
1,332
|
|
|
(23.0)
|
|
|
|
|
|
Other
|
11
|
|
|
(0.2)
|
|
|
(86)
|
|
|
1.6
|
|
|
|
|
|
Total income tax expense (benefit)
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
|
|
|
Tax effects of existing temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are included in other assets at March 31 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
2020
|
|
2019
|
Deferred Tax Assets:
|
|
|
|
Allowance for loan losses
|
$
|
1,689
|
|
|
$
|
1,561
|
|
|
|
|
|
|
|
|
|
Nonaccrual loan interest
|
40
|
|
|
41
|
|
Deferred gain - sale leaseback transactions
|
—
|
|
|
1,803
|
|
Net operating loss carryforward
|
18,732
|
|
|
16,248
|
|
New markets tax credit
|
3,452
|
|
|
3,452
|
|
AMT credits
|
—
|
|
|
170
|
|
Depreciation
|
(5)
|
|
|
821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized (gain) loss on available-for-sale securities
|
(313)
|
|
|
1,092
|
|
Other
|
124
|
|
|
—
|
|
Total Deferred Tax Assets
|
23,719
|
|
|
25,188
|
|
Deferred Tax Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
1,098
|
|
|
1,073
|
|
Total Deferred Tax Liabilities
|
1,098
|
|
|
1,073
|
|
Deferred Tax Assets, net
|
22,621
|
|
|
24,115
|
|
Valuation Allowance
|
(22,621)
|
|
|
(23,945)
|
|
Deferred Tax Assets, net of valuation allowance
|
$
|
—
|
|
|
$
|
170
|
|
On June 29, 2011, the Company raised $55.0 million of equity. The capital raise triggered a change in control under Section 382 of the Internal Revenue Code. Generally, Section 382 limits the utilization of an entity's net operating loss carryforwards, general business credits, and recognized built-in losses upon a change in ownership. The Company is currently subject to an annual limitation of approximately $870 thousand, but has accumulated availability of $7.6 million as of March 31, 2020. The total cumulative availability over the carryover period (20 years) is $18.1 million. The Company has a net deferred tax asset (“DTA”) of approximately $22.6 million. Based on management's calculations, the Section 382 limitation has resulted in previous reductions of the deferred tax asset of $5.8 million. A valuation allowance for net deferred tax asset of $22.6 million has been recorded. The valuation allowance was initially recorded during fiscal year 2011, and has remained through March 31, 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. The Tax Cuts and Jobs Act, that was 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, and $170 thousand as of March 31, 2019.
At March 31, 2020, the Company had net operating carryforwards for federal purposes of approximately $51.2 million, for state purposes of approximately $69.5 million and for city purposes of approximately $57.2 million which are available to offset future federal, state and city income and which expire over varying periods from March 2030 through March 2040. Federal net operating carryforwards of $17.3 million do not expire.
The Company has no uncertain tax positions. The Company and its subsidiaries are subject to federal, New York State and New York City income taxation. The Company is no longer subject to examination by taxing authorities for years before March 31, 2017. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination; with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
NOTE 11.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 years ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands except per share data
|
2020
|
|
2019
|
|
|
Net loss attributable to Carver Bancorp, Inc.
|
$
|
(5,423)
|
|
|
$
|
(5,936)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – basic
|
3,699,278
|
|
|
3,698,534
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – diluted
|
3,699,278
|
|
|
3,698,534
|
|
|
|
|
|
|
|
|
|
Basic loss per common share
|
$
|
(1.47)
|
|
|
$
|
(1.60)
|
|
|
|
Diluted loss per common share
|
$
|
(1.47)
|
|
|
$
|
(1.60)
|
|
|
|
For the years ended March 31, 2020 and March 31, 2019, all restricted shares and outstanding stock options were anti-dilutive. For details of restricted shares and stock options, please refer to Note 14. "Employee Benefit and Stock Compensation Plans."
NOTE 12.STOCKHOLDERS' EQUITY
Conversion and Stock Offering. On October 24, 1994, the Bank issued in an initial public offering 2,314,375 shares of common stock, par value $0.01 (the “Common Stock”), at a price of $10 per share resulting in net proceeds of $21.5 million. As part of the initial public offering, the Bank established a liquidation account at the time of conversion, in an amount equal to the surplus and reserves of the Bank at September 30, 1994. In the unlikely event of a complete liquidation of the Bank (and only in such event), eligible depositors who continue to maintain accounts shall be entitled to receive a distribution from the liquidation account. The total amount of the liquidation account may be decreased if the balances of eligible deposits decreased as measured on the annual determination dates. The Bank is not permitted to pay dividends to the Company on its capital stock if the effect thereof would cause its net worth to be reduced below either: (i) the amount required for the liquidation account, or (ii) the amount required for the Bank to comply with applicable minimum regulatory capital requirements. In 2011 the stockholders approved a 1-for-15 reverse stock split pursuant to which each 15 shares of the Company’s Common Stock would be converted into one share of Common Stock. The 1-for-15 reverse stock split was effective as of October 27, 2011, resulting in a reduction in the number of outstanding shares of the Company’s Common Stock from 2,492,415 to 166,161, an increase of the conversion price of the Series C Preferred Stock and the Series D Preferred Stock and the exchange ratio of the Series B Preferred Stock from $0.5451 to $8.1765, and a corresponding decrease in the number of shares of Common Stock issued to the Investors and Treasury. During the year ended March 31, 2012, all outstanding shares of Series B Preferred Stock were converted to Common Stock and all outstanding shares of Series C preferred Stock were converted to Series D Preferred Stock. As of March 31, 2020, there were 3,699,505 shares of Company common stock outstanding.
Series D Preferred Stock ranks senior to the Common Stock. The holders of Series D Preferred Stock are entitled to receive dividends, on an as-converted basis, simultaneously to the payment of any dividends on the Company's common stock. Dividends on the Series D Preferred Stock are not cumulative. If the Company's board of directors does not declare a dividend with respect to any dividend period, the holders of the Series D Preferred Stock will have no right to receive any dividend for that period. The Company may not declare, pay or set apart for payment any dividend or make any distribution on common stock, unless at the time of such dividend or distribution the Company simultaneously pays a non-cumulative dividend or makes a distribution on each outstanding share of Series D Preferred Stock on an as-converted basis. The holders of Series D preferred Stock are generally not entitled to vote, except with respect to amendments to the Company's certificate of incorporation that would change the rights and preferences of the Series D Preferred Stock, the creation or increase of any class of securities senior to the Series D Preferred Stock, the consummation of certain mergers, consolidations or other transactions where the holders of the Series D Preferred Stock are not converted into or exchanged for preference securities of the surviving entity, and as otherwise required by applicable law.
.
The Series D Preferred Stock shall automatically convert into shares of Common Stock only upon the following transfers to third parties (“Eligible Transfers”):
•a transfer in a widespread public distribution;
•a transfer in which no transferee (together with its affiliates and other transferees acting in concert with it) acquires more than 2% of the Company’s common stock or any other class or series of the Company’s voting stock; or
•a transfer to a transferee that (together with its affiliates and other transferees acting in concert with it) owns or controls more than 50% of the Company’s common stock, without regard to the transfer.
The conversion price of the Series D Preferred Stock is $8.1765, and is subject to adjustment in the event of stock splits, subdivisions or combinations, dividends and distributions, issuance of certain rights, spin-offs, self-tenders and exchange offers as set forth under the agreement. The Series D Preferred Stock is not convertible at the option of the holders. As of March 31, 2020, there were 45,118 shares of Series D Preferred Stock outstanding.
On August 6, 2002, the Company announced a stock repurchase program to repurchase up to 15,442 shares of its outstanding common stock. As of March 31, 2020, 11,744 shares of its common stock have been repurchased in open market transactions. No shares were repurchased during fiscal 2020. The U.S. Treasury's prior approval is required to make further repurchases.
Regulatory Capital. The operations and profitability of the Bank are significantly affected by legislation and the policies of the various regulatory agencies. In July 2013, the FDIC and the other federal bank regulatory agencies issued a final rule that revised their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The final rule, which became effective for the Bank on January 1, 2015, established a minimum Common Equity Tier 1 (CET1) ratio, a minimum leverage ratio and increases in the Tier 1 and Total risk-based capital ratios. The rule also limits a banking organization's capital distributions and certain discretionary bonus payments if the banking organization does not hold a "capital conservation buffer" consisting of 2.5% of CET1 capital to risk-weighted assets in addition to the 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%. Carver Federal, as a matter of prudent management, targets as its goal the maintenance of capital ratios which exceed these minimum requirements and that are consistent with Carver Federal's risk profile. In assessing an institution's capital adequacy, the OCC takes into consideration not only these numeric factors but also qualitative factors, and has the authority to establish higher capital requirements for individual institutions where necessary. Regardless of Basel III's minimum requirements, Carver, as a result of the previously described Formal Agreement, was issued an Individual Minimum Capital Ratio ("IMCR") letter by the OCC, which requires the Bank to maintain minimum regulatory capital levels of 9% for its Tier 1 leverage ratio and 12% for its total risk-based capital ratio. At March 31, 2020, the Bank's capital level exceeded the regulatory requirements and its IMCR requirements with a Tier 1 leverage ratio of 11.25%, Common Equity Tier 1 capital ratio of 15.23%, Tier 1 risk-based capital ratio of 15.23%, and a total risk-based capital ratio of 16.48%.
The table below presents the Bank's regulatory capital ratios at March 31, 2020 and 2019.
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
|
|
March 31, 2019
|
|
|
($ in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
Tier 1 leverage capital
|
|
|
|
|
|
|
|
|
Regulatory capital
|
|
$
|
63,683
|
|
|
11.25
|
%
|
|
$
|
62,875
|
|
|
10.77
|
%
|
Individual minimum capital requirement
|
|
50,948
|
|
|
9.00
|
%
|
|
52,525
|
|
|
9.00
|
%
|
Minimum capital requirement
|
|
22,643
|
|
|
4.00
|
%
|
|
23,344
|
|
|
4.00
|
%
|
Excess
|
|
41,040
|
|
|
7.25
|
%
|
|
39,531
|
|
|
6.77
|
%
|
|
|
|
|
|
|
|
|
|
Common equity Tier 1
|
|
|
|
|
|
|
|
|
Regulatory capital
|
|
$
|
63,683
|
|
|
15.23
|
%
|
|
$
|
62,875
|
|
|
15.39
|
%
|
Minimum capital requirement
|
|
29,268
|
|
|
7.00
|
%
|
|
28,604
|
|
|
7.00
|
%
|
Excess
|
|
34,415
|
|
|
8.23
|
%
|
|
34,271
|
|
|
8.39
|
%
|
|
|
|
|
|
|
|
|
|
Tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
Regulatory capital
|
|
$
|
63,683
|
|
|
15.23
|
%
|
|
$
|
62,875
|
|
|
15.39
|
%
|
Minimum capital requirement
|
|
35,540
|
|
|
8.50
|
%
|
|
34,734
|
|
|
8.50
|
%
|
Excess
|
|
28,143
|
|
|
6.73
|
%
|
|
28,141
|
|
|
6.89
|
%
|
|
|
|
|
|
|
|
|
|
Total risk-based capital
|
|
|
|
|
|
|
|
|
Regulatory capital
|
|
$
|
68,904
|
|
|
16.48
|
%
|
|
$
|
67,766
|
|
|
16.58
|
%
|
Individual minimum capital requirement
|
|
50,174
|
|
|
12.00
|
%
|
|
49,036
|
|
|
12.00
|
%
|
Minimum capital requirement
|
|
43,902
|
|
|
10.50
|
%
|
|
42,906
|
|
|
10.50
|
%
|
Excess
|
|
25,002
|
|
|
5.98
|
%
|
|
24,860
|
|
|
6.08
|
%
|
NOTE 13.OTHER COMPREHENSIVE INCOME (LOSS)
The following tables set forth changes in each component of accumulated other comprehensive income (loss), net of tax for the years ended March 31, 2020 and 2019:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
At
March 31, 2019
|
|
|
|
Other Comprehensive Income
|
|
At
March 31, 2020
|
Net unrealized (loss) income on securities available-for-sale
|
|
$
|
(939)
|
|
|
|
|
$
|
1,871
|
|
|
$
|
932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
At
March 31, 2018
|
|
ASU 2016-01 reclassification
|
|
Other Comprehensive Income
|
|
At
March 31, 2019
|
Net unrealized income (loss) on securities available-for-sale
|
|
$
|
(2,726)
|
|
|
$
|
721
|
|
|
$
|
1,066
|
|
|
$
|
(939)
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth information about amounts reclassified from accumulated other comprehensive loss to the consolidated statement of operations and the affected line item in the statement where net income is presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended March 31,
|
|
|
|
Affected Line Item in the Consolidated Statement of Operations
|
$ in thousands
|
|
|
|
|
|
2020
|
|
2019
|
|
|
Reclassification adjustment for sales of available for-sale securities, net of tax
|
|
|
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
Loss on sale of securities, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss). Comprehensive income (loss) represents net income (loss) and certain amounts reported directly in stockholders' equity, such as net unrealized gain or loss on securities available-for-sale. The balance at March 31, 2020 included $1.9 million of unrealized gains for the year ended March 31, 2020. The balance at March 31, 2019 included $1.1 million of unrealized gains for the year ended March 31, 2019.
NOTE 14.EMPLOYEE BENEFIT AND STOCK COMPENSATION PLANS
Savings Incentive Plan. Carver has a savings incentive plan, pursuant to Section 401(k) of the Code, for all eligible employees of the Bank. The Bank matches contributions to the 401(k) Plan equal to 100% of pre-tax contributions made by each employee up to a maximum of 3% of their pay, subject to IRS limitations. All such matching contributions are fully vested and non-forfeitable at all times regardless of the years of service with the Bank.
Under the profit-sharing feature, if the Bank achieves a minimum of 70% of its net income goal as mentioned previously, the Compensation Committee may authorize an annual non-elective contribution to the 401(k) Plan on behalf of each eligible employee up to 2% of the employee's annual pay, subject to IRS limitations. This non-elective contribution may be made regardless of whether the employee makes a contribution to the 401(k) Plan. Non-elective Bank contributions, if awarded, vest 20% each year for the first five years of employment and are fully vested thereafter.
To be eligible for the matching contribution, the employee must be 21 years of age and have completed at least three months of service. To be eligible for the non-elective Carver contribution, the employee must also be employed as of the last day of the plan year.
Compensation expense recognized for the savings incentive plan was $254 thousand and $257 thousand, respectively, for fiscal 2020 and 2019.
Stock Option Plans. In September 2006, Carver stockholders approved the 2006 Stock Incentive Plan (the "2006 Incentive Plan") which provides for the grant of stock options, stock appreciation rights and restricted stock to employees and directors who are selected to receive awards by the Committee. The 2006 Incentive Plan authorizes Carver to grant awards with respect to 20,000 shares, but no more than 10,000 shares of restricted stock may be granted. Options are granted at a price not less than fair market value of Carver common stock at the time of the grant for a period not to exceed 10 years. Shares generally vest in 20% increments over 5 years, however, the Committee may specify a different vesting schedule. At March 31, 2020, there were 3,733 options outstanding under the 2006 Incentive Plan and 3,133 were exercisable. All options are exercisable immediately upon a participant's disability, death or a change in control, as defined in the 2006 Incentive Plan, if the person is employed on that date. If the person is terminated (voluntary or involuntarily) from the Bank, all unvested shares are
forfeited. Pursuant to the plan, the Bank recognized $3 thousand and $3 thousand as expense for fiscal years 2020 and 2019, respectively.
In September 2014, Carver stockholders approved the Carver Bancorp, Inc. 2014 Equity Incentive Plan (the "2014 Incentive Plan") which provides for the grant of stock options, stock appreciation rights and restricted stock to executive officers and directors who are selected to receive awards by the Committee. The 2014 Incentive Plan authorizes Carver to grant awards with respect to 250,000 shares. All of the shares may be issued pursuant to stock options (all of which may be incentive stock options) or all of which may be issued pursuant to restricted stock awards or restricted stock units. Unless the Committee determines otherwise, the award agreements will specify that no award will vest more rapidly than 25% per year over a four-year period, with the first installment vesting one year after the date of grant, subject to acceleration upon the occurrence of specific events. During fiscal 2020, there were 31,000 restricted stock awards issued. There were no grants issued during fiscal 2019. At March 31, 2020, there were 1,000 options outstanding under the 2014 Incentive Plan and 500 were exercisable. All options are exercisable immediately upon a participant's disability, death or change in control, as defined in the 2014 Incentive Plan, if the person is employed on that date. If the person is terminated (voluntary or involuntarily) from the Bank, all unvested shares are forfeited. Pursuant to the plan, the Bank recognized $24 thousand as expense for fiscal year 2020.
Information regarding nonvested shares of restricted stock awards outstanding for the years ended March 31 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
Shares
|
|
Weighted Average
Grant Price
|
|
Shares
|
|
Weighted Average
Grant Price
|
Outstanding, beginning of year
|
1,950
|
|
|
$
|
4.76
|
|
|
3,400
|
|
|
$
|
4.52
|
|
Granted
|
31,000
|
|
|
3.04
|
|
|
—
|
|
|
—
|
|
Vested
|
(850)
|
|
|
4.95
|
|
|
(1,050)
|
|
|
5.06
|
|
Forfeited
|
—
|
|
|
—
|
|
|
400
|
|
|
5.56
|
|
Outstanding, end of year
|
32,100
|
|
|
$
|
3.09
|
|
|
1,950
|
|
|
$
|
4.76
|
|
Unrecognized compensation expense on unvested restricted shares as of March 31, 2020 totaled $67 thousand. This amount will be recognized over the remaining vesting period of 2.5 years (weighted average).
Information regarding stock options as of and for the years ended March 31 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
Outstanding, beginning of year
|
4,733
|
|
|
$
|
7.71
|
|
|
5,133
|
|
|
$
|
8.53
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expired/Forfeited
|
—
|
|
|
—
|
|
|
400
|
|
|
5.56
|
|
Outstanding, end of year
|
4,733
|
|
|
$
|
7.71
|
|
|
4,733
|
|
|
$
|
7.71
|
|
Exercisable, at year end
|
3,633
|
|
|
|
|
3,383
|
|
|
|
Information regarding stock options as of March 31, 2020 is as follows :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
|
|
|
Options Exercisable
|
|
|
Range of
Exercise Prices
|
|
|
Shares
|
|
Weighted
Average
Remaining
Life
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
$
|
3.00
|
|
$
|
5.00
|
|
|
1,000
|
|
|
7.70
|
|
$
|
3.48
|
|
|
500
|
|
|
$
|
3.48
|
|
5.00
|
|
$
|
5.99
|
|
|
3,600
|
|
|
5.23
|
|
5.56
|
|
|
3,000
|
|
|
5.56
|
|
90.00
|
|
$
|
104.85
|
|
|
133
|
|
|
0.36
|
|
97.50
|
|
|
133
|
|
|
97.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,733
|
|
|
|
|
|
|
3,633
|
|
|
|
As of March 31, 2020, unrecognized compensation expense on unvested stock options totaled $2 thousand. This amount will be recognized over the remaining vesting period of 0.80 years (weighted average).
There were no stock options awarded to employees or directors during the year ended March 31, 2020.
At March 31, 2020, all outstanding options had no intrinsic value.
The Company recorded stock compensation expense of $4 thousand in fiscal 2020 and 2019.
NOTE 15.COMMITMENTS AND CONTINGENCIES
Credit Related Commitments. The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and in connection with its overall investment strategy. These instruments involve, to varying degrees, elements of credit, interest rate and liquidity risk. In accordance with GAAP, these instruments are not recorded in the consolidated financial statements. Such instruments primarily include lending obligations, including commitments to originate mortgage and consumer loans and to fund unused lines of credit.
The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments as it does for on-balance-sheet instruments.
The following table reflects the Bank's outstanding lending commitments and contractual obligations as of March 31:
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
2020
|
|
2019
|
Commitments to fund mortgage loans
|
$
|
5,557
|
|
|
$
|
—
|
|
Commitments to fund commercial and consumer loans
|
4,500
|
|
|
1,775
|
|
Lines of credit
|
2,702
|
|
|
2,571
|
|
|
|
|
|
Commitment to fund private equity investment
|
253
|
|
|
640
|
|
|
$
|
13,012
|
|
|
$
|
4,986
|
|
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of these commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the counterparty.
Mortgage Representation & Warranty Liabilities
During the period 2004 through 2009, the Bank originated 1-4 family residential mortgage loans and sold the loans to the Federal National Mortgage Association (“FNMA”). The loans were sold to FNMA with the standard representations and warranties for loans sold to the Government Sponsored Entities (GSE's). The Bank may be required to repurchase these loans in the event of breaches of these representations and warranties. In the event of a repurchase, the Bank is typically required to pay the unpaid principal balance as well as outstanding interest and fees. The Bank then recovers the loan or, if the loan has been foreclosed, the underlying collateral. The Bank is exposed to any losses on repurchased loans after giving effect to any recoveries on the collateral. The Bank has not received a request to repurchase any of these loans since the second quarter of fiscal 2015, and there have not been any additional requests from FNMA for loans to be reviewed.
The 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, 2019 (1)
|
|
$
|
1,982
|
|
Gross new demands received
|
|
—
|
|
Loans repurchased/made whole
|
|
—
|
|
Demands rescinded
|
|
—
|
|
Advances on open claims
|
|
—
|
|
Principal payments received on open claims
|
|
(30)
|
|
Open claims as of March 31, 2020 (1)
|
|
$
|
1,952
|
|
(1)The open claims include all open requests received by the Bank where either FNMA has requested loan files for review, where FNMA has not formally rescinded the repurchase request or where the Bank has not agreed to repurchase the loan. The amounts reflected in this table are the unpaid principal balance and do not incorporate any losses the Bank would incur upon the repurchase of these loans.
The table below summarizes changes in our representation and warranty reserves during fiscal 2020.
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
March 31, 2020
|
Representation and warranty repurchase reserve, March 31, 2019 (1)
|
|
$
|
226
|
|
Net adjustment to reserve for repurchase losses (2)
|
|
—
|
|
|
|
|
Representation and warranty repurchase reserve, March 31, 2020 (1)
|
|
$
|
226
|
|
(1) Reported in consolidated statements of financial condition as a component of other liabilities.
(2) Component of other non-interest expense.
The Bank also has, in the normal course of business, commitments for services and supplies.
Legal Proceedings. From time to time, the Company and the Bank or one of its wholly-owned subsidiaries are parties to various legal proceedings incident to their business. At March 31, 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.
NOTE 16.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 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 March 31, 2020 and 2019, and that are included in the Company's Consolidated Statements of Financial Condition at these dates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at March 31, 2019, 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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
180
|
|
|
$
|
180
|
|
Investment securities
|
|
|
|
|
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
Government National Mortgage Association
|
—
|
|
|
4,382
|
|
|
—
|
|
|
4,382
|
|
Federal Home Loan Mortgage Corporation
|
—
|
|
|
11,025
|
|
|
—
|
|
|
11,025
|
|
Federal National Mortgage Association
|
—
|
|
|
26,608
|
|
|
—
|
|
|
26,608
|
|
|
|
|
|
|
|
|
|
U.S. Government Agency securities
|
—
|
|
|
32,853
|
|
|
—
|
|
|
32,853
|
|
Corporate bonds
|
—
|
|
|
4,977
|
|
|
—
|
|
|
4,977
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities
|
—
|
|
|
79,845
|
|
|
—
|
|
|
79,845
|
|
Total assets
|
$
|
—
|
|
|
$
|
79,845
|
|
|
$
|
180
|
|
|
$
|
80,025
|
|
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 0.03% of the Company's total assets at March 31, 2020 and 2019.
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.
During the fiscal year ended March 31, 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 years ended March 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 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,
March 31, 2020
|
|
Change in Unrealized Gains/(Losses) Related to Instruments Held at March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage Servicing Rights
|
180
|
|
|
(35)
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|
(33)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
Beginning balance, April 1, 2018
|
|
Total Realized/Unrealized Gains/(Losses) Recorded in Income (1)
|
|
Issuances / (Settlements)
|
|
Transfers to/(from) Level 3
|
|
Ending balance,
March 31, 2019
|
|
Change in Unrealized Gains/(Losses) Related to Instruments Held at March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage Servicing Rights
|
181
|
|
|
(1)
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|
(1)
|
|
(1) Includes net servicing cash flows and the passage of time.
For Level 3 assets measured at fair value on a recurring basis as of March 31, 2020 and 2019, the significant unobservable inputs used in the fair value measurements were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
Fair Value at 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
Fair Value at March 31, 2019
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Significant Unobservable Input Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage Servicing Rights
|
|
180
|
|
|
Discounted Cash Flow
|
|
Weighted Average Constant Prepayment Rate (1)
|
|
11.19
|
%
|
|
|
|
|
|
|
Option Adjusted Spread ("OAS") applied to Treasury curve
|
|
1000 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 March 31, 2020 and 2019, and that are included in the Company's Consolidated Statements of Financial Condition at these dates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
Impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,293
|
|
|
$
|
1,293
|
|
Other real estate owned
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120
|
|
|
$
|
120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at March 31, 2019, Using
|
|
|
|
|
|
|
$ in thousands
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total Fair Value
|
|
|
|
|
|
|
|
|
Impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,027
|
|
|
$
|
2,027
|
|
Other real estate owned
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
404
|
|
|
$
|
404
|
|
For Level 3 assets measured at fair value on a non-recurring basis as of March 31, 2020 and 2019, the significant unobservable inputs used in the fair value measurements were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
Fair Value at 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
Fair Value at March 31, 2019
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Significant Unobservable Input Value
|
Impaired loans
|
|
$
|
2,027
|
|
|
Appraisal of collateral
|
|
Appraisal adjustments
|
|
7.5% cost to sell
|
Other real estate owned
|
|
404
|
|
|
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 17.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 March 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
|
|
|
|
|
|
|
|
|
$ 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
|
|
$
|
31,228
|
|
|
$
|
31,228
|
|
|
$
|
31,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available-for-sale
|
|
79,845
|
|
|
79,845
|
|
|
—
|
|
|
79,845
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities held-to-maturity
|
|
11,137
|
|
|
11,107
|
|
|
—
|
|
|
11,107
|
|
|
—
|
|
Loans receivable
|
|
424,182
|
|
|
424,013
|
|
|
—
|
|
|
—
|
|
|
424,013
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest receivable
|
|
2,019
|
|
|
2,019
|
|
|
—
|
|
|
2,019
|
|
|
—
|
|
Mortgage servicing rights
|
|
180
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
180
|
|
Other assets - Interest-bearing deposits
|
|
976
|
|
|
976
|
|
|
—
|
|
|
976
|
|
|
—
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
480,196
|
|
|
$
|
477,503
|
|
|
$
|
277,360
|
|
|
$
|
200,143
|
|
|
$
|
—
|
|
Advances from FHLB of New York
|
|
8,000
|
|
|
8,001
|
|
|
—
|
|
|
8,001
|
|
|
—
|
|
Other borrowed money
|
|
13,403
|
|
|
12,393
|
|
|
—
|
|
|
12,393
|
|
|
—
|
|
Accrued interest payable
|
|
1,931
|
|
|
1,931
|
|
|
—
|
|
|
1,931
|
|
|
—
|
|
NOTE 18.VARIABLE INTEREST ENTITIES
The Company's subsidiary, Carver Statutory Trust I, is not consolidated with Carver Bancorp, Inc. for financial reporting purposes. Carver Statutory Trust I was formed in 2003 for the purpose of issuing $13 million aggregate liquidation amount of floating rate Capital Securities due September 17, 2033 (“Capital Securities”) and $0.4 million of common securities (which are the only voting securities of Carver Statutory Trust I), which are 100% owned by Carver Bancorp, Inc., and using the proceeds to acquire Junior Subordinated Debentures issued by Carver Bancorp, Inc. Carver Bancorp, Inc. has fully and unconditionally guaranteed the Capital Securities along with all obligations of Carver Statutory Trust I under the trust agreement relating to the Capital Securities.
The Bank's subsidiary, Carver Community Development Corporation (“CCDC”), was formed to facilitate its participation in local economic development and other community-based initiatives. Per the NMTC Award's Allocation Agreement between the CDFI Fund and CCDC, CCDC is permitted to form and sub-allocate credits to subsidiary Community Development Entities (“CDEs”) to facilitate investments in separate development projects.
The variable interest entities (“VIEs”) are consolidated, as required, where Carver has controlling financial interest in these entities and is deemed to be the primary beneficiary. Carver is normally deemed to have a controlling financial interest and be the primary beneficiary if it has both of the following characteristics:
(a) the power to direct activities of a VIE that most significantly impact the entities economic performance; and
(b) the obligation to absorb losses of the entity that could benefit from the activities that could potentially be significant to the VIE.
As none of the Bank's VIEs meet the above criteria, there are no consolidated VIEs at March 31, 2020.
The Bank's unconsolidated VIEs, in which the Company holds significant variable interests or has continuing involvement through servicing a majority of assets in a VIE at March 31, 2020 are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involvement with SPE (000's)
|
|
|
|
|
Funded Exposure
|
|
Unfunded Exposure
|
|
Total
|
|
Recognized Gain (Loss) (000's)
|
Total Rights transferred
|
|
Significant unconsolidated VIE assets
|
Total Involvement with SPE asset
|
Debt Investments
|
Equity Investments
|
Funding Commitments
|
Maximum exposure to loss
|
|
Carver Statutory Trust 1(1)
|
$
|
—
|
|
$
|
—
|
|
|
$
|
13,400
|
|
$
|
13,400
|
|
$
|
15,549
|
|
$
|
400
|
|
$
|
—
|
|
$
|
—
|
|
$
|
15,949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDE 18*
|
600
|
|
13,254
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,169
|
|
5,169
|
|
CDE 19
|
500
|
|
10,746
|
|
|
11,060
|
|
11,060
|
|
—
|
|
1
|
|
—
|
|
4,191
|
|
4,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
1,100
|
|
$
|
24,000
|
|
|
$
|
24,460
|
|
$
|
24,460
|
|
$
|
15,549
|
|
$
|
401
|
|
$
|
—
|
|
$
|
9,360
|
|
$
|
25,310
|
|
* Entity exited the NMTC project during fiscal year 2018 and remains on the above table pending final dissolution.
1 Carver Statutory Trust debt investment includes deferred interest of $2.5 million.
In June 2006, CCDC received a NMTC award of $59 million. CCDC received a second NMTC award of $65 million in May 2009, and a third award of $25 million in August 2011. During the period from December 2009 to September 2012, CCDC transferred rights to investors in NMTC projects (entities CDEs 13-21). CCDC has a contingent obligation to reimburse the investors for any losses or shortfalls incurred as a result of the NMTC projects not being in compliance with certain regulations that would void the investors' ability to otherwise utilize tax credits stemming from the award. The NMTC compliance period was completed for all these entities, and CDEs 2-17, 20 and 21 have been dissolved.
CCDC established various special purpose entities (CDEs 22-25) through which its investments in NMTC eligible activities will be conducted. As of March 31, 2020, there have been no activities in these entities.
NOTE 19.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 primarily relates to an advertising services agreement, covering marketing and use of the Bank's office space with a third party. The revenue is recognized on a monthly basis.
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 years ended March 31, 2020 and March 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31,
|
|
|
$ in thousands
|
2020
|
|
2019
|
Non-interest income
|
|
|
|
In-scope of Topic 606
|
|
|
|
Depository fees and charges
|
$
|
3,147
|
|
|
$
|
3,337
|
|
Loan fees and service charges
|
307
|
|
|
303
|
|
Other non-interest income
|
55
|
|
|
61
|
|
Non-interest income (in-scope of Topic 606)
|
3,509
|
|
|
3,701
|
|
Non-interest income (out-of-scope of Topic 606)
|
230
|
|
|
948
|
|
Total non-interest income
|
$
|
3,739
|
|
|
$
|
4,649
|
|
The following table sets forth other non-interest income and expense totals exceeding 1% of the aggregate of total interest income and non-interest income for any of the years presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31,
|
|
|
$ in thousands
|
2020
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-interest expense:
|
|
|
|
Advertising
|
$
|
281
|
|
|
$
|
316
|
|
Legal expense
|
611
|
|
|
413
|
|
Insurance and surety
|
621
|
|
|
660
|
|
Audit expense
|
537
|
|
|
672
|
|
Outsourced service
|
304
|
|
|
558
|
|
Data lines / internet
|
412
|
|
|
441
|
|
|
|
|
|
Retail expenses
|
733
|
|
|
781
|
|
Operating chargeoffs and other losses
|
—
|
|
|
714
|
|
Regulatory assessment
|
209
|
|
|
314
|
|
Director's fees
|
331
|
|
|
313
|
|
Other
|
1,567
|
|
|
2,216
|
|
Total non-interest expense
|
$
|
5,606
|
|
|
$
|
7,398
|
|
NOTE 20.QUARTERLY FINANCIAL DATA (UNAUDITED)
The following tables set forth certain unaudited financial data for our quarterly operations in fiscal 2020 and 2019. The following information has been prepared on the same basis as the annual information presented elsewhere in this report and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information for the quarterly periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands, except per share data
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
|
March 31, 2020
|
Fiscal 2020
|
|
|
|
|
|
|
|
Interest income
|
$
|
5,585
|
|
|
$
|
5,288
|
|
|
$
|
5,492
|
|
|
$
|
5,262
|
|
Interest expense
|
1,413
|
|
|
1,444
|
|
|
1,463
|
|
|
1,311
|
|
Net interest income
|
4,172
|
|
|
3,844
|
|
|
4,029
|
|
|
3,951
|
|
Provision for loan losses
|
1
|
|
|
7
|
|
|
8
|
|
|
3
|
|
Non-interest income
|
941
|
|
|
1,009
|
|
|
965
|
|
|
824
|
|
Non-interest expense
|
6,251
|
|
|
5,896
|
|
|
6,422
|
|
|
6,570
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(1,139)
|
|
|
$
|
(1,050)
|
|
|
$
|
(1,436)
|
|
|
$
|
(1,798)
|
|
Loss per common share
|
|
|
|
|
|
|
|
Basic
|
$
|
(0.31)
|
|
|
$
|
(0.28)
|
|
|
$
|
(0.39)
|
|
|
$
|
(0.49)
|
|
Diluted
|
$
|
(0.31)
|
|
|
$
|
(0.28)
|
|
|
$
|
(0.39)
|
|
|
$
|
(0.49)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands, except per share data
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
March 31, 2019
|
Fiscal 2019
|
|
|
|
|
|
|
|
Interest income
|
$
|
6,123
|
|
|
$
|
5,917
|
|
|
$
|
5,566
|
|
|
$
|
5,624
|
|
Interest expense
|
1,625
|
|
|
1,601
|
|
|
1,470
|
|
|
1,445
|
|
Net interest income
|
4,498
|
|
|
4,316
|
|
|
4,096
|
|
|
4,179
|
|
Provision for (recovery of) loan losses
|
5
|
|
|
49
|
|
|
(332)
|
|
|
8
|
|
Non-interest income
|
1,234
|
|
|
1,056
|
|
|
1,212
|
|
|
1,147
|
|
Non-interest expense
|
6,757
|
|
|
7,340
|
|
|
6,989
|
|
|
6,858
|
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net loss
|
$
|
(1,030)
|
|
|
$
|
(2,017)
|
|
|
$
|
(1,349)
|
|
|
$
|
(1,540)
|
|
Loss per common share
|
|
|
|
|
|
|
|
Basic
|
$
|
(0.28)
|
|
|
$
|
(0.55)
|
|
|
$
|
(0.36)
|
|
|
$
|
(0.42)
|
|
Diluted
|
$
|
(0.28)
|
|
|
$
|
(0.55)
|
|
|
$
|
(0.36)
|
|
|
$
|
(0.42)
|
|
NOTE 21.CARVER BANCORP, INC. - PARENT COMPANY ONLY
CONDENSED STATEMENTS OF FINANCIAL CONDITION
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31,
|
|
|
$ in thousands
|
2020
|
|
2019
|
Assets
|
|
|
|
Cash on deposit with subsidiaries
|
$
|
496
|
|
|
$
|
495
|
|
Investment in subsidiaries
|
65,018
|
|
|
62,340
|
|
Other assets
|
161
|
|
|
121
|
|
Total assets
|
$
|
65,675
|
|
|
$
|
62,956
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
Borrowings
|
13,403
|
|
|
13,403
|
|
Accounts payable to subsidiaries
|
739
|
|
|
563
|
|
Other liabilities
|
2,639
|
|
|
1,854
|
|
Total liabilities
|
$
|
16,781
|
|
|
$
|
15,820
|
|
|
|
|
|
Stockholders’ equity
|
$
|
48,894
|
|
|
$
|
47,136
|
|
Total liabilities and stockholders’ equity
|
$
|
65,675
|
|
|
$
|
62,956
|
|
CONDENSED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
$ in thousands
|
2020
|
|
2019
|
|
|
Income
|
|
|
|
|
|
Equity in net loss from subsidiaries
|
$
|
(4,499)
|
|
|
$
|
(4,968)
|
|
|
|
Other income
|
26
|
|
|
26
|
|
|
|
Total (loss) income
|
(4,473)
|
|
|
(4,942)
|
|
|
|
Expenses
|
|
|
|
|
|
Interest expense on borrowings
|
815
|
|
|
819
|
|
|
|
|
|
|
|
|
|
Shareholder expense
|
32
|
|
|
73
|
|
|
|
Other
|
103
|
|
|
102
|
|
|
|
Total expense
|
950
|
|
|
994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(5,423)
|
|
|
$
|
(5,936)
|
|
|
|
Comprehensive loss
|
$
|
(3,552)
|
|
|
$
|
(4,870)
|
|
|
|
CONDENSED STATEMENTS OF CASH FLOW
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
$ in thousands
|
2020
|
|
2019
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
Net loss
|
$
|
(5,423)
|
|
|
$
|
(5,936)
|
|
|
|
Adjustments to reconcile net loss to net cash from operating activities:
|
|
|
|
|
|
Equity in net loss of subsidiaries
|
4,499
|
|
|
4,968
|
|
|
|
Increase in account receivable from subsidiaries
|
(4)
|
|
|
(30)
|
|
|
|
Increase in other assets
|
(36)
|
|
|
(25)
|
|
|
|
Increase in accounts payable to subsidiaries
|
176
|
|
|
170
|
|
|
|
Increase in other liabilities
|
785
|
|
|
824
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
(3)
|
|
|
(29)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock vesting
|
4
|
|
|
30
|
|
|
|
Net cash provided by financing activities
|
4
|
|
|
30
|
|
|
|
|
|
|
|
|
|
Net increase in cash
|
1
|
|
|
1
|
|
|
|
Cash and cash equivalents – beginning
|
495
|
|
|
494
|
|
|
|
Cash and cash equivalents – ending
|
$
|
496
|
|
|
$
|
495
|
|
|
|
NOTE 22.SUBSEQUENT 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. 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. 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. 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. As of July 31, 2020, the Bank has received 92 applications for payment deferrals on approximately $95.6 million of loans. 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. 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.
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 was 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 anticipates executing a written agreement with the Treasury Department and completing the repurchase on or about August 6, 2020.