Carver Bancorp, Inc.
Annual Report 2017

Plain-text annual report

201 7 ANNUAL REPORT NASDAQ: CARV UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2017 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-13007 CARVER BANCORP, INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) Delaware 13-3904174 75 West 125th Street, New York, New York (Address of Principal Executive Offices) 10027 (Zip Code) Registrant's telephone number, including area code: (718) 230-2900 Securities Registered Pursuant to Section 12(b) of the Act: Common Stock, par value $.01 per share (Title of Class) NASDAQ Capital Market (Name of each Exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer Accelerated Filer Non-accelerated Filer Smaller Reporting Company Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of March 31, 2017 there were 3,696,087 shares of common stock of the Registrant outstanding. The aggregate market value of the Registrant's common stock held by non-affiliates, as of September 30, 2016 (based on the closing sales price of $5.12 per share of the registrant's common stock on September 30, 2016) was approximately $18,923,965. [This page intentionally left blank] CARVER BANCORP, INC. 2017 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PART I BUSINESS RISK FACTORS ITEM 1. ITEM 1A. ITEM 1B. UNRESOLVED STAFF COMMENTS ITEM 2. ITEM 3. ITEM 4. PROPERTIES LEGAL PROCEEDINGS MINE SAFETY DISCLOSURES PART II ITEM 5. ITEM 6. ITEM 7. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES SELECTED FINANCIAL DATA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. ITEM 9. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES ITEM 9A. ITEM 9B. OTHER INFORMATION PART III ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. PART IV DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE PRINCIPAL ACCOUNTANT FEES AND SERVICES ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ITEM 16. FORM 10-K SUMMARY SIGNATURES EXHIBIT INDEX Page 2 2 26 32 32 33 33 33 33 34 37 50 51 102 102 104 105 105 105 105 105 105 105 105 105 108 107 [This page intentionally left blank] EXPLANATORY NOTE REGARDING RESTATEMENT On July 7, 2017, the Finance and Audit Committee of the Board of Directors of Carver Bancorp, Inc., after consultation with BDO USA, LLP, our independent registered public accounting firm, determined that our consolidated financial statements as of and for the fiscal year ended March 31, 2016, and each of the quarters during the 2016 and 2017 fiscal years should no longer be relied upon. Within this report, we have included restated audited results as of and for the year ended March 31, 2016, as well as restated unaudited condensed consolidated financial information for the quarterly periods in 2016 and 2017, which we refer to as the Restatement. Our consolidated financial statements as of and for the year ended March 31, 2016 included in this Annual Report on Form 10-K have been restated from the consolidated financial statements included on our Annual Report on Form 10- K for the year ended March 31, 2016. As previously disclosed, management, including the Company's Chief Financial Officer, has identified material weaknesses in the Company's internal controls over financial reporting and has been engaged in a focused review of its financial reporting and reconciliation practices and remediation of related control weaknesses. The Chief Financial Officer joined the Company in March 2016. The Restatement corrects a material error related to approximately $1.7 million of reconciling items that were identified as uncollectable and written off, primarily during the fourth quarter of fiscal year 2017, as part of the ongoing review of reconciliations and internal controls. Management's evaluation of the items written off concluded that approximately $1.0 million of these writeoffs should have been accounted for in prior periods: $666 thousand of the amount written off should have been accounted for in fiscal year 2016 and the $361 thousand remainder should have been accounted for in years prior to fiscal year 2016. The $666 thousand of writeoffs attributable to fiscal year 2016 have been reflected in the Consolidated Statement of Operations for fiscal year 2016. The $361 thousand of writeoffs attributable to periods prior to fiscal year 2016 have been presented in the consolidated financial statements as an adjustment to the opening balance of Accumulated Deficit as of March 31, 2015. The Company also identified and corrected material errors related to the accounting for loans on the Company's servicing platforms. The accounting adjustments are related to system maintenance items and payment applications that were not timely processed by the Bank on to its core provider system. Management's evaluation of these items concluded that approximately $1.2 million should have been accounted for in prior periods: $865 thousand should have been accounted for in fiscal year 2016 and the $285 thousand remainder should have been accounted for in years prior to fiscal year 2016. The $865 thousand of adjustments attributable to fiscal year 2016 have been reflected in the Consolidated Statement of Operations for fiscal year 2016. The $285 thousand of adjustments attributable to periods prior to fiscal year 2016 have been presented in the consolidated financial statements as an adjustment to the opening balance of Accumulated Deficit as of March 31, 2015. In addition to the errors described above, adjustments have been made related to other individually immaterial errors including certain corrections that had been previously identified but not recorded because they were not material to our consolidated financial statements. These corrections included adjustments to other liabilities, interest expense and certain reclassification entries. In the aggregate, these corrections increased fiscal year 2016 net loss by $66 thousand and increased the March 31, 2015 balance of Accumulated Deficit by $92 thousand. All applicable amounts relating to this Restatement have been reflected in the consolidated financial statements and disclosed in the notes to the consolidated financial statements in this 2017 Form 10-K. For discussion of the restatement adjustments, see Item 8. Financial Statements and Supplementary Data, Note 1. Organization and Note 19 – Quarterly Financial Data (Unaudited). Additionally, see Item 1A. Risk Factors, Item 6. Selected Financial Data and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. As a result of the errors noted above, Carver Bancorp is reporting that it had material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. For a discussion of Carver Bancorp’s controls and procedures, the material weaknesses identified and our actions to remediate such weaknesses, see Item 1A. Risk Factors and Item 9A. Controls and Procedures. We believe that presenting all of this information regarding the Restated Periods in this Annual Report allows investors to review all pertinent data in a single presentation. We have not filed amendments to (i) our Quarterly Reports on Form 10-Q for the first three quarterly periods in the year ended March 31, 2016 or (ii) our Annual Reports on Form 10-K for the year ended March 31, 2016 (collectively, the “Affected Reports”). Accordingly, investors should rely only on the financial information and other disclosures regarding the Restated Periods in this Annual Report on Form 10-K, and not on the Affected Reports or any reports, earnings releases or similar communications relating to those periods. FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 which may be identified by the use of such words as “may,” “believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” “predict,” “continue,” and “potential” or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to Carver Bancorp, Inc.'s (the "Company" or "Carver") financial condition, results of operations and business that are subject to various factors that could cause actual results to differ materially from these estimates. These factors include but are not limited to the following: • The effect of the Restatement of our previously issued financial statements for the year ended March 31, 2016 and each of the quarterly periods of 2016 and 2017, as described in Notes 1 and 19 to the restated financial statements, and any claims, investigations, or proceedings arising as a result; • Our ability to remediate the material weaknesses in our internal controls over financial reporting described in Item 9A of this Annual Report and our ability to maintain effective internal controls and procedures in the future; • The ability of Carver Federal Savings Bank to comply with the Formal Agreement between the Bank and the Office of the Comptroller of the Currency, and the effect of the restrictions and requirements of the Formal Agreement on the Bank's non-interest expenses and net income; • • • • • • • • • • • the ability of the Company to obtain approval from the Federal Reserve Bank of Philadelphia (the "Federal Reserve Bank") to distribute all future interest payments owed to the holders of the Company's subordinated debt securities; the limitations imposed on the Company by board resolutions which require, among other things, written approval of the Federal Reserve Bank prior to the declaration or payment of dividends, any increase in debt by the Company, or the redemption of Company common stock, and the effect on operations resulting from such limitations; the results of examinations by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses, write down assets, change our regulatory capital position, limit our ability to borrow funds or maintain or increase deposits, or prohibit us from paying dividends, which could adversely affect our dividends and earnings; restrictions set forth in the terms of the Series D preferred stock and in the exchange agreement with the United States Department of the Treasury (the "Treasury") that may limit our ability to raise additional capital; national and/or local changes in economic conditions, which could occur from numerous causes, including political changes, domestic and international policy changes, unrest, war and weather, or conditions in the real estate, securities markets or the banking industry, which could affect liquidity in the capital markets, the volume of loan originations, deposit flows, real estate values, the levels of non-interest income and the amount of loan losses; adverse changes in the financial industry and the securities, credit, national and local real estate markets (including real estate value); changes in our existing loan portfolio composition (including reduction in commercial real estate loan concentration) and credit quality or changes in loan loss requirements; changes in the level of trends of delinquencies and write-offs and in our allowance and provision for loan losses; legislative or regulatory changes that may adversely affect the Company’s business, including but not limited to the impact of the Dodd-Frank Wall Street Reform, the JOBS Act, the Consumer Protection Act and new capital regulations, which could result in, among other things, increased deposit insurance premiums and assessments, capital requirements, regulatory fees and compliance costs, and the resources we have available to address such changes; changes in the level of government support of housing finance; our ability to control costs and expenses; • • • • • • • • • • risks related to a high concentration of loans to borrowers secured by property located in our market area; changes in interest rates, which may reduce net interest margin and net interest income; increases in competitive pressure among financial institutions or non-financial institutions; changes in consumer spending, borrowing and savings habits; technological changes that may be more difficult to implement or more costly than anticipated; changes in deposit flows, loan demand, real estate values, borrowing facilities, capital markets and investment opportunities, which may adversely affect our business; changes in accounting standards, policies and practices, as may be adopted or established by the regulatory agencies or the Financial Accounting Standards Board, could negatively impact the Company’s financial results; litigation or regulatory actions, whether currently existing or commencing in the future, which may restrict our operations or strategic business plan; the ability to originate and purchase loans with attractive terms and acceptable credit quality; and the ability to attract and retain key members of management, and to address staffing needs in response to product demand or to implement business initiatives. Because forward-looking statements are subject to numerous assumptions, risks and uncertainties, actual results or future events could differ possibly materially from those that the company anticipated in its forward-looking statements. The forward- looking statements contained in this Annual Report on Form 10-K are made as of the date of this Annual Report on Form 10-K, and the Company assumes no obligation to, and expressly disclaims any obligation to, update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as legally required. For a discussion of additional factors that could adversely affect the Company's future performance, see “Item 1A - Risk Factors” and “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.” 1 ITEM 1. BUSINESS. OVERVIEW PART I Carver Bancorp, Inc., a Delaware corporation (the “Company”), is the holding company for Carver Federal Savings Bank (“Carver Federal” or the “Bank”), a federally chartered savings bank. The Company is headquartered in New York, New York. The Company conducts business as a unitary savings and loan holding company, and the principal business of the Company consists of the operation of its wholly-owned subsidiary, Carver Federal. Carver Federal was founded in 1948 to serve African- American communities whose residents, businesses and institutions had limited access to mainstream financial services. The Bank remains headquartered in Harlem, and predominantly all of its nine branches and four stand-alone 24/7 ATM centers are located in low- to moderate-income neighborhoods. Many of these historically underserved communities have experienced unprecedented growth and diversification of incomes, ethnicity and economic opportunity, after decades of public and private investment. Carver Federal is among the largest African-American operated banks in the United States. The Bank remains dedicated to expanding wealth enhancing opportunities in the communities it serves by increasing access to capital and other financial services for consumers, businesses and non-profit organizations, including faith-based institutions. A measure of its progress in achieving this goal includes the Bank's fourth consecutive "Outstanding" rating, issued by the Office of the Comptroller of the Currency (the "OCC") following its most recent Community Reinvestment Act (“CRA”) examination in January 2016. The OCC found that approximately 75% of originated and purchased loans were within Carver Federal assessment area, and the Bank has demonstrated excellent responsiveness to its assessment area's needs through its community development lending, investing and service activities. The Bank had approximately $687.9 million in assets and 129 employees as of March 31, 2017. Carver Federal engages in a wide range of consumer and commercial banking services. The Bank provides deposit products, including demand, savings and time deposits for consumers, businesses, and governmental and quasi-governmental agencies in its local market area within New York City. In addition to deposit products, Carver Federal offers a number of other consumer and commercial banking products and services, including debit cards, online banking, online bill pay and telephone banking. Carver Federal also offers a suite of products and services for unbanked and underbanked consumers, branded as Carver Community Cash. This includes check cashing, wire transfers, bill payment, reloadable prepaid cards and money orders. Carver Federal offers loan products covering a variety of asset classes, including commercial and multifamily mortgages, construction loans and business loans. The Bank finances mortgage and loan products through deposits or borrowings. Funds not used to originate mortgages and loans are invested primarily in U.S. government agency securities and mortgage-backed securities. The Bank's primary market area for deposits consists of the areas served by its nine branches in the Brooklyn, Manhattan and Queens boroughs of New York City. The neighborhoods in which the Bank's branches are located have historically been low- to moderate-income areas. The Bank's primary lending market includes Kings, New York, Bronx and Queens Counties in New York City, and lower Westchester County, New York. Although the Bank's branches are primarily located in areas that were historically underserved by other financial institutions, the Bank faces significant competition for deposits and mortgage lending in its market areas. Management believes that this competition has become more intense as a result of increased examination emphasis by federal banking regulators on financial institutions' fulfillment of their responsibilities under the CRA and more recently due to the decline in demand for loans. Carver Federal's market area has a high density of financial institutions, many of which have greater financial resources, name recognition and market presence, and all of which are competitors to varying degrees. The Bank's competition for loans comes principally from commercial banks, savings institutions and mortgage banking companies. The Bank's most direct competition for deposits comes from commercial banks, savings institutions and credit unions. Competition for deposits also comes from money market mutual funds, corporate and government securities funds, and financial intermediaries such as brokerage firms and insurance companies. Many of the Bank's competitors have substantially greater resources and offer a wider array of financial services and products. This, combined with competitors' larger presence in the New York market, add to the challenges the Bank faces in expanding its current market share and growing its near-term profitability. Carver Federal's more than 65 year history in its market area, its community involvement and relationships, targeted products and services and personal service consistent with community banking, help the Bank compete with competitors that have entered its market. 2 The Bank formalized its many community focused investments on August 18, 2005, by forming Carver Community Development Corporation ("CCDC"). CCDC oversees the Bank's participation in local economic development and other community-based initiatives, including financial literacy activities. CCDC coordinates the Bank's development of an innovative approach to reach the unbanked customer market in Carver Federal's communities. Importantly, CCDC spearheads the Bank's applications for grants and other resources to help fund these important community activities. In this connection, Carver Federal has successfully competed with large regional and global financial institutions in a number of competitions for government grants and other awards. In June 2006, CCDC was selected by the U.S. Department of Treasury, in a highly competitive process, to receive an award of $59 million in New Markets Tax Credits ("NMTC"). CCDC won a second NMTC award of $65 million in May 2009, and a third award of $25 million in August 2011. The NMTC award is used to stimulate economic development in low- to moderate-income communities. The NMTC awards enable the Bank to invest with community and development partners in economic development projects with attractive terms including, in some cases, below market interest rates, which may have the effect of attracting capital to underserved communities and facilitating revitalization of the community, pursuant to the goals of the NMTC program. NMTC awards provide a credit to Carver Federal against Federal income taxes when the Bank makes qualified investments. The credits are allocated over seven years from the time of the qualified investment. Alternatively, the Bank can utilize the award in projects where another investor entity provides funding and receives the tax benefits of the award in exchange for the Bank receiving fee income. As of March 31, 2017, all three award allocations have been fully utilized in qualifying projects. See "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" and footnotes to the financial statements for additional details on the NMTC activities. GENERAL Carver Bancorp, Inc. The Company is the holding company for Carver Federal and its other active direct subsidiary, Carver Statutory Trust I (the “Trust”), a Delaware trust. The principal business of the Company consists of the operation of its wholly-owned subsidiary, the Bank. The Company's executive offices are located at the home office of the Bank at 75 West 125th Street, New York, New York 10027. The Company's telephone number is (718) 230-2900. Carver Federal Savings Bank Carver Federal was chartered in 1948 and began operations in 1949 as Carver Federal Savings and Loan Association, a federally chartered mutual savings and loan association, at which time it obtained federal deposit insurance and became a member of the Federal Home Loan Bank of New York (the “FHLB-NY”). Carver Federal was founded as an African- and Caribbean- American operated institution to provide residents of underserved communities the ability to invest their savings and obtain credit. Carver Federal Savings and Loan Association converted to a federal savings bank in 1986 and changed its name at that time to Carver Federal Savings Bank. On March 8, 1995, Carver Federal formed CFSB Realty Corp. as a wholly-owned subsidiary to hold real estate acquired through foreclosure pending eventual disposition. At March 31, 2017, this subsidiary had $6.3 million in total assets. During the fourth quarter of the fiscal year ended March 31, 2003, Carver Federal formed Carver Asset Corporation (“CAC”), a wholly- owned subsidiary which qualifies as a real estate investment trust (“REIT”) pursuant to the Internal Revenue Code of 1986, as amended. This subsidiary may, among other things, be utilized by Carver Federal to raise capital in the future. As of March 31, 2017, CAC owned mortgage loans carried at approximately $17.9 million and total assets of $130.2 million. On August 18, 2005, Carver Federal formed CCDC, a wholly-owned community development entity, to facilitate and develop innovative approaches to financial literacy, address the needs of the unbanked and participate in local economic development and other community-based activities. As part of its operations, CCDC monitors the portfolio of investments related to NMTC awards and makes application for additional awards. Carver Statutory Trust I Carver Statutory Trust (the "Trust") was formed in 2003 for the purpose of issuing $13.0 million aggregate liquidation amount of floating rate Capital Securities due September 17, 2033 (“Capital Securities”) and $0.4 million of common securities, which are wholly owned by Carver Bancorp, Inc. and the sole voting securities of the Trust. The Company has fully and unconditionally guaranteed the Capital Securities along with all obligations of the Trust under the trust agreement relating to the Capital Securities. The Trust is not consolidated with the Company for financial reporting purposes in accordance with the Financial Accounting Standards Board's Accounting Standards Codification (“ASC”) regarding the consolidation of variable interest entities (formerly FIN 46(R)). Debenture interest payments on the Carver Statutory Trust I capital securities have been deferred, which 3 is permissible under the terms of the Indenture for up to twenty consecutive quarterly periods, as the Company is prohibited from making payments without prior approval from the Federal Reserve Bank. During the second quarter of fiscal year 2017, the Company applied for and was granted regulatory approval to settle all outstanding debenture interest payments through September 2016. Such payments were made in September 2016. Payments subsequent to the September 2016 payment have once again been deferred. The Company 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 the Company, and the Board of Governors of the Federal Reserve (the "FRB") regulates dividends paid by the Company. As the subsidiary of a savings and loan association holding company, Carver Federal must file a notice or an application (depending on the proposed dividend amount) with the OCC (and a notice with the FRB) prior to the declaration of each capital distribution. The OCC will disallow any proposed dividend, for among other reasons, that would result in Carver Federal’s failure to meet the OCC minimum capital requirements. In accordance with the Agreement, Carver Federal is currently prohibited from paying any dividends without prior OCC approval, and, as such, has suspended its regular quarterly cash dividend to the Company. There are no assurances that dividend payments to the Company will resume. Personnel At fiscal year end 2017, the Company had 129 employees. None of the Company's employees are a member of a collective bargaining agreement. Available Information The Company makes available on or through its internet website, http://www.carverbank.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. Such reports are available free of charge and as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (“SEC”). The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street N.E. Washington D.C. 20549. Information may be obtained on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Company, at http://www.sec.gov. In addition, certain other basic corporate documents, including the Company's Corporate Governance Principles, Code of Ethics, Code of Ethics for Senior Financial Officers, the charters of the Company's Finance and Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee and the date of the Company's annual meeting are posted on the Company's website. Printed copies of these documents are also available free of charge to any stockholder who requests them. Stockholders seeking additional information should contact the Corporate Secretary's office by mail at 75 West 125th Street, New York, New York 10027 or by e-mail at corporatesecretary@carverbank.com. Information provided on the Company's website is not part of this annual report. Lending Activities General. Carver Federal's loan portfolio consists primarily of mortgage loans originated by the Bank's lending teams and secured by commercial real estate including multifamily property and construction loans. Substantially all of the Bank's mortgage loans are secured by properties located within the Bank's market area. From time to time, the Bank may purchase loans that comply with the Bank's underwriting standards from other financial institutions or in contiguous market geographies to achieve loan growth objectives. In recent years, Carver Federal has focused on the origination of commercial real estate loans, primarily multifamily and mixed-use commercial loans. These loans generally have higher yields and shorter maturities than one-to-four family residential properties, and include prepayment penalties that the Bank collects if the loans pay in full prior to the contractual maturity. The Bank's increased emphasis on portfolio management and monitoring of the commercial real estate and multifamily residential mortgage loans was required given the increase of the overall level of credit risk inherent in this market segment. Due to the overall improvement in the loan portfolio, the Bank has been able to recover provision for loan losses in years 2013 to 2015. However, the greater risk associated with commercial real estate, particularly multifamily residential loans, as well as the growth in this type of loan, had required the Bank to increase its provisions for loan losses in fiscal 2016. The Bank could be required to maintain an allowance for loan losses as a percentage of total loans in excess of the allowance currently maintained. Carver 4 Federal continually reviews the composition of its mortgage loan portfolio and underwriting standards to manage the risk in the portfolio. Per the requirements of the Formal Agreement, the Bank has reduced and continues to reduce its commercial real estate loan concentration relative to the total loan portfolio. The decline in the loan portfolio in fiscal 2017, coupled with further improvement in asset quality, allowed the Bank to recover provision for loan losses in fiscal 2017. The Bank will focus on originations of business loans as part of its overall strategic plan. Loan Portfolio Composition. Total loans receivable decreased $42.6 million, or 7.3%, to $541.4 million at March 31, 2017, compared to $584.0 million at March 31, 2016. Carver Federal's total loans receivable as a percentage of total assets decreased to 78.7% at March 31, 2017, compared to 79.0% at March 31, 2016. The following is a summary of loans receivable, net of allowance for loan losses as of: $ in thousands Gross loans receivable: One-to-four family (a) Multifamily (a) Commercial real estate (a) Construction Business (a) Consumer and other (1) Total loans receivable March 31, 2017 % Amount March 31, 2016 Restated (a) % Amount March 31, 2015 % Amount March 31, 2014 % Amount March 31, 2013 % Amount $132,679 87,824 241,794 4,983 65,151 8,994 $541,425 24.5% $141,229 94,210 16.2 272,427 44.7 5,033 0.9 71,038 12.0 42 1.7 100.0% $583,979 24.2% $125,549 93,692 16.1 186,504 46.7 0.9 5,107 70,765 12.2 434 — 100.0% $482,051 26.0% $111,220 47,399 19.4 198,808 38.7 5,100 1.1 27,149 14.7 138 0.1 100.0% 389,814 28.5% $ 73,625 56,427 12.2 203,813 51.0 1,228 1.3 35,795 7.0 247 — 100.0% 371,135 19.8% 15.2 54.9 0.3 9.6 0.1 100.0% Unamortized premiums, deferred costs and fees, net (a) 4,127 4,649 1,711 142 (1,013) Allowance for loan losses Total loans receivable, net (a) (1) Includes personal loans (a) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. (4,428) $479,334 (7,233) $382,723 (5,232) $583,396 (5,060) $540,492 (10,989) $359,133 Refer to Notes 1 and 19 for further detail. One-to-four Family Residential Lending. Carver Federal purchases first mortgage loans secured by one-to-four family properties that serve as the primary residence of the owner. In fiscal 2017, the Bank purchased $13.9 million of one-to-four family loans compared to $36.8 million purchased in fiscal 2016. Approximately 20.2% of the one-to-four family residential mortgage loans maturing in greater than one year at March 31, 2017 were adjustable rate and approximately 79.8% were fixed-rate. One- to-four family residential real estate loans decreased $8.6 million, or 6.1%, to $132.7 million at March 31, 2017, compared to $141.2 million at March 31, 2016. Carver Federal's fixed-rate, one-to-four family residential mortgage loans are underwritten in accordance with applicable secondary market underwriting guidelines and requirements for sale. From time to time, the Bank has sold such loans to Fannie Mae, the State of New York Mortgage Agency (“SONYMA”) and other third parties. Loans are generally sold with limited recourse on a servicing retained basis except to SONYMA where the sale is made with servicing released. Carver Federal uses a servicing firm to sub-service mortgage loans, whether held in portfolio or sold with servicing retained. At March 31, 2017, the Bank, through its sub-servicer, serviced $23.6 million in loans for FNMA and $2.2 million for other third parties. The Bank has recorded $192 thousand in related mortgage servicing rights. The retention of adjustable-rate loans in Carver Federal's portfolio helps reduce Carver Federal's exposure to increases in prevailing market interest rates. However, there are credit risks resulting from potential increases in costs to borrowers in the event of upward repricing of adjustable-rate loans. It is possible that during periods of rising interest rates, the risk of default on adjustable-rate loans may increase due to increases in interest costs to borrowers. Although adjustable-rate loans allow the Bank to increase the sensitivity of its interest-earning assets to changes in interest rates, the extent of this interest rate sensitivity is limited by periodic and lifetime interest rate adjustment limitations. Accordingly, there can be no assurance that yields on the Bank's adjustable-rate loans will fully adjust to compensate for increases in the Bank's cost of funds. Adjustable-rate loans increase the Bank's exposure to decreases in prevailing market interest rates, although decreases in the Bank's cost of funds would tend to offset this effect. 5 The Bank previously originated or purchased a limited amount of subprime loans (which are defined by the Bank as those loans where the borrowers have FICO scores of 660 or less at origination). At March 31, 2017, the Bank had $6.2 million in subprime loans, or 1.1% of its total loan portfolio, of which $768 thousand are non-performing loans. Multifamily Real Estate Lending. Traditionally, Carver Federal originates and purchases multifamily loans. Multifamily property lending entails additional risks compared to one-to-four family residential lending. For example, such loans are dependent on the successful operation of such buildings and can be significantly impacted by supply and demand conditions in the market for multifamily residential units. Carver Federal's multifamily real estate loan portfolio decreased $6.4 million, or 6.8%, to $87.8 million in fiscal 2017, or 16.2% of Carver Federal's total loan portfolio at March 31, 2017. In making multifamily real estate loans, 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. Carver Federal's multifamily real estate product guidelines generally require that the maximum loan-to-value ("LTV") at origination not exceed 75% based on the appraised value of the mortgaged property on all such loans. The Bank generally requires a debt service coverage ratio at origination of at least 1.20 on multifamily real estate loans, which requires the properties to generate cash flow after expenses and allowances in excess of the principal and interest payment. Carver Federal originates and purchases multifamily real estate loans, which are predominantly adjustable rate loans that generally amortize on the basis of a 15-, 20-, or 25- year period and require a balloon payment after the first five years, or the borrower may have an option to extend the loan for additional periods. The Bank occasionally originates fixed rate loans with greater than five year terms. Personal guarantees may be obtained for additional security from these borrowers. To help ensure continued collateral protection and asset quality for the term of multifamily real estate loans, Carver Federal employs a risk rating system for its loans. All commercial loans, including multifamily real estate loans, are risk rated internally at the time of origination. Management continually monitors all commercial loans in order to update risk ratings when necessary (see "Asset Classification and Allowance for Loan and Lease Losses" for additional information on asset classification and risk ratings). In addition, to assist the Bank in evaluating changes in the credit profile of the borrower and the underlying collateral, an independent consulting firm reviews and prepares a written report for a sample of our commercial loan relationships. On a quarterly basis: i) all new/renewed loans greater than $500,000, ii) a sampling of loans $100,000 to $999,999, and iii) all criticized and classified loans, are reviewed. In addition, on an annual basis, all loans greater than $500,000 and a sampling of loans $100,000 to $499,999 are reviewed. Summary reports documenting the loan reviews are then reviewed by management for changes in the credit profile of individual borrowers and the portfolio as a whole. Commercial Real Estate Lending. Commercial real estate 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 commercial real estate ("CRE"). Although Carver has experienced favorable loss history associated with commercial real estate loans, these loans may entail additional risks compared with one-to-four family residential and multifamily lending. For example, such loans typically involve larger loan balances to single borrowers or groups of related borrowers and the payment experience on such loans typically is dependent on the successful operation of the commercial property. 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. Carver Federal's maximum LTV ratio on commercial real estate mortgage loans at origination is generally 75% based on the latest appraised value of the mortgaged property. The Bank generally requires a debt service coverage ratio at origination of at least 1.20 on commercial real estate loans. 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. At March 31, 2017, commercial real estate mortgage loans totaled $241.8 million, or 44.7% of the total loan portfolio. This balance reflects a year-over-year decrease of $30.6 million, or 11.2%. The Bank offers 5-year terms for our commercial mortgages. At times, we can offer greater than 5 years for terms of up to 15 years and amortization schedules up to 30 years; however, the interest rate always resets every 5 years. Interest rates currently offered by the Bank are adjusted at the beginning of each adjustment period and generally are based upon a fixed spread above the FHLB-NY corresponding regular advance rate. 6 Historically, Carver Federal has been a New York City metropolitan area leader in the origination of loans to churches. At March 31, 2017, loans to churches totaled $15.3 million, or 2.8% of the Bank's gross loan portfolio. These loans generally have five-, seven-, or ten-year terms with 15-, 20- or 25-year amortization periods, a balloon payment due at the end of the term and generally have no greater than a 70% LTV ratio at origination. The Bank has also provided construction financing for churches and generally provides permanent financing upon completion of construction. There are currently 13 church loans in the Bank's loan portfolio. Loans secured by real estate owned by faith-based organizations generally are larger and involve greater risks than one- to-four family residential mortgage loans. Because payments on loans secured by such properties are often dependent on voluntary contributions by members of the church's congregation, repayment of such loans may be subject to a greater extent to adverse conditions in the economy. The Bank seeks to minimize these risks in a variety of ways, including reviewing the organization's financial condition, limiting the size of such loans and establishing the quality of the collateral securing such loans. The Bank determines the appropriate amount and type of security for such loans based in part upon the governance structure of the particular organization, the length of time the church has been established in the community and a cash flow analysis to determine the church's ability to service the proposed loan. Carver Federal will obtain a first mortgage on the underlying real property and often requires personal guarantees of key members of the congregation and/or key person life insurance on the pastor. The Bank may also require the church to obtain key person life insurance on specific members of the church's leadership. While asset quality in the church loan category historically has been one of the strongest asset classes, recent economic conditions have produced higher delinquencies in this portfolio. While management believes that Carver Federal will remain a leading lender to churches in its market area, Carver Federal will continue to conduct disciplined underwriting and maintain focused portfolio management. Construction Lending. The Bank has historically originated or participated in construction loans for new construction and renovation of multifamily buildings, residential developments, community service facilities, churches, and affordable housing programs. The Bank's construction loans generally have adjustable interest rates and are underwritten in accordance with the same standards as the Bank's mortgage loans on existing properties. The loans provide for disbursement in stages as construction is completed. Participation in construction loans may be at various stages of funding. Construction terms are usually from 12 to 24 months. The construction loan interest is capitalized as part of the overall project cost and is funded monthly from the loan proceeds. Borrowers must satisfy all credit requirements that apply to the Bank's permanent mortgage loan financing for the mortgaged property. Carver Federal has additional criteria for construction loans including an engineer's plan and periodic cost reviews on all construction budgets for loans in excess of $250,000. At March 31, 2017, the Bank had $5.0 million in construction loans outstanding, comprising 0.9% of the Bank's gross loan portfolio. The Bank is not actively engaged in the origination of construction loans and does not pursue the purchase of them. Business Loans. Carver Federal's small business (Commercial and Industrial, or "C&I") lending portfolio decreased $5.9 million to $65.2 million, comprising 12.0% of the Bank's gross loan portfolio in fiscal 2017. In a strategic attempt to diversify the Bank's loan portfolio, Carver Federal has demonstrated a renewed emphasis on C&I lending, placing particular focus on organic loan growth through financing of local entrepreneurs. Carver Federal provides revolving credit, working capital and term loan facilities to small businesses with annual sales of approximately $1 million to $25 million in educational, personal services, and light industrial and wholesale segments. Loans targeting strong non-profits and medical professionals were key opportunities for the Bank in fiscal year 2017. Business loans are typically personally guaranteed by the owners and may also be secured by additional collateral, including real estate, equipment and inventory. Consumer and Other Loans. At March 31, 2017, the Bank had $9.0 million in consumer and other loans, or 1.7%, of the Bank's gross loan portfolio, primarily comprised of $9 million of guaranteed graduate medical student loans purchased in fiscal 2017. The student loans are indemnified by a bond surety company which is contractually obligated to ensure 100% of the past due principal and interest payments on all loans from the 181st day the claim is received. Consumer loans are not typically secured by collateral and therefore involve more risk than first mortgage loans. Collection of a delinquent loan is dependent on the borrower's continuing financial stability and is more likely to be adversely affected by changes in employment, marital status, health and other personal financial factors. Further, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered. These loans may also give rise to claims and defenses by a borrower against Carver Federal, including claims and defenses that the borrower has against the seller of the underlying collateral. In underwriting unsecured consumer loans other than secured credit cards, Carver Federal considers the borrower's credit history, an analysis of the borrower's income, expenses and ability to repay the loan and the value of the collateral. The underwriting for secured credit cards only takes into consideration the value of the underlying collateral. See “Asset Quality-Non-performing Assets.” 7 Loan Processing. Carver Federal's loan originations are derived from a number of sources, including referrals by realtors, builders, depositors, borrowers and mortgage brokers, as well as walk-in and telephone customers. Loans are originated by the Bank's personnel who receive a base salary, commissions and other incentive compensation. Real estate, business and unsecured loan applications are forwarded to the Bank's Lending Department for underwriting pursuant to standards established in Carver Federal's loan policy. The underwriting and loan processing for residential one-to-four family loans are performed by an outsourced third party loan originator using lending standards established by the Bank. A commercial real estate loan application is completed for all multifamily and non-residential properties that the Bank finances. Prior to loan approval, the property is inspected by a loan officer. As part of the loan approval process, consideration is given to an independent appraisal, location, accessibility, stability of the neighborhood, environmental assessment, personal credit history and the financial capacity of the applicant(s). Business loan applications are completed for all business loans. Most business loans are secured by real estate, personal guarantees, and/or guarantees by the United States Small Business Administration (“SBA”) or Uniform Commercial Code (“UCC”) filings. The loan approval process considers the credit history of the applicant, collateral, cash flow and purpose and stability of the business. Upon receipt of a completed loan application from a prospective borrower, a credit report and other verifications are ordered to confirm specific information relating to the loan applicant's income and credit standing. It is the Bank's policy to obtain an appraisal of the real estate intended to secure a proposed mortgage loan from an independent appraiser approved by the Bank. It is Carver Federal's policy to record a lien on the real estate securing the loan and to obtain a title insurance policy that insures that the property is free of prior encumbrances. Borrowers must also obtain hazard insurance policies prior to closing and, when the property is in a flood plain as designated by the Department of Housing and Urban Development, obtain flood insurance. Most borrowers are also required to advance funds on a monthly basis, together with each payment of principal and interest, to a mortgage escrow account from which the Bank makes disbursements for items such as real estate taxes and hazard insurance. Written confirmation of the guarantee for SBA loans and evidence of the UCC filing is also required. Loan Approval. Except for real estate and business loans in excess of $6.0 million, mortgage and business loan approval authority has been delegated by the Bank's Board of Directors to the Board's Asset Liability and Interest Rate Risk Committee. The Asset Liability and Interest Rate Risk Committee has delegated to the Bank's Management Loan Committee, which consists of certain members of executive management, loan approval authority up to and including $1.0 million for real estate and business loans. Real estate and business loans above $6.0 million must be approved by the full Board. Purchased loans are subject to the same approval process as originated loans. One-to-four family mortgage loans that conform to FNMA, Federal Housing Administration and Federal Home Loan Mortgage Corporation ("FHLMC") standards and limits may be approved by the outsourced third party loan originator. Loans-to-One-Borrower. Under the loans-to-one-borrower limits of the OCC, with certain limited exceptions, loans and extensions of credit to a single or related group of borrowers outstanding at one time generally may not exceed 15% of the unimpaired capital and surplus of a savings bank. See “Regulation and Supervision-Federal Banking Regulation-Loans-to-One- Borrower Limitations.” At March 31, 2017, the maximum loans-to-one-borrower under this test was $10.2 million and the Bank had no relationships that exceeded this limit. Loan Originations and Purchases. Loan originations were $36.9 million in fiscal 2017 compared to $100.1 million in fiscal 2016. The Bank purchased $22.5 million in loans during fiscal year 2017 compared to $102.7 million during fiscal year 2016. The following table sets forth certain information with respect to Carver Federal's loan originations and advances, purchases and sales for the fiscal years ended March 31: 8 2017 2016 2015 Amount Percent Amount Percent Amount Percent $ in thousands Loans Originated: One-to-four family Multifamily Commercial real estate Construction Business Consumer and others (1) $ — — 25,153 — 11,268 498 36,919 22,484 59,403 (12,049) 47,354 —% $ —% 42.3% —% 19.0% 0.8% 62.2% 37.8% 100% 26 1,985 79,727 — 18,270 50 100,058 102,706 202,764 (18,350) 184,414 —% $ 1.0% 39.3% —% 9.0% —% 49.3% 50.7% 100% 141 3,433 52,305 — 10,091 — 65,970 85,873 151,843 — 151,843 0.1% 2.3% 34.4% —% 6.6% —% 43.4% 56.6% 100% Total loans originated Loans purchased (2) Total loans originated and purchased Loans sold (3) Net additions to loan portfolio (1) Comprised of personal loans. (2) Comprised of one-to-four family residential and student loans with a net book value of $22.5 million purchased from a third party in 2017, one-to-four family residential, commercial real estate, multifamily mortgage loans and business loans with a net book value of $102.7 million purchased in 2016, and one-to-four family residential, commercial real estate, multifamily mortgage loans and business loans with a net book value of $85.7 million purchased and $129 thousand repurchased from FNMA in 2015. $ $ $ (3) Comprised of primarily commercial and business loans in 2017 and one-to-four family loans and commercial loans in 2016. Loans purchased by the Bank entail certain risks not necessarily associated with loans the Bank originates. The Bank's purchased loans are generally acquired without recourse, with certain exceptions related to the seller's compliance with representations and warranties, and in accordance with the Bank's underwriting criteria for originations. In addition, purchased loans have a variety of terms, including maturities, interest rate caps and indices for adjustment of interest rates, that may differ from those offered at that time by the Bank. The Bank initially seeks to purchase loans in its market area. However, the Bank may purchase loans secured by property outside its market area to meet its financial objectives. The market areas in which the properties that secure the purchased loans are located may differ from Carver Federal's market area and may be subject to economic and real estate market conditions that may significantly differ from those experienced in Carver Federal's market area. There can be no assurance that economic conditions in these out-of-state markets will not deteriorate in the future, resulting in increased loan delinquencies and loan losses among the loans secured by property in these areas. In an effort to reduce risks, the Bank has sought to ensure that purchased loans satisfy the Bank's underwriting standards and do not otherwise have a higher risk of collection or loss than loans originated by the Bank. A review of each loan is conducted prior to purchase, and the Bank also requires appropriate documentation and further seeks to reduce its risk by requiring, in each buy/sell agreement, a series of warranties and representations as to the underwriting standards and the enforceability of the related legal documents. These warranties and representations remain in effect for the life of the loan. Any misrepresentation must be cured within 90 days of discovery or trigger certain repurchase provisions in the buy/sell agreement. Loan Maturity Schedule. The following table sets forth information at March 31, 2017 regarding the amount of loans maturing in Carver Federal's portfolio, including scheduled repayments of principal, based on contractual terms to maturity. Demand loans, loans having no schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less. The table below does not include any estimate of prepayments, which significantly shorten the average life of all mortgage loans and may cause Carver Federal's actual repayment experience to differ significantly from that shown below: $ in thousands Gross loans receivable: One-to-four family Multifamily Commercial real estate Construction Business Consumer Total Loan Maturities <1 Yr. 1-5 Yrs. 5-20+ Yrs. Total $ $ 176 670 10,908 — 13,447 8,734 33,935 $ $ 634 51,839 113,521 4,983 22,958 260 194,195 $ $ 131,869 35,315 117,365 — 28,746 — 313,295 $ $ 132,679 87,824 241,794 4,983 65,151 8,994 541,425 9 The following table sets forth as of March 31, 2017, amounts in each loan category that are contractually due after March 31, 2018 and whether such loans have fixed or adjustable interest rates. Scheduled contractual principal repayments of loans do not necessarily reflect the actual lives of such assets. The average life of long-term loans is substantially less than their contractual terms due to prepayments. In addition, due-on-sale clauses in mortgage loans generally give Carver Federal the right to declare a conventional loan due and payable in the event, among other things, that a borrower sells the real property subject to the mortgage and the loan is not repaid. The average life of mortgage loans tends to increase when current mortgage loan market rates are higher than rates on existing mortgage loans and tends to decrease when current mortgage loan market rates are lower than rates on existing mortgage loans: $ in thousands Gross loans receivable: One-to-four family Multifamily Commercial real estate Construction Business Consumer Total Asset Quality Due After March 31, 2018 Adjustable Total Fixed $ $ 105,789 15,604 57,181 4,983 20,766 260 204,583 $ $ 26,714 71,550 173,705 — 30,938 — 302,907 $ $ 132,503 87,154 230,886 4,983 51,704 260 507,490 General. One of the Bank's key operating objectives continues to be to maintain a high level of asset quality. Through a variety of strategies, including, but not limited to, monitoring loan delinquencies and borrower workout arrangements, the Bank has been proactive in addressing problem loans and non-performing assets. The underlying credit quality of the Bank's loan portfolio is dependent primarily on each borrower's ability to continue to make required loan payments and, in the event a borrower is unable to continue to do so, the adequacy of the value of the collateral securing the loan. For non-owner occupied non-residential real estate and multifamily real estate loans, the borrower's ability to pay typically is dependent on rental income, which can be impacted primarily by vacancies and general market conditions. For one-to-four family loans, a borrowers' ability to pay typically is dependent primarily on employment and other sources of income. For owner occupied non-residential real estate, a borrower's ability to pay typically is dependent primarily on the success of the borrower's business. For all of the Bank's loans, a borrower's ability to pay is also impacted by general economic and other factors, such as unanticipated expenditures or changes in the financial markets. Collateral values, particularly real estate values, are also impacted by a variety of factors, including general economic conditions, demographics, maintenance and collection or foreclosure delays. Non-performing Assets. Non-performing assets consist of nonaccrual loans, loans held-for-sale, and property acquired in settlement of loans, including foreclosure. When a borrower fails to make a payment on a loan, the Bank and/or its loan servicers take prompt steps to have the delinquency cured and the loan restored to current status. This includes a series of actions such as phone calls, letters, customer visits and, if necessary, legal action. In the event the loan has a guarantee, the Bank may seek to recover on the guarantee, including, where applicable, from the Small Business Administration (“SBA”). Loans that remain delinquent are reviewed for reserve provisions and charge-off. The Bank's collection efforts continue after the loan is charged off, except when a determination is made that collection efforts have been exhausted or are not productive. The Bank may from time to time agree to modify the contractual terms of a borrower's loan. In cases where such modifications represent a concession to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring (“TDR”). Loans modified in a TDR are placed on nonaccrual status until the Bank determines that future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrate a period of performance according to the restructured terms for a minimum of six months. At March 31, 2017, loans classified as TDR totaled $6.4 million, of which $3.9 million were classified as performing. The following table sets forth information with respect to Carver Federal's non-performing assets, which includes nonaccrual loans, loans held-for-sale, and property acquired in settlement of loans as of March 31: 10 $ in thousands Loans accounted for on a nonaccrual basis (1): Gross loans receivable: One-to-four family Multifamily Commercial real estate Construction Business Consumer Total nonaccrual loans Other non-performing assets (2) Real estate owned Loans held-for-sale (a) Total other non-performing assets Total non-performing assets (3) 2017 2016 Restated (a) 2015 Restated (a) 2014 Restated (a) 2013 Restated (a) $ $ 3,899 1,602 993 — 1,922 2 8,418 990 944 1,934 10,352 $ $ 2,947 1,769 5,338 — 3,896 — 13,950 1,008 2,436 3,444 17,394 $ $ 3,664 1,053 2,817 — 861 — 8,395 4,341 2,665 7,006 15,401 $ $ 2,301 2,240 7,024 — 993 1 12,559 1,369 4,952 6,321 18,880 $ $ 7,642 423 14,788 1,230 6,505 38 30,626 2,386 13,062 15,448 46,074 8.27% Non-performing loans to total loans Non-performing assets to total assets (a) 7.22% (a) Balances have been restated from previously reported results to correct for material and certain other errors from prior periods. For March 1.54% 1.50% 1.74% 2.28% 2.37% 2.35% 3.22% 2.95% 31, 2016, refer to Notes 1 and 19 for further detail. (1) Nonaccrual status denotes any loan where the delinquency exceeds 90 days past due, or in the opinion of management, the collection of contractual interest and/or principal is doubtful. Payments received on a nonaccrual loan are either applied to the outstanding principal balance or recorded as interest income, depending on assessment of the ability to collect on the loan. (2) Other non-performing assets generally represent loans that the Bank is in the process of selling and has designated held-for-sale or property acquired by the Bank in settlement of loans less costs to sell (i.e. through foreclosure, repossession or as an in-substance foreclosure). These assets are recorded at the lower of their cost or fair value. (3) Troubled debt restructured loans performing in accordance with their modified terms for less than six months and those not performing in accordance with their modified terms are considered nonaccrual and are included in the nonaccrual category in the table above. TDR loans included in the nonaccrual category above totaled $2.5 million at 2017, $2.2 million at 2016, $3.6 million at 2015, $3.0 million at 2014, and $16.7 million at 2013. TDR loans that have performed in accordance with their modified terms for a period of at least six months are generally considered performing loans and are not presented in the table above. Performing TDR loans were $3.9 million at 2017, $5.6 million at 2016, $4.6 million at 2015, $6.3 million at 2014, and $5.0 million at 2013. At March 31, 2017, total non-performing assets decreased by $7.0 million, or 40.5%, to $10.4 million, compared to $17.4 million at March 31, 2016 as a result of a $5.5 million decrease in nonaccrual loans, coupled with a $1.5 million decrease in loans held-for-sale, year over year. Nonaccrual loans at March 31, 2017 consisted of eighteen one-to-four family loans, nine small business and SBA loans, six multifamily loans and five commercial real estate loans. The decrease in delinquent loans from the prior year is primarily due to an decrease in impaired commercial real estate and business loans. Management believes that there may be losses associated with certain delinquent loans in the future, but also notes that the amount of losses may be reduced by any increased value of properties securing these delinquent loans and the Bank's loan loss reserves. Other non-performing assets at year-end 2017 includes a portfolio of loans held-for-sale and real estate owned assets consisting of eight properties foreclosed upon. At March 31, 2017, Carver had 21 loans secured by one-to-four family residential real estate in the process of foreclosure for a total outstanding balance of $3.8 million. Although we believe that substantially all risk elements at March 31, 2017 have been disclosed, it is possible that for a variety of reasons, including economic conditions, certain borrowers may be unable to comply with the contractual repayment terms on certain real estate and commercial loans. For additional information about certain factors that may affect the future performance of the Company's loan portfolio, please see "Item 1A - Risk Factors" and "Forward Looking Statements." Asset Classification and Allowances for Losses. Federal regulations and the Bank's policies require the classification of assets on the basis of credit quality on a quarterly basis. An asset is classified as “substandard” if it is non-performing and/or determined to be inadequately protected by the current net worth and paying capacity of the obligor or the current value of the collateral pledged, if any. An asset is classified as “doubtful” if full collection is highly questionable or improbable. An asset is classified as “loss” if it is considered uncollectible, even if a partial recovery could be expected in the future. The regulations also provide for a “special mention” designation, described as assets that do not currently expose a savings institution to a sufficient degree of risk to warrant substandard classification but do possess credit deficiencies or potential weaknesses deserving management's close attention. Assets classified as substandard or doubtful result in a higher level of allowances for loan losses 11 recorded in accordance with ASC Subtopic 450-20 “Loss Contingencies.” If an asset or portion thereof is classified as a loss, a savings institution must either establish specific allowances for loan losses pursuant to loan impairment guidance in ASC Section 310-10-35 in the amount of the portion of the asset classified as a loss or charge off such amount. Federal examiners may disagree with a savings institution's classifications. If a savings institution does not agree with an examiner's classification of an asset, it may appeal this determination to the OCC Regional Director. The OCC, in conjunction with the other federal banking agencies, has adopted an interagency policy statement on the allowance for loan losses and lease losses ("ALLL"). The policy statement provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment of adequate allowances and guidance for banking agency examiners to use in determining the adequacy of general valuation guidelines. Generally, the policy statement recommends that institutions have effective systems and controls to identify, monitor and address asset quality problems; that management analyze all significant factors that affect the ability to collect the portfolio in a reasonable manner; and that management establish acceptable allowance evaluation processes that meet the objectives set forth in the policy statement. Management is responsible for determining the adequacy of the allowance for loan losses and the periodic provisioning for estimated losses included in the consolidated financial statements. The evaluation process is undertaken on a quarterly basis, but may increase in frequency should conditions arise that would require management's prompt attention, such as business combinations and opportunities to dispose of non- performing and marginally performing loans by bulk sale or any development which may indicate an adverse trend. Although management believes that adequate specific and general loan loss allowances have been established, actual losses are dependent upon future events and, as such, further additions to the level of specific and general loan loss allowances may become necessary. For additional information regarding Carver Federal's ALLL policy, refer to Note 2 of Notes to Consolidated Financial Statements, “Summary of Significant Accounting Policies.” The Board has designated the Internal Asset Review Committee of management to perform a review on a quarterly basis of the Bank's asset quality, establish general and specific allowances, determine loan classifications and submit their report to the Board for review. Carver Federal's methodology for establishing the allowance for loan losses takes into consideration probable losses that have been identified in connection with specific loans as well as losses that have not been identified but can be expected to occur. Further, management reviews the ratio of allowances to total loans and recommends adjustments to the level of allowances accordingly. Although management believes it uses the best information available to make determinations with respect to the allowances for losses, future adjustments may be necessary if economic conditions differ from the economic conditions in the assumptions used in making the initial determinations, or if circumstances pertaining to individual loans change, or new information pertaining to individual loans or the loan portfolio is identified. The Bank has a centralized loan servicing structure that relies upon outside servicers, each of which generates a monthly report of delinquent loans. The Asset Liability and Interest Rate Risk Committees of the Board establish policy relating to internal classification of loans and also provides input to the Internal Asset Review Committee in its review of classified assets. In originating loans, Carver Federal recognizes that credit losses will occur and that the risk of loss will vary with, among other things, the type of loan being made, the creditworthiness of the borrower over the term of the loan, general economic conditions and, in the case of a secured loan, the quality of the security for the loan. It is management's policy to maintain a general allowance for loan losses based on, among other things, regular reviews of delinquencies and loan portfolio quality, character and size, the Bank's and the industry's historical and projected loss experience and current and forecasted economic conditions and certain qualitative factors. In addition, considerable uncertainty exists as to the future improvement or deterioration of the real estate market. See “-Lending Activities-Loan Purchases and Originations.” Carver Federal increases its allowance for loan losses by charging provisions for possible losses against the Bank's income. General allowances are established by management on at least a quarterly basis based on an assessment of risk in the Bank's loans, taking into consideration the composition and quality of the portfolio, delinquency trends, current charge-off and loss experience, the state of the real estate market and economic conditions generally. Specific allowances are provided for individual loans, or portions of loans, when ultimate collection is considered improbable by management based on the current payment status of the loan and the fair value or net realizable value of the security for the loan. A loan is deemed impaired when it is probable the Bank will be unable to collect both principal and interest due according to the contractual terms of the loan agreement. Loans the Bank individually classifies as impaired include multifamily mortgage loans, commercial real estate loans, construction loans and business loans which have been classified by the Bank's credit review officer as substandard, doubtful or loss for which it is probable that principal and interest will not be collected in accordance with the loan's contractual terms, and certain loans modified in a troubled debt restructuring. A charge off is recognized on collateral dependent loans when the fair value of the property that collateralizes the impaired loan, if any, is less than the recorded investment in the loan. A valuation allowance for cash flow dependent loans is established when based upon a discounted cash flow analysis, impairment is demonstrated. At the date of foreclosure or other repossession, the Bank transfers the property to real estate acquired in settlement of loans at fair value, less estimated selling costs. Fair value is defined as the amount in cash or cash-equivalent value of other consideration that a real estate parcel would yield in a current sale between a willing buyer and a willing seller. Any amount of cost in excess of fair value is charged off against the allowance for loan losses. Carver Federal records an allowance for estimated 12 selling costs of the property immediately after foreclosure. Subsequent to taking possession of the property, management periodically evaluates the property and an allowance is established if the estimated fair value of the property, less estimated costs to sell, declines. If, upon ultimate disposition of the property, net sales proceeds exceed the net carrying value of the property, a gain on sale of real estate is recorded, providing the Bank did not provide financing for the sale. The following table sets forth an analysis of Carver Federal's allowance for loan losses at and for the years ended March 31: $ in thousands Balance at beginning of year Less Charge-offs: One-to-four family Multifamily Commercial real estate Construction Business Consumer and other Total Charge-offs Add Recoveries: One-to-four family Multifamily Commercial real estate Construction Business Consumer and other Total Recoveries Net loans charged off Provision for (recovery of) losses Balance at end of year 2017 $ 5,232 2016 $ 4,428 2015 $ 7,366 2014 $ 10,989 2013 $ 19,821 106 338 — — — 85 529 $ — — 20 — 304 4 328 201 29 $ 5,060 $ 389 340 — — 176 517 $ 1,422 113 — 9 — 578 31 731 691 1,495 $ 5,232 $ 687 132 — — 320 498 $ 1,637 380 82 256 — 816 7 $ 1,541 96 (2,842) $ 4,428 2,887 98 574 — 965 16 4,540 534 31 — 149 486 10 1,210 3,330 (293) 7,366 $ $ $ 2,103 226 1,148 151 2,274 1 $ 5,903 15 91 — 22 265 5 398 5,505 (3,327) $ 10,989 $ Ratios: Net charge-offs (recoveries) to average loans outstanding Allowance to total loans Allowance to non-performing loans 0.04% 0.93% 60.11% 0.13% 0.89% 37.51% 0.02% 0.92% 52.75% 0.86% 1.89% 58.65% 1.35% 2.97% 35.88% The following table allocates the allowance for loan losses by asset category at March 31: 2017 2016 2015 2014 2013 $ in thousands One-to-four family Multifamily Commercial real estate Construction Business Consumer and other Total Allowance Amount 1,663 $ 1,213 1,496 106 573 9 5,060 $ % of Loans to Total Gross Loans Amount 1,697 622 1,808 62 1,022 21 5,232 32.9% $ 24.0% 29.6% 2.1% 11.3% 0.2% 100% $ % of Loans to Total Gross Loans Amount 1,970 502 1,029 99 813 15 4,428 32.4% $ 11.9% 34.6% 1.2% 19.5% 0.4% 100% $ % of Loans to Total Gross Loans Amount 3,377 441 1,835 — 1,705 8 7,366 44.5% $ 11.3% 23.2% 2.2% 18.4% 0.3% 100% $ % of Loans to Total Gross Loans Amount 45.8% $ 3,496 6.0% 409 24.9% 3,297 0.0% — 23.1% 3,759 28 0.1% 100% $ 10,989 % of Loans to Total Gross Loans 31.8% 3.7% 30.0% 0.0% 34.2% 0.3% 100% The allocation of the allowance to each category is not necessarily indicative of future losses and does not restrict the use of the allowance to absorb losses in any category. Investment Activities 13 General. 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. Securities are classified into one of three categories: trading, held-to-maturity, and available-for-sale. 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. Debt securities for which the Bank has the positive intent and ability to hold to maturity are classified as held-to-maturity and reported at amortized cost. All other securities not classified as trading or held-to-maturity are classified as available-for-sale and reported at fair value with unrealized gains and losses included, on an after-tax basis, in a separate component of stockholders' equity. At March 31, 2017, the Bank had no securities classified as trading. At March 31, 2017, $59.0 million, or 81.5% of the Bank's mortgage-backed and other investment securities, were classified as available-for-sale. The remaining $13.4 million, or 18.5%, were classified as held- to-maturity. The following table sets forth the amortized cost, fair value and weighted average yields of the Bank's investment portfolio at March 31, 2017, categorized by remaining period to contractual maturity: $ in thousands Available-for-Sale: Mortgage-backed securities: Government National Mortgage Association Federal Home Loan Mortgage Corporation Federal National Mortgage Association Other Total mortgage-backed securities U.S. Government Agency Securities Corporate Bonds Other investments Due 1 - 5 Years Due 5 - 10 Years Due after 10 Years Amortized Cost Fair Value Weighted Average Yield Amortized Cost Fair Value Weighted Average Yield Amortized Cost Fair Value Weighted Average Yield $ — $ — — — — 1,999 3,066 — — — — — — 1,975 3,004 — —% $ 2,143 $ 2,063 1.88% $ 433 $ 424 —% —% —% —% 1.56% 1.72% —% — 6,469 — 8,612 3,633 2,038 — — 6,246 — 8,309 3,605 1,960 — —% 1.97% —% 1.95% 1.72% 2.79% —% 8,053 7,858 20,772 20,067 45 45 29,303 28,394 1,942 — 10,358 1,902 — 9,862 2.13% 2.13% 2.09% —% 2.10% 2.42% —% —% Total available-for-sale $ 5,065 $ 4,979 1.65% $ 14,283 $ 13,874 2.01% $ 41,603 $ 40,158 1.60% Held-to-Maturity: Mortgage-backed securities: Government National Mortgage Association Federal National Mortgage Association Total held-to-maturity mortgage- backed securities Corporate Bonds $ — $ — — — Total held-to-maturity $ — $ — — — — — —% $ 753 $ 776 3.21% $ 1,044 $ 1,107 —% —% —% 4,776 4,788 2.38% 5,862 5,802 5,529 1,000 5,564 1,024 2.50% 5.75% 6,906 — 6,909 — —% $ 6,529 $ 6,588 2.99% $ 6,906 $ 6,909 4.09% 2.14% 2.43% —% 2.43% Mortgage-Backed Securities. The Bank has invested in mortgage-backed securities to help achieve its asset/liability management goals and collateral needs. Although mortgage-backed securities generally yield less than whole loans, they present substantially lower credit risk, are more liquid than individual mortgage loans and may be used to collateralize obligations of the Bank. Because Carver Federal receives regular payments of principal and interest from its mortgage-backed securities, these investments provide more consistent cash flows than investments in other debt securities, which generally only pay principal at maturity. Mortgage-backed securities also help the Bank meet certain definitional tests for favorable treatment under federal banking and tax laws. See “Regulation and Supervision-Federal Banking Regulation-Qualified Thrift Lender Test” and “-Federal and State Taxation.” 14 Mortgage-backed securities constituted 7.1% of total assets at March 31, 2017, compared to 4.7% at March 31, 2016. Carver Federal maintains a portfolio of mortgage-backed securities in the form of Government National Mortgage Association (“GNMA”) pass-through certificates, FNMA, FHLMC participation certificates and commercial mortgage-backed securities. GNMA pass-through certificates are guaranteed as to the payment of principal and interest by the full faith and credit of the United States Government, while FNMA and FHLMC certificates are each guaranteed by their respective agencies as to principal and interest. Mortgage-backed securities generally entitle Carver Federal to receive a pro-rata portion of the cash flows from an identified pool of mortgages. The cash flows from such pools are segmented and paid in accordance with a predetermined priority to various classes of securities issued by the entity. Carver Federal has also invested in pools of loans guaranteed as to principal and interest by the SBA. The Bank seeks to manage interest rate risk by investing in adjustable-rate mortgage-backed securities, which at March 31, 2017, constituted $1.9 million, or 4.0%, of the mortgage-backed securities portfolio. Mortgage-backed securities, however, expose Carver Federal to certain unique risks. In a declining rate environment, accelerated prepayments of loans underlying these securities expose Carver Federal to the risk that it will be unable to obtain comparable yields upon reinvestment of the proceeds. In the event the mortgage-backed security has been funded with an interest-bearing liability with maturity comparable to the original estimated life of the mortgage-backed security, the Bank's interest rate spread could be adversely affected. Conversely, in a rising interest rate environment, the Bank may experience a lower than estimated rate of repayment on the underlying mortgages, effectively extending the estimated life of the mortgage-backed security and exposing the Bank to the risk that it may be required to fund the asset with a liability bearing a higher rate of interest. For additional information regarding Carver Federal's mortgage- backed securities portfolio and its maturities refer to Note 3 of Notes to Consolidated Financial Statements, “Investment Securities.” Other Investment Securities. In addition to mortgage-backed securities, the Bank also invests in assets such as government and agency obligations, corporate bonds and mutual funds. Carver Federal is permitted under federal law to make certain investments, including investments in securities issued by various federal agencies and state and municipal governments, deposits at the FHLB-NY, certificates of deposit in federally insured institutions, certain bankers' acceptances and federal funds. The Bank may also invest, subject to certain limitations, in commercial paper having one of the two highest investment ratings of a nationally recognized credit rating agency, and certain other types of corporate debt securities and mutual funds (See Note 3 of Notes to Consolidated Financial Statements). Other Earning Assets. Federal regulations require the Bank to maintain an investment in FHLB-NY stock and a sufficient amount of liquid assets which may be invested in cash and specified securities. For additional information, see “Regulation and Supervision-Federal Banking Regulation-Liquidity.” Securities Impairment. The Bank’s available-for-sale securities portfolio is carried at estimated fair value, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income (loss). Securities that the Bank has the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. The fair values of securities in the Bank's portfolio are based on published or securities dealers’ market values and are affected by changes in interest rates. On a quarterly basis, the Bank reviews and evaluates the securities portfolio to determine if the decline in the fair value of any security below its cost basis is other-than-temporary. The Bank generally views changes in fair value caused by changes in interest rates as temporary, which is consistent with its experience. Following 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). This guidance also requires additional disclosures about investments in an unrealized loss position and the methodology and significant inputs used in determining the recognition of other-than-temporary impairment. As of fiscal year end 2017 and 2016, the Bank does not have any securities that are classified as having other than temporary impairment in its investment portfolio. Sources of Funds General. Deposits are the primary source of Carver Federal's funds for lending and other investment purposes. In addition to deposits, Carver Federal derives funds from loan principal repayments, loan and investment interest payments, maturing investments and fee income. Loan and mortgage-backed securities repayments and interest payments are a relatively stable source of funds, while deposit inflows and outflows are significantly influenced by prevailing market interest rates, pricing of deposits, competition and general economic conditions. Borrowed money may be used to supplement the Bank's available funds, and from time to time the Bank borrows funds from the FHLB-NY and has borrowed funds through trust preferred debt securities. 15 Deposits. Carver Federal attracts deposits from consumers, businesses, non-profit organizations and public entities through its nine branches principally from within its market area by offering a variety of deposit instruments, including passbook and statement accounts and certificates of deposit, which range in term from 91 days to five years. Deposit terms vary, principally on the basis of the minimum balance required, the length of time the funds must remain on deposit and the interest rate. Carver Federal also offers Individual Retirement Accounts. Carver Federal's policies are designed primarily to attract deposits from local residents and businesses through the Bank's branches. Carver Federal also holds deposits from various governmental agencies or authorities and corporations. Carver Federal utilizes brokered deposits as an additional funding source and to assist in the management of the Bank's interest rate risk. Carver Federal has obtained brokered certificates of deposit when the interest rate on these deposits is below the prevailing interest rate for non-brokered certificates of deposit with similar maturities in our market, or when obtaining them allowed us to extend the maturities of our deposits at favorable rates compared to borrowing funds with similar maturities, when we are seeking to extend the maturities of our funding to assist in the management of our interest rate risk. Carver has obtained brokered deposits from a variety of brokerage firms. In addition, Carver has obtained brokered deposits through the Depository Trust Company. This allows us to better manage the maturity of our deposits and our interest rate risk. Carver Federal has also utilized brokers to obtain money market account deposits. The rate we pay on brokered money market accounts is the same or below the rate we pay on non-brokered money market accounts. These accounts are similar to brokered certificates of deposit accounts in that we only maintain one account for the total deposit per broker, with the broker maintaining the detailed records of each depositor. As of March 31, 2017, Carver had a total of $71.4 million in brokered deposits, compared to $93.9 million as of March 31, 2016. As of March 31, 2017, the Bank has $34.5 million of reciprocal deposits acquired through its participation in the Certificate of Deposit Account Registry Service (“CDARS”). The Bank's CDARS deposits totaled $34.7 million as of March 31, 2016. The CDARS network arranges for placement of Carver Federal's customer funds into certificate of deposit accounts issued by other CDARS member banks. The certificate of deposit accounts are in increments of less than the individual FDIC insurance limit amount, to ensure that both principal and interest are eligible for full FDIC deposit insurance. This allows the Bank to maintain its customer relationship while still providing its customers with FDIC insurance for the full amount of their deposits, up to $50 million per customer. In exchange, Carver Federal receives from other member banks their customers' deposits in like amounts. Depositors are allowed to withdraw funds early, with a penalty, from these accounts. Carver Federal may elect to participate in the program by making or receiving deposits without making or receiving a reciprocal deposit. As a result of the Dodd-Frank Act, the standard maximum deposit insurance amount is $250,000. Deposit interest rates, maturities, service fees and withdrawal penalties on deposits are established based on the Bank's funds acquisition and liquidity requirements, the rates paid by the Bank's competitors, current market rates, the Bank's growth goals and applicable regulatory restrictions and requirements. For additional information regarding the Bank's deposit accounts and the related weighted average interest rates paid, and amount and maturities of certificates of deposit in specified weighted average interest rate categories, refer to Note 7 of the Notes to Consolidated Financial Statements, “Deposits.” Borrowed Funds. While deposits are the primary source of funds for Carver Federal's lending, investment and general operating activities, Carver Federal is authorized to use advances from the FHLB-NY and securities sold under agreements to repurchase (“Repos”) from approved primary dealers to supplement its supply of funds and to meet deposit withdrawal requirements. The FHLB-NY functions as a central bank providing credit for savings institutions and certain other member financial institutions. As a member of the FHLB system, Carver Federal is required to own stock in the FHLB-NY and is authorized to apply for advances. Advances are made pursuant to several different programs, each of which has its own interest rate and range of maturities. Advances from the FHLB-NY are secured by Carver Federal's stock in the FHLB-NY and a pledge of Carver Federal's mortgage loan and mortgage-backed and agency securities portfolios. The Bank takes into consideration the term of borrowed money with the repricing cycle of the mortgage loans on the balance sheet. At March 31, 2017, Carver had $30.0 million in FHLB-NY advances outstanding. 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 were $13.0 million and, together with the proceeds from the sale of the trust's common securities, 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 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, with a rate of 4.2% at March 31, 2017. 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 since September 2016, per the terms of the agreement, as the Company is prohibited from making payments without prior regulatory approval. 16 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 the Company, and the FRB regulates dividends paid by the Company. As the subsidiary of a savings and loan association holding company, Carver Federal must file a notice or an application (depending on the proposed dividend amount) with the OCC (and a notice with the FRB) prior to the declaration of each capital distribution. The OCC will disallow any proposed dividend, for among other reasons, that would result in Carver Federal’s failure to meet the OCC minimum capital requirements. In accordance with the Agreement, Carver Federal is currently prohibited from paying any dividends without prior OCC approval, and, as such, has suspended its regular quarterly cash dividend to the Company. There are no assurances that dividend payments to Carver will resume. REGULATION AND SUPERVISION Enforcement Actions On October 23, 2015 the Board of Directors of Carver Bancorp, Inc., in response to the FRB’s Bank Holding Company Report of Inspection issued on April 14, 2015, adopted a Board Resolution (“the Resolution”) as a commitment by the Company’s Board to address certain supervisory concerns noted in the Reserve Bank‘s Report. The supervisory concerns are related to the Company’s leverage, cash flow and accumulated deferred interest. As a result of those concerns, the Company is prohibited from paying any dividends without the prior written approval of the Reserve Bank. On May 24, 2016, the Bank entered into a Formal Agreement with the OCC to undertake certain compliance-related and other actions as further described in the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission (“SEC”) on May 27, 2016. As a result of the Formal Agreement, the Bank must obtain the approval of the OCC prior to effecting any change in its directors or senior executive officers. The Bank may not declare or pay dividends or make any other capital distributions, including to the Company, without first filing an application with the OCC and receiving the prior approval of the OCC. Furthermore, the Bank must seek the OCC's written approval and the FDIC's written concurrence before entering into any "golden parachute payments" as that term is defined under 12 U.S.C. § 1828(k) and 12 C.F.R. Part 359. General The Bank is subject to extensive regulation, examination and supervision by its primary regulator, the OCC. The Bank's deposit accounts are insured up to applicable limits by the FDIC under the Deposit Insurance Fund (“DIF”), and is a member of the FHLB. The Bank must file reports with the OCC concerning its activities and financial condition, and it must obtain regulatory approvals prior to entering into certain transactions, such as mergers with, or acquisitions of, other depository institutions. The Company, as a unitary savings and loan holding company, is subject to regulation, examination and supervision by the FRB and is required to file certain reports with, and otherwise comply with, the rules and regulations of the FRB and of the SEC under the federal securities laws. The OCC and the FDIC periodically perform safety and soundness examinations of the Bank and test compliance with various regulatory requirements. The OCC has primary enforcement responsibility over federally chartered savings banks and has substantial discretion to impose enforcement action on an institution that fails to comply with applicable regulatory requirements, particularly with respect to its capital requirements. In addition, the FDIC has the authority to recommend to the Director of the OCC that enforcement action be taken with respect to a particular federally chartered savings bank and, if action is not taken by the Director, the FDIC has authority to take such action under certain circumstances. The description of statutory provisions and regulations applicable to federally chartered savings banks and their holding companies and of tax matters set forth in this document does not purport to be a complete description of all such statutes and regulations and their effects on the Bank and the Company. Any change in such laws and regulations whether by the OCC, the FDIC, the FRB or through legislation could have a material adverse impact on the Bank and the Company and their operations and stockholders. Dodd-Frank Act The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act') made extensive changes in the regulation of federal savings banks. As part of the Dodd-Frank Act, the OCC became primarily responsible for the supervision and regulation of federal savings banks. Likewise, the FRB became responsible for supervision of savings and loan holding companies. Additionally, the Dodd-Frank Act created the Consumer Financial Protection Bureau as an independent bureau of the FRB. The Consumer Financial Protection Bureau assumed responsibility for the implementation of the federal financial consumer protection and fair lending laws and regulations. However, institutions of less than $10 billion in assets, such as Carver Federal Savings Bank, continue to be examined for compliance with consumer protection and fair lending laws and regulations 17 by, and are subject to the primary enforcement authority of, their prudential regulator rather than the Consumer Financial Protection Bureau. The Dodd-Frank Act, among other things, also required changes in the way that institutions were assessed for deposit insurance, mandated the imposition of consolidated capital requirements on savings and loan holding companies, requires that originators of securitized loans retain a percentage of the risk for the transferred loans, directed the FRB to regulate pricing of certain debit card interchange fees, reduced the federal preemption afforded to federal savings associations and contained a number of reforms related to mortgage originations. Many of the provisions of the Dodd-Frank Act contained delayed effective dates and/ or required the issuance of regulations. As a result, it will be some time before their impact on operations can be fully assessed by management. However, there is a significant possibility that the Dodd-Frank Act will, at a minimum, result in an increased regulatory burden and higher compliance, operating, and possibly, interest costs for the Bank and the Company. Capital and Liquidity Prompt Corrective Action Regulations. Under the prompt corrective action regulations, the OCC is authorized and, in some cases, required to take supervisory actions against undercapitalized savings banks. For this purpose, a savings bank would be placed in one of the following five categories based on the bank's regulatory capital: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized or critically undercapitalized. The severity of the action authorized or required to be taken under the prompt corrective action regulations increases as a bank's capital decreases within the three undercapitalized categories. All banks are prohibited from paying dividends or other capital distributions or paying management fees to any controlling person if, following such distribution, the bank would be undercapitalized. Generally, a capital restoration plan must be filed with the OCC within 45 days of the date a bank receives notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” In addition, various mandatory supervisory actions become immediately applicable to the institution, including restrictions on growth of assets and other forms of expansion. Under OCC regulations, as amended, a federally chartered savings bank is treated as well-capitalized if its total risk-based capital ratio is 10% or greater, its Tier 1 risk-based capital ratio is 8% or greater, its common equity Tier 1 capital ratio is 6.5% or greater, and its leverage ratio is 5% or greater, and it is not subject to any order or directive by the OCC to meet a specific capital level. In assessing an institution's capital adequacy, the OCC takes into consideration not only these numeric factors but also qualitative factors as well, and has the authority to establish higher capital requirements for individual institutions as they deem necessary. The Federal Deposit Insurance Corporation Improvement Act, or FDICIA, required that the OCC and other federal banking agencies revise their risk-based capital standards, with appropriate transition rules, to ensure that they take into account IRR concentration of risk and the risks of non-traditional activities. The OCC regulations do not include a specific IRR component of the risk-based capital requirement. However, the OCC monitors the IRR of individual institutions through a variety of means, including an analysis of the change in net portfolio value ("NPV"). NPV is defined as the net present value of the expected future cash flows of an entity's assets and liabilities and, therefore, hypothetically represents the value of an institution's net worth. The OCC has also used this NPV analysis as part of its evaluation of certain applications or notices submitted by thrift institutions. In addition, OCC Bulletin 2010-1 provides guidance on the management of IRR and the responsibility of boards of directors in that area. The OCC, through its general oversight of the safety and soundness of savings associations, retains the right to impose minimum capital requirements on individual institutions to the extent the institution is not in compliance with certain written guidelines established by the OCC regarding NPV analysis. Carver Federal's Capital Position. Carver Federal, as a matter of prudent management, targets as its goal the maintenance of capital ratios which exceed minimum requirements and that are consistent with Carver Federal's risk profile. At March 31, 2017, Carver Federal exceeded the capital requirements with a common equity Tier 1 ratio of 11.88%, a Tier 1 leverage ratio of 8.98%, total risk-based capital ratio of 12.85% and a Tier 1 risk-based capital ratio of 11.88%. However, the Tier 1 leverage ratio of 8.98% was below the Individual Minimum Capital Requirement of 9.00% mandated for the Bank by its primary regulator. Management has informed its regulator of this shortfall and its plans for regaining compliance. The OCC and the other federal bank regulatory agencies issued a final rule effective January 1, 2015 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 generally applies to all depository institutions, and top-tier bank and savings and loan holding companies with total consolidated assets of $1 billion or more. Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real 18 property. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital unless a one-time opt-out is exercised. Carver Federal has chosen to opt-out. Additional constraints are also imposed on the inclusion in regulatory capital of certain mortgage-servicing assets, defined tax assets and minority interests. The rule 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 common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. As noted, the final rule became effective for the Bank on January 1, 2015. The capital conservation buffer requirement is being phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective. The final rule adjusted the prompt corrective action categories described above to incorporate the increased capital standards and established the "well-capitalized" threshold described above. Limitation on Capital Distributions. There are various restrictions on a bank's ability to make capital distributions, including cash dividends, payments to repurchase or otherwise acquire its shares and other distributions charged against capital. A savings institution that is the subsidiary of a savings and loan holding company, such as the Bank, must file a notice with the FRB at least 30 days before making a capital distribution. The Bank must also file an application or notice for prior approval with the OCC if the total amount of its capital distributions (including each proposed distribution), for the applicable calendar year would exceed the Bank's net income for that year plus the Bank's retained net income for the previous two years, if the Bank is not an "eligible savings association" as defined in OCC regulations or the capital distributions would violate a prohibition contained in any statute, regulation or agreement. The Bank may be prohibited from making capital distributions and its application or notice disapproved if: (1) the Bank would be undercapitalized following the distribution; (2) the proposed capital distribution raises safety and soundness concerns; or (3) the capital distribution would violate a prohibition contained in any statute, regulation or agreement. Liquidity. The Bank maintains liquidity levels to meet operational needs. In the normal course of business, the levels of liquid assets during any given period are dependent on operating, investing and financing activities. Cash and due from banks, federal funds sold and repurchase agreements with maturities of three months or less are the Bank's most liquid assets. The Bank maintains a liquidity policy to maintain sufficient liquidity to ensure its safe and sound operations. Management believes Carver Federal’s short-term assets have sufficient liquidity to cover loan demand, potential fluctuations in deposit accounts and to meet other anticipated cash requirements, including interest payments on our subordinated debt securities. Standards for Safety and Soundness Standards for Safety and Soundness. The OCC has adopted guidelines prescribing safety and soundness standards. The guidelines establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings, compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. OCC regulations authorize the OCC to order an institution that has been given notice that it is not satisfying these safety and soundness standards to submit a compliance plan. If, after being so notified, an institution fails to submit an acceptable compliance plan, or fails in any material respect to implement an accepted compliance plan, the OCC must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized association is subject under the “prompt corrective action” provisions of federal law. If an institution fails to comply with such an order, the OCC may seek to enforce such order in judicial proceedings and to impose civil money penalties. Enforcement. The OCC has primary enforcement responsibility over the Bank. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease and desist orders and to remove directors and officers. In general, these enforcement actions may be initiated in response to violations of laws and regulations and unsafe or unsound practices. TARP The Emergency Economic Stabilization Act of 2008 (“EESA”) was signed into law on October 3, 2008 and authorizes the U.S. Department of the Treasury (“Treasury”) to establish the Troubled Asset Relief Program (“TARP”) to purchase certain troubled assets from financial institutions, including banks and thrifts. Under the TARP, the Treasury may purchase residential and commercial mortgages, and securities, obligations or other instruments based on such mortgages, originated or issued on or 19 before March 14, 2008 that the Secretary of the Treasury determines promotes market stability, as well as any other financial instrument that the Treasury, after consultation with the Chairman of the Board of Governors of the Federal Reserve System, or FRB, determines the purchase of which is necessary to promote market stability. In the case of a publicly-traded financial institution that sells troubled assets into the TARP, the Treasury must receive a warrant giving the Treasury the right to receive nonvoting common stock or preferred stock in such financial institution, or voting stock with respect to which the Treasury agrees not to exercise voting power, subject to certain de minimis exceptions. In addition, all financial institutions that sell troubled assets to the TARP and meet certain conditions will also be subject to certain executive compensation restrictions, which differ depending on how the troubled assets are acquired under the TARP. On October 14, 2008, the Treasury announced that it would purchase equity stakes in a wide variety of banks and thrifts. Under this program, known as the Troubled Asset Relief Program Capital Purchase Program (the "TARP CPP"), the Treasury made $250 billion of capital available (from the $700 billion authorized by the EESA) to U.S. financial institutions in the form of preferred stock. In conjunction with the purchase of preferred stock, the Treasury will receive warrants to purchase common stock with an aggregate market price equal to 15% of the preferred investment. Participating financial institutions are required to adopt the Treasury's standards for executive compensation and corporate governance for the period during which the Treasury holds equity issued under the TARP CPP. On January 20, 2009, the Company announced that it completed the sale of $18.98 million in preferred stock to the Treasury in connection with Carver's participation in the TARP CPP. Importantly, Carver is exempt from the requirement to issue a warrant to the Treasury to purchase shares of common stock, as the Bank is a certified Community Development Financial Institution (“CDFI”) conducting most of its depository and lending activities in disadvantaged communities. Therefore, the investment did not dilute common stockholders. As a participant in TARP CPP, the Company was subject to certain obligations currently in effect, such as compensation restrictions, a luxury expenditure policy, the requirement the Company include a “say on pay” proposal in the proxy statement and certain certifications. The Company was also subject to additional restrictions or obligations as may be imposed under TARP CPP for as long as the Company participates in TARP CPP. The Treasury announced in February 2010 the implementation of the Community Development Capital Initiative (“CDCI”). This new capital program invested lower cost capital in CDFIs that lend to small businesses in the country's most economically depressed communities. CDFI banks and thrifts are eligible to receive investments of capital with an initial dividend rate of 2%, compared to the 5% rate offered under the CPP. CDFIs may apply to receive capital up to 5% of risk-weighted assets. To encourage repayment while recognizing the unique circumstances facing CDFIs, the dividend rate increased to 9% after eight years, compared to five years under TARP preferred stock. On August 27, 2010, Carver completed with the Treasury the exchange of the $18.98 million of TARP preferred stock for an equivalent amount of CDCI Series B preferred stock. As stated above, on October 28, 2011, the U.S. Treasury exchanged the CDCI Series B preferred stock for 2,321,286 shares of Company common stock. Other Supervision and Regulation Activity Powers. The Bank derives its lending and investment powers from the Home Owners' Loan Act (“HOLA”), as amended, and federal regulations. Under these laws and regulations, the Bank may invest in mortgage loans secured by residential and commercial real estate, commercial and consumer loans, certain types of debt securities and certain other assets. The Bank may also establish service corporations that may engage in certain activities not otherwise permissible for the Bank, including certain real estate equity investments and securities and insurance brokerage. The Bank's authority to invest in certain types of loans or other investments is limited by federal law. These investment powers are subject to various limitations, including (1) a prohibition against the acquisition of any corporate debt security that is not rated in one of the four highest rating categories, (2) a limit of 400% of an association's capital on the aggregate amount of loans secured by non-residential real estate property, (3) a limit of 20% of an association's assets on commercial loans, with the amount of commercial loans in excess of 10% of assets being limited to small business loans, (4) a limit of 35% of an association's assets on the aggregate amount of consumer loans and acquisitions of certain debt securities, (5) a limit of 5% of assets on non-conforming loans (loans in excess of the specific limitations of HOLA), and (6) a limit of the greater of 5% of assets or an association's capital on certain construction loans made for the purpose of financing what is or is expected to become residential property. Loans-to-One Borrower Limitations. The Bank is generally subject to the same limits on loans-to-one borrower as a national bank. With specified exceptions, the Bank's total loans or extension of credit to a single borrower or group of related borrowers may not exceed 15% of the Bank's unimpaired capital and unimpaired surplus, which does not include accumulated other comprehensive income. The Bank currently complies with applicable loans-to-one borrower limitations. At March 31, 2017, the Bank's limit on loans-to-one borrower based on its unimpaired capital and surplus was $10.2 million. Qualified Thrift Lender Test. Under HOLA, the Bank must comply with a Qualified Thrift Lender (“QTL”) test. Under this test, the Bank is required to maintain at least 65% of its “portfolio assets” in certain “qualified thrift investments” on a monthly 20 basis in at least nine months of the most recent twelve-month period. “Portfolio assets” means, in general, an association's total assets less the sum of (a) specified liquid assets up to 20% of total assets, (b) goodwill and other intangible assets and (c) the value of property used to conduct the Bank's business. “Qualified thrift investments” include various types of loans made for residential and housing purposes, investments related to such purposes, including certain mortgage-backed and related securities and consumer loans. If the Bank fails the QTL test, it must operate under certain restrictions on its activities. The Dodd-Frank Act made noncompliance potentially subject to agency enforcement action for violation of law. At March 31, 2017, the Bank maintained approximately 99.8% of its portfolio assets in qualified thrift investments. The Bank had also met the QTL test in each of the prior 12 months and was, therefore, a qualified thrift lender. Branching. Subject to certain limitations, federal law permits the Bank to establish branches in any state of the United States. The authority for the Bank to establish an interstate branch network would facilitate a geographic diversification of the Bank's activities. This authority under federal law and regulations preempts any state law purporting to regulate branching by federal savings associations. Community Reinvestment. Under CRA, as amended, as implemented by OCC regulations, the Bank has a continuing and affirmative obligation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. CRA does not establish specific lending requirements or programs for the Bank nor does it limit the Bank's discretion to develop the types of products and services that it believes are best suited to its particular community. CRA does, however, require the OCC, in connection with its examination of the Bank, to assess the Bank's record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by the Bank. In particular, the system focuses on three tests: (1) a lending test, to evaluate the institution's record of making loans in its assessment areas; (2) an investment test, to evaluate the institution's record of investing in community development projects, affordable housing and programs benefiting low or moderate income individuals and businesses; and (3) a service test, to evaluate the institution's delivery of banking services through its branches, ATM centers and other offices. CRA also requires all institutions to make public disclosure of their CRA ratings. The Bank received an “Outstanding” CRA rating in its most recent examination conducted in January 2016. Regulations require that Carver Federal publicly disclose certain agreements that are in fulfillment of CRA. The Company has no such agreements in place at this time. Transactions with Related Parties. The Bank's authority to engage in transactions with its “affiliates” is limited by federal regulations and by Sections 23A, 23B of the Federal Reserve Act (“FRA”). In general, these transactions must be on terms which are as favorable to the Bank as comparable transactions with non-affiliates. Additionally, certain types of these transactions are restricted to an aggregate percentage of the Bank's capital. Collateral in specified amounts must usually be provided by affiliates to receive loans from the Bank. In addition, OCC regulations prohibit a savings bank from lending to any of its affiliates that is engaged in activities that are not permissible for bank holding companies and from purchasing the securities of any affiliate other than a subsidiary. The Bank's authority to extend credit to its directors, executive officers, and 10% shareholders ("insiders"), as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the FRA and Regulation O of the Federal Reserve Board. Among other things, these provisions require that extensions of credit to insiders (a) be made on terms that are substantially the same as and follow credit underwriting procedures that are not less stringent than those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features and (b) not exceed certain limitations, individually and in the aggregate, which limits are based, in part, on the amount of the Bank's capital. In addition, extensions of credit in excess of certain limits must be approved by the Bank's Board. The aggregate amount of loans outstanding to related parties was $4.7 million and related party deposits were $17.8 million at March 31, 2017. Assessment. The OCC charges assessments to recover the cost of examining savings associations and their affiliates. These assessments are based on three components: the size of the association, on which the basic assessment is based; the association's supervisory condition, which results in an additional assessment based on a percentage of the basic assessment for any savings institution with a composite rating of 3, 4, or 5 in its most recent safety and soundness examination; and the 21 complexity of the association's operations, which results in an additional assessment based on a percentage of the basic assessment for any savings association that managed over $1 billion in trust assets, serviced for others loans aggregating more than $1 billion, or had certain off-balance sheet assets aggregating more than $1 billion. For fiscal 2017, Carver paid $254 thousand in regulatory assessments. Insurance of Deposit Accounts Under the FDIC's risk-based assessment system, institutions deemed less risky pay lower assessments. Assessments for institutions of less than $10 billion of assets are now based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of failure of an institution's failure within three years. That system, effective July 1, 2016, replaced the previous system under which institutions were placed into risk categories. The Dodd-Frank Act required the FDIC to revise its procedures to base assessments upon each insured institution's total assets less tangible equity instead of deposits. The FDIC finalized a rule, effective April 1, 2011, that set the assessment range at 2.5 to 45 basis points of total assets less tangible equity. In conjunction with the Deposit Insurance Fund's reserve ratio achieving 1.15%, the assessment range (inclusive of possible adjustments) was reduced for insured institutions of less than $10 billion of total assets to 1.5 basis points to 30 basis points, effective July 1, 2016. The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits. The Federal Deposit Insurance Corporation must seek to achieve the 1.35% ratio by September 30, 2010. The Dodd-Frank Act requires insured institutions with assets of $10 billion or more to fund the increase from 1.15% 5o 1.35% and, effective July 1, 2016, such institutions are subject to a surcharge to achieve that goal. The Dodd- Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the Federal Deposit Insurance Corporation, and the Federal Deposit Insurance Corporation has exercised that discretion by establishing a long-range fund ratio of 2%. The FDIC has authority to further increase insurance assessments and therefore management cannot predict what insurance assessment rates will be in the future. A significant increase in insurance premiums may have an adverse effect on the operating expenses and results of operations of the Bank. Anti-Money Laundering and Customer Identification The Bank is subject to federal regulations implementing the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). The USA PATRIOT Act gives the federal government new powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act (BSA), Title III of the USA PATRIOT Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents and parties registered under the United States Commodity Exchange Act of 1936, as amended. Title III of the USA PATRIOT Act and the related federal regulations impose the following requirements with respect to financial institutions: • • • • • • Establish a Board approved policy and perform a risk assessment of BSA, Anti-Money Laundering and OFAC; Designate a qualified BSA officer; Establish an effective training program; Establish anti-money laundering programs; Establish a program specifying procedures for obtaining identifying information from customers seeking to open new accounts, including verifying the identity of customers within a reasonable period of time; Establish enhanced due diligence policies, procedures and controls designed to detect and report money laundering; and 22 • Prohibit correspondent accounts for foreign shell banks and compliance with record keeping obligations with respect to correspondent accounts of foreign banks In addition, bank regulators are directed to consider a holding company's effectiveness in combating money laundering when ruling on certain corporate applications. Federal Home Loan Bank System The Bank is a member of the FHLB-NY, which is one of the twelve regional banks composing the FHLB System. Each regional bank provides a central credit facility primarily for its member institutions. The Bank, as a FHLB-NY member, is required to acquire and hold shares of capital stock in the FHLB-NY in specified amounts. The Bank was in compliance with this requirement with an investment in the capital stock of the FHLB-NY at March 31, 2017 of $2.2 million. Any advances from the FHLB-NY must be secured by specified types of collateral, and all long term advances may be obtained only for the purpose of providing funds for residential housing finance. FHLB-NY is required to provide funds for the resolution of insolvent thrifts and to contribute funds for affordable housing programs. These requirements could reduce the amount of earnings that the FHLB-NY can pay as dividends to its members and could also result in the FHLB-NY imposing a higher rate of interest on advances to its members. If dividends were reduced, or interest on future FHLB-NY advances increased, the Bank's net interest income would be adversely affected. Dividends from FHLB-NY to the Bank amounted to $120 thousand and $145 thousand for fiscal years 2017 and 2016, respectively. The dividend rate paid on FHLB-NY stock at March 31, 2017 was 5.0%. Federal Reserve System FRB regulations require federally chartered savings associations to maintain non-interest-earning cash reserves against their transaction accounts (primarily interest-bearing checking and demand deposit accounts). A reserve of 3% is to be maintained against aggregate transaction accounts between $15.5 million and $115.1 million (subject to adjustment annually by the FRB) plus a reserve of 10% (subject to adjustment by the FRB between 8% and 14%) against that portion of total transaction accounts in excess of $115.1 million. The first $15.5 million of otherwise reservable balances (subject to adjustment annually by the FRB) is exempt from the reserve requirements. The Bank is in compliance with the foregoing requirements. Since required reserves must be maintained in the form of either vault cash, a non-interest-bearing account at a Federal Reserve Bank or a pass-through account as defined by the FRB, the effect of this reserve requirement is to reduce Carver Federal's interest-earning assets. FHLB System members are also authorized to borrow from the Federal Reserve “discount window,” but FRB regulations require institutions to exhaust all FHLB sources before borrowing from a Federal Reserve Bank. Privacy Protection Carver Federal is subject to OCC regulations implementing the privacy protection provisions of federal law. These regulations require the Bank to disclose its privacy policy, including identifying with whom it shares “nonpublic personal information” to customers at the time of establishing the customer relationship and annually thereafter. The regulations also require the Bank to provide its customers with initial and annual notices that accurately reflect its privacy policies and practices. In addition, to the extent its sharing of such information is not exempted, the Bank is required to provide its customers with the ability to opt-out of having the Bank share their nonpublic personal information with unaffiliated third parties before they can disclose such information, subject to certain exceptions. The Bank is subject to regulatory guidelines establishing standards for safeguarding customer information. These regulations implement certain provisions of GLB. The guidelines describe the agencies' expectations for the creation, implementation and maintenance of an information security program, which would include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities. The standards set forth in the guidelines are intended to insure the security and confidentiality of customer records and information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer. The Bank has a policy to comply with the foregoing guidelines. Holding Company Regulation The Company is a savings and loan holding company regulated by the FRB. As such, the Company is registered with and subject to FRB examination and supervision, as well as certain reporting requirements. The FRB has enforcement authority 23 over the Company and its subsidiaries. Among other things, this authority permits the FRB to restrict or prohibit activities that are determined to be a serious risk to the financial safety, soundness or stability of a subsidiary savings institution. GLB restricts the powers of new unitary savings and loan holding companies. Unitary savings and loan holding companies that are “grandfathered,” i.e., unitary savings and loan holding companies in existence or with applications filed with the regulator on or before May 4, 1999, such as the Company, retain their authority under the prior law. All other unitary savings and loan holding companies are limited to financially related activities permissible for financial holding companies and certain other activities specified by FRB regulations. GLB also prohibits nonfinancial companies from acquiring grandfathered unitary savings and loan holding companies. Restrictions Applicable to All Savings and Loan Holding Companies. Federal law prohibits a savings and loan holding company, including the Company, directly or indirectly, from acquiring: (1) (2) control (as defined under the Home Owners' Loan Act ("HOLA") of 1933, as amended), of another savings institution (or a holding company parent) without prior FRB approval; through merger, consolidation, or purchase of assets, another savings institution or a holding company thereof, or acquiring all or substantially all of the assets of such institution (or a holding company), without prior FRB approval; or (3) control of any depository institution not insured by the FDIC. A savings and loan holding company may not acquire as a separate subsidiary an insured institution that has a principal office outside of the state where the principal office of its subsidiary institution is located, except: (1) (2) (3) in the case of certain emergency acquisitions approved by the FDIC; if such holding company controls a savings institution subsidiary that operated a home or branch office in such additional state as of March 5, 1987; or if the laws of the state in which the savings institution to be acquired is located specifically authorize a savings institution chartered by that state to be acquired by a savings institution chartered by the state where the acquiring savings institution or savings and loan holding company is located or by a holding company that controls such a state chartered association. In evaluating applications by holding companies to acquire savings associations, the FRB must consider issues such as the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the insurance fund, the convenience and needs of the community and competitive factors. Savings and loan holding companies have not historically been subjected to consolidated regulatory capital requirements. The Dodd-Frank Act, however, required the FRB to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to their subsidiary depository institutions. Instruments such as cumulative preferred stock and trust-preferred securities, which are currently includable within Tier 1 capital by bank holding companies within certain limits, would no longer be includable as Tier 1 capital, subject to certain grandfathering. The previously discussed final rule regarding regulatory capital requirements implements the Dodd-Frank Act as to savings and loan holding companies. However, pursuant to subsequent legislation, the FRB extended the applicability of the “Small Bank Holding Company” exception of its consolidated capital requirements to savings and loan holding companies and increased the threshold for the exception to $1.0 billion, effective May 15, 2015. As a result, savings and loan holding companies with less than $1.0 billion in consolidated assets are not subject to the capital requirements unless otherwise advised by the FRB. The Dodd-Frank Act extends the “source of strength” doctrine to savings and loan holding companies. The FRB promulgated regulations implementing the “source of strength” policy that requires holding companies act as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial stress. The FRB has issued a policy statement regarding the payment of dividends and the repurchase of shares of common stock by bank holding companies that it has made applicable to savings and loan holding companies as well. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. Regulatory 24 guidance provides for prior regulatory consultation with respect to capital distributions in certain circumstances such as where the company’s net income for the past four quarters, net of dividends’ previously paid over that period, is insufficient to fully fund the dividend or the company’s overall rate of earnings retention is inconsistent with the company’s capital needs and overall financial condition. The ability of a holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. The policy statement also provides for regulatory consultation prior to a holding company redeeming or repurchasing regulatory capital instruments when the holding company is experiencing financial weaknesses or redeeming or repurchasing common stock or perpetual preferred stock that would result in a net reduction as of the end of a quarter in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred. These regulatory policies could affect the ability of the Company to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions. Federal Securities Laws The Company is subject to the periodic reporting, proxy solicitation, tender offer, insider trading restrictions and other requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Delaware Corporation Law The Company is incorporated under the laws of the State of Delaware. Thus, it is subject to regulation by the State of Delaware and the rights of its shareholders are governed by the General Corporation Law of the State of Delaware. FEDERAL AND STATE TAXATION Federal Taxation General. The Company and the Bank currently file consolidated federal income tax returns, report their income for tax return purposes on the basis of a taxable year ending March 31st, using the accrual method of accounting and are subject to federal income taxation in the same manner as other corporations with some exceptions, including in particular the Bank's tax reserve for bad debts. The bank has a subsidiary which files a REIT tax return which reports its income for tax purposes on the basis of a taxable year ending December 31st. The REIT does not join in the consolidated return and it pays tax on its undistributed taxable income. The REIT has and intends to continue to distribute its taxable income and therefore not pay tax at the REIT level. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to the Bank or the Company. Distributions. To the extent that the Bank makes “non-dividend distributions” to shareholders, such distributions will be considered to result in distributions from the Bank's “base year reserve,” i.e., its reserve as of March 31, 1988, to the extent thereof and then from its supplemental reserve for losses on loans, and an amount based on the amount distributed will be included in the Bank's taxable income. Non-dividend distributions include distributions in excess of the Bank's current and accumulated earnings and profits, distributions in redemption of stock and distributions in partial or complete liquidation. However, dividends paid out of the Bank's current or accumulated earnings and profits, as calculated for federal income tax purposes, will not constitute non- dividend distributions and, therefore, will not be included in the Bank's taxable income. The amount of additional taxable income created from a non-dividend distribution is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Thus, approximately one and one-half times the non- dividend distribution would be includable in gross income for federal income tax purposes, assuming a 34% federal corporate income tax rate. State and Local Taxation State of New York. The Bank and the Company (including the REIT) file tax returns on a combined basis and are subject to New York State franchise tax on their entire net income or one of several alternative bases, whichever results in the highest tax. “Entire net income” means federal taxable income with adjustments. If, however, the application of an alternative tax (based on taxable assets allocated to New York, “alternative” entire net income or a fixed minimum fee) results in a greater tax, the alternative tax will be imposed. The Company was subject to tax based upon capital for New York State for fiscal 2017. In addition, New York State imposes a tax surcharge of 28% of the New York State Franchise Tax allocable to business activities carried on in the Metropolitan Commuter Transportation District. For fiscal 2017, the New York State franchise tax rate computed on capital was 0.15%. 25 On March 31, 2014, New York State tax legislation was signed into law in connection with the approval of the New York State 2014-2015 budget. Portions of the new legislation resulted in significant changes in the calculation of income taxes imposed on banks and thrifts operating in New York State, including changes to (1) future period New York State tax rates, (2) rules related to sourcing of revenue for New York State tax purposes and (3) the New York State taxation of entities within one corporate structure, among other provisions. In recent years, the Company has been subject to taxation based upon assets in New York State. The new legislation removes that method in future years. New York City. The Bank and the Company (including the REIT) file on a combined basis and are also subject to a similarly calculated New York City banking corporation tax on assets allocated to New York City. For fiscal 2017, the New York City banking corporation tax rate computed on capital is 0.15%. On April 13, 2015, New York State legislation was signed changing the New York City tax law to conform to the New York State law that was adopted in 2014, with some minor differences. As a result of the impact of the new legislation effecting both the New York State and New York City tax law, there was a decrease to the Company's gross deferred tax asset of $1.2 million in fiscal 2015 with no impact to current income due to the full valuation allowance. Delaware Taxation. As a Delaware holding company not earning income in Delaware, the Company is exempted from Delaware corporate income tax but is required to file an annual report with and pay an annual franchise tax to the State of Delaware. ITEM 1A. RISK FACTORS. The following is a summary of risk factors relevant to the Company's operations which should be carefully reviewed. These risk factors do not necessarily appear in the order of importance. Changes in interest rates may adversely affect our profitability and financial condition. We derive our income mainly from the difference or “spread” between the interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities. In general, the larger the spread, the more we earn. When market rates of interest change, the interest we receive on our assets and the interest we pay on our liabilities will fluctuate. This can cause decreases in our spread and can adversely affect our income. From an interest rate risk perspective, we have generally been liability sensitive, which indicates that liabilities generally re-price faster than assets. In response to improving economic conditions, the FRB’s Open Market Committee has slowly increased its federal funds rate target from a range of 0.00% - 0.25% that was in effect for several years to the current target range of 1.00% - 1.25% that was in effect at June 30, 2017. Given our liability sensitivity, our net interest rate spread and net interest margin are at risk of being reduced due to potential increases in our cost of funds that may outpace any increases in our yield on interest-earning assets. Interest rates also affect how much money we lend. For example, when interest rates rise, the cost of borrowing increases and loan originations tend to decrease. In addition, changes in interest rates can affect the average life of loans and securities. For example, a reduction in interest rates generally results in increased prepayments of loans and mortgage-backed securities, as borrowers refinance their debt in order to reduce their borrowing cost. This causes reinvestment risk, because we generally are not able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities in a declining rate environment. Changes in market interest rates also impact the value of our interest-earning assets and interest-bearing liabilities. In particular, the unrealized gains and losses on securities available for sale are reported, net of taxes, as accumulated other comprehensive income which is a component of stockholders’ equity. Consequently, declines in the fair value of these instruments resulting from changes in market interest rates may adversely affect stockholders’ equity. Our loan portfolio exhibits a high degree of risk. We have a significant amount of commercial real estate loans that have a higher risk of default and loss than single-family residential mortgage loans. Commercial real estate loans amount to $241.8 million, or 44.7% of our loan portfolio at March 31, 2017. Commercial real estate loans generally are considered to involve a higher degree of risk due to a variety of factors, including generally larger loan balances and loan terms which often do not require full amortization of the loan over its term and, instead, provide for a balloon payment at the stated maturity date. Repayment of commercial real estate loans generally is dependent on income being generated by the rental property or underlying business in amounts sufficient to cover operating expenses and debt service. Failure to adequately underwrite and monitor these loans may result in significant losses to Carver Federal. 26 Failure to comply with the Formal Agreement could adversely affect our business, financial condition and operating results. In May 2016, the Bank entered into a Formal Agreement with the OCC. The Formal Agreement requires the Bank to reduce its concentration of commercial real estate and requires that the Bank undertake several actions to improve compliance matters and overall profitability. Failure to comply with the Formal Agreement could result in additional supervisory and enforcement actions against the Bank, its directors, or senior executive officers, including the issuance of a cease and desist order or the imposition of civil money penalties. The Bank's compliance efforts may have an adverse impact on its non-interest expense and net income. Carver is subject to more stringent capital requirements, which may adversely impact the Company's return on equity, or constrain it from paying dividends or repurchasing shares. In July 2013, the FDIC and the FRB approved a new rule that substantially amended the regulatory risk-based capital rules applicable to the Bank and the Company. The final rule implements the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. The final rule includes new minimum risk-based capital and leverage ratios, which became effective for the Bank and the Company on January 1, 2015, and refines the definition of what constitutes “capital” for purposes of calculating these ratios. The new minimum capital requirements are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4%. The final rule also established a “capital conservation buffer” of 2.5%, and the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement was phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such actions. There can be no assurance that our regulator will approve payment of our deferred interest on our outstanding trust preferred securities. Carver is a unitary savings and loan association holding company regulated by the FRB and almost all of its operating assets are owned by Carver Federal. Carver relies primarily on dividends from the Bank to pay cash dividends to its stockholders, to engage in share repurchase programs and to pay principal and interest on its trust preferred debt obligation. The OCC regulates all capital distributions, including dividend payments, by the Bank to the Company, and the FRB regulates dividends paid by the Company. As the subsidiary of a savings and loan association holding company, Carver Federal must file a notice or an application (depending on the proposed dividend amount) with the OCC (and a notice with the FRB) prior to the declaration of each capital distribution. The OCC will disallow any proposed dividend, for among other reasons, that would result in the Bank’s failure to meet the OCC minimum capital requirements. In accordance with the Agreement, the Bank is currently prohibited from paying any dividends without prior OCC approval, and, as such, has suspended its regular quarterly cash dividend to the Company. There are no assurances that dividend payments to the Company will resume. Debenture interest payments on the Carver Statutory Trust I capital securities have been deferred, which is permissible under the terms of the Indenture for up to twenty consecutive quarterly periods, as the Company is prohibited from making payments without prior approval from the Federal Reserve Bank. During the second quarter of fiscal year 2017, the Company applied for and was granted regulatory approval to settle all outstanding debenture interest payments through September 2016. Such payments were made in September 2016. Payments subsequent to the September 2016 payment have once again been deferred. Carver's results of operations may be adversely affected by loan repurchases from U.S. Government Sponsored entities (“GSE's”). In connection with the sale of loans, Carver as the loan originator is required to make a variety of representations and warranties regarding the originator and the loans that are being sold. If a loan does not comply with the representations and warranties, Carver may be obligated to repurchase the loans, and in doing so, incur any loss directly. Prior to December 31, 2009, the Bank originated and sold loans to the FNMA. During fiscal years 2012 through 2015, the Bank has been obligated to repurchase 20 loans previously sold to FNMA. The Bank has not received any repurchase requests for these loans since the second quarter of fiscal year 2015. There is no assurance that the Bank will not be required to repurchase additional loans in the future. Accordingly, any repurchase obligations to FNMA could materially and adversely affect the Bank's results of operations and earnings in the future. 27 Carver's results of operations are affected by economic conditions in the New York metropolitan area. At March 31, 2017, a significant majority of the Bank's lending portfolio was concentrated in the New York metropolitan area. As a result of this geographic concentration, Carver's results of operations are largely dependent on economic conditions in this area. Decreases in real estate values could adversely affect the value of property used as collateral for loans to our borrowers. Adverse changes in the economy caused by inflation, recession, unemployment or other factors beyond the Bank's control may also continue to have a negative effect on the ability of borrowers to make timely mortgage or business loan payments, which would have an adverse impact on earnings. Consequently, deterioration in economic conditions in the New York metropolitan area could have a material adverse impact on the quality of the Bank's loan portfolio, which could result in increased delinquencies, decreased interest income results as well as an adverse impact on loan loss experience with probable increased allowance for loan losses. Such deterioration also could adversely impact the demand for products and services, and, accordingly, further negatively affect results of operations. The soundness of other financial institutions could negatively affect us. Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations. The allowance for loan losses could be insufficient to cover Carver's actual loan losses. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. Material additions to the allowance would materially decrease net income. In addition, the OCC periodically reviews the allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. A material increase in the allowance for loan losses or loan charge-offs as required by the regulatory authorities would have a material adverse effect on the Company's financial condition and results of operations. A new accounting standard will likely require us to increase our allowance for loan losses and may have a material adverse effect on our financial condition and results of operations. The Financial Accounting Standards Board has adopted a new accounting standard that will be effective for the Company for our first fiscal year after December 15, 2019. This standard, referred to as Current Expected Credit Loss (“CECL”) will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for loan losses. This will change the current method of providing allowances for loan losses that are probable, which would likely require us to increase our allowance for loan losses, and to increase the types of data we would need to collect and review to determine the appropriate level of the allowance for loan losses. Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses may have a material adverse effect on our financial condition and results of operations. Strong competition within the Bank's market areas could adversely affect profits and slow growth. The New York metropolitan area has a high density of financial institutions, of which many are significantly larger than Carver Federal and with greater financial resources. Additionally, various large out-of-state financial institutions may continue to enter the New York metropolitan area market. All are considered competitors to varying degrees. Carver Federal faces intense competition both in making loans and attracting deposits. Competition for loans, both locally and in the aggregate, comes principally from mortgage banking companies, commercial banks, savings banks and savings and loan associations. Most direct competition for deposits comes from commercial banks, savings banks, savings and loan associations and credit unions. The Bank also faces competition for deposits from money market mutual funds and other corporate and 28 government securities funds, as well as from other financial intermediaries, such as brokerage firms and insurance companies. Market area competition is a factor in pricing the Bank's loans and deposits, which could reduce net interest income. Competition also makes it more challenging to effectively grow loan and deposit balances. The Company's profitability depends upon its continued ability to successfully compete in its market areas. Failure to maintain effective systems of internal and disclosure controls could have a material adverse effect on the Company’s results of operation and financial condition. Effective internal and disclosure controls are necessary for the Company to provide reliable financial reports and effectively prevent fraud, and to operate successfully as a public company. If the Company cannot provide reliable financial reports or prevent fraud, its reputation and operating results would be harmed. As part of the Company’s ongoing monitoring of internal controls, it may discover material weaknesses or significant deficiencies in its internal controls that require remediation. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company continually works on improving its internal controls. However, the Company cannot be certain that these measures will ensure that it implements and maintains adequate controls over its financial processes and reporting. Any failure to maintain effective controls or to timely implement any necessary improvement of the Company’s internal and disclosure controls could, among other things, result in losses from fraud or error, harm the Company’s reputation, or cause investors to lose confidence in the Company’s reported financial information, all of which could have a material adverse effect on the Company’s results of operation and financial condition. We have restated our prior consolidated financial statements, which may lead to additional risks and uncertainties. This Annual Report on Form 10-K of the Company for the fiscal year ended March 31, 2017, includes restatement of our previously filed consolidated financial statements and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year ended March 31, 2016 as well as restated unaudited condensed consolidated financial information for the quarterly periods in 2016 and 2017. The determination to restate these financial statements was made by our Finance and Audit Committee upon management's recommendation. As a result of these events, we have become subject to a number of additional risks and uncertainties, including substantial unanticipated costs for accounting and legal fees in connection with or related to the restatement. Likewise, such events might cause a diversion of our management's time and attention. We have identified a material weakness in our internal control over financial reporting which could, if not remediated, result in additional material misstatements in our financial statements. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. As disclosed in Item 9A, management identified a material weakness in our loan accounting and servicing controls and procedures due to loan system maintenance items and payment applications not being timely processed by the Bank on to its core provider system. In addition, a review during the fourth quarter of fiscal year 2017 of the Company’s internal controls over general ledger reconciliations showed that our reconciliation controls and procedures were not effective which resulted in the correction of the material errors disclosed in Note 1 to the consolidated financial statements. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of these material weaknesses, our management concluded that our internal control over financial reporting was not effective based on criteria set forth by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control-An Integrated Framework (2013). We have developed and implemented remediation plans designed to address these material weaknesses. If our remedial measures are insufficient to address the material weaknesses, or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could lead to substantial additional costs for accounting and legal fees. The Company and the Bank operate in a highly regulated industry, which limits the manner and scope of business activities. Carver Federal is subject to extensive supervision, regulation and examination by the OCC, as the Bank's chartering authority and, to a lesser extent, by the FDIC, as insurer of its deposits. The Company is subject to extensive supervision, regulation and examination by the FRB, as regulator of the holding company. As a result, Carver Federal and the Company are limited in the manner in which Carver Federal and the Company conducts its business, undertakes new investments and activities and obtains financing. This regulatory structure is designed primarily for the protection of the deposit insurance funds and depositors, and not 29 to benefit the Company's stockholders. This regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to capital levels, the timing and amount of dividend payments, the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. In addition, Carver Federal must comply with significant anti-money laundering and anti-terrorism laws. Government agencies have substantial discretion to impose significant monetary penalties on institutions which fail to comply with these laws. The Dodd-Frank Act requires publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments. It also provides that the listing standards of the national securities exchanges shall require listed companies to implement and disclose “clawback” policies mandating the recovery of incentive compensation paid to executive officers in connection with accounting restatements. The legislation also directs the FRB to promulgate rules prohibiting excessive compensation paid to bank holding company executives. The Financial Accounting Standards Board, the SEC and other regulatory entities, periodically change the financial accounting and reporting guidance that governs the preparation of the Company's consolidated financial statements. These changes can be difficult to predict and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, the Company could be required to apply new or revised guidance retroactively. Restrictions on the Company and the Bank stemming from the Treasury's equity interest in the Company may have a material effect on results of operations. On January 20, 2009, the Company became a TARP CPP participant by completing the sale of $18.98 million in preferred stock to the Treasury. As a participant, among other things, the Company must adopt the Treasury's standards for executive compensation and corporate governance for the period during which the Treasury holds equity issued under this program. These standards would generally apply to the Company's CEO, CFO and the three next most highly compensated officers (“Senior Executive”). The standards include (1) ensuring that incentive compensation for Senior Executives does not encourage unnecessary and excessive risks that threaten the value of the financial institution; (2) required claw-back of any bonus or incentive compensation paid to a Senior Executive based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate; (3) prohibition on making golden parachute payments to Senior Executives; and (4) agreement not to deduct for tax purposes executive compensation in excess of $500,000 for each Senior Executive. In particular, the change to the deductibility limit on executive compensation would likely increase slightly the overall cost of the Company's compensation programs. the Company also had to adopt certain monitoring and reporting processes. On August 27, 2010, the Company redeemed the preferred stock and issued $18.98 million in Series B preferred stock in connection with the Company's changing its participation from TARP CPP to TARP CDCI. On October 25, 2011 Carver's shareholders approved the conversion of TARP CDCI Series B preferred stock to common stock. On October 28, 2011, the Treasury converted the CDCI Series B preferred stock to Carver common stock. Under the terms of the agreement between the Treasury and the Company, the Company agreed that so long as the Treasury has an equity interest in the Company, it will continue to be bound by all of the current restrictions and requirements that the Treasury may choose to implement. The Company is unable to determine the impact that future restrictions and/or requirements resulting from the Treasury's ownership interest may have on the Company's results of operations. The Company is subject to certain risks with respect to liquidity. Liquidity refers to the Company's ability to generate sufficient cash flows to support its operations and to fulfill its obligations, including commitments to originate loans, to repay wholesale borrowings and other liabilities, and to satisfy the withdrawal of deposits by its customers. The Company's primary sources of liquidity are the cash flows generated through the repayment of loans and securities, cash flows from the sale of loans and securities, deposits gathered organically through the Bank's branch network, from socially motivated depositors, city and state agencies and deposit brokers and borrowed funds, primarily in the form of wholesale borrowings from the FHLB-NY. In addition, and depending on current market conditions, the Company has the ability to access the capital markets from time to time. Deposit flows, calls of investment securities and wholesale borrowings, and prepayments of loans and mortgage-related securities are strongly influenced by such external factors as the direction of interest rates, whether actual or perceived, local and national economic conditions and competition for deposits and loans in the markets the Bank serves. Furthermore, changes to the FHLB-NY's underwriting guidelines for wholesale borrowings may limit or restrict the Bank's ability to borrow, and could therefore have a significant adverse impact on liquidity. 30 A decline in available funding could adversely impact the Bank's ability to originate loans, invest in securities, and meet expenses, or to fulfill such obligations as repaying borrowings or meeting deposit withdrawal demands. Carver may not be able to utilize its income tax benefits. The Company's ability to utilize the deferred tax asset generated by New Markets Tax Credit income tax benefits as well as other deferred tax assets depends on its ability to meet the NMTC compliance requirements and its ability to generate sufficient taxable income from operations in the future. Since the Bank has not generated sufficient taxable income to utilize tax credits as they were earned, a deferred tax asset has been recorded in the Company's financial statements. For additional information regarding Carver's NMTC, refer to Item 7, "Variable Interest Entities." The future recognition of Carver's deferred tax asset is highly dependent upon Carver's ability to generate sufficient taxable income. A valuation allowance is required to be maintained for any deferred tax assets that we estimate are more likely than not to be unrealizable, based on available evidence at the time the estimate is made. In assessing Carver's need for a valuation allowance, we rely upon estimates of future taxable income. Although we use the best available information to estimate future taxable income, underlying estimates and assumptions can change over time as a result of unanticipated events or circumstances influencing our projections. Valuation allowances related to deferred tax assets can be affected by changes to tax laws, statutory rates, and future taxable income levels. The Company determined that it would not be able to realize all of its net deferred tax assets in the future, as such a charge to income tax expense in the second quarter of fiscal 2011 was made. Conversely, if the Company were to determine that it would be able to realize its deferred tax assets in the future in excess of the net carrying amounts, the Company would decrease the recorded valuation allowance through a decrease in income tax expense in the period in which that determination was made. On June 29, 2011, the Company raised $55 million of equity. The capital raise triggered a change in control under Section 382 of the Internal Revenue Code. Generally, Section 382 limits the utilization of an entity's net operating loss carry forwards, general business credits, and recognized built-in losses upon a change in ownership. The Company is subject to an annual limitation of approximately $0.9 million. The Company has a net deferred tax asset (“DTA”) of approximately $25.0 million. Based on management's calculations, the Section 382 limitation has resulted in previous reductions of the deferred tax asset of $5.8 million. The Company also continues to maintain a full valuation allowance for the remaining net deferred tax asset of $25.0 million. The Company is unable to determine how much, if any, of the remaining DTA will be utilized. Risks Associated with Cyber-Security Could Negatively Affect Our Earnings. The financial services industry has experienced an increase in both the number and severity of reported cyber attacks aimed at gaining unauthorized access to bank systems as a way to misappropriate assets and sensitive information, corrupt and destroy data, or cause operational disruptions We have established policies and procedures to prevent or limit the impact of security breaches, but such events may still occur or may not be adequately addressed if they do occur. Although we rely on security safeguards to secure our data, these safeguards may not fully protect our systems from compromises or breaches. We also rely on the integrity and security of a variety of third party processors, payment, clearing and settlement systems, as well as the various participants involved in these systems, many of which have no direct relationship with us. Failure by these participants or their systems to protect our customers' transaction data may put us at risk for possible losses due to fraud or operational disruption. Our customers are also the target of cyber attacks and identity theft. Large scale identity theft could result in customers' accounts being compromised and fraudulent activities being performed in their name. We have implemented certain safeguards against these types of activities but they may not fully protect us from fraudulent financial losses. The occurrence of a breach of security involving our customers' information, regardless of its origin, could damage our reputation and result in a loss of customers and business and subject us to additional regulatory scrutiny, and could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations. System failure or breaches of Carver’s network security could subject it to increased operating costs as well as litigation and other liabilities. 31 The computer systems and network infrastructure Carver and its third-party service providers use could be vulnerable to unforeseen problems. Carver’s operations are dependent upon its ability to protect its computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers. Any damage or failure that causes an interruption in Carver’s operations could have a material adverse effect on its financial condition and results of operations. Computer break-ins, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through Carver’s computer systems and network infrastructure, which may result in significant liability to Carver and may cause existing and potential customers to refrain from doing business with Carver. Although Carver, with the help of third-party service providers, intends to continue to implement security technology and establish operational procedures designed to prevent such damage, its security measures may not be successful. In addition, advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms Carver and its third-party service providers use to encrypt and protect customer transaction data. A failure of such security measures could have a material adverse effect on Carver’s financial condition and results of operations. It is possible that a significant amount of time and money may be spent to rectify the harm caused by a breach or hack. While Carver has general liability insurance, there are limitations on coverage as well as dollar amount. Furthermore, cyber incidents carry a greater risk of injury to Carver’s reputation. Finally, depending on the type of incident, banking regulators can impose restrictions on Carver’s business and consumer laws may require reimbursement of customer loss. The Company's business could suffer if it fails to retain skilled people. The Company's success depends on its ability to attract and retain key employees reflecting current market opportunities and challenges. Competition for the best people is intense, and the Company's size and limited resources may present additional challenges in being able to retain the best possible employees, which could adversely affect the results of operations. ITEM 1B. UNRESOLVED STAFF COMMENTS. Not Applicable. ITEM 2. PROPERTIES. The Bank currently conducts its business through one administrative office and nine branches (including the West Harlem 125th Street main branch) and four separate ATM locations. The following table sets forth certain information regarding Carver Federal's offices and other material properties at March 31, 2017. The Bank believes that such facilities are suitable and adequate for its operational needs. Branches Main Branch Address 75 West 125th Street City/State New York, NY Crown Heights Branch 1009-1015 Nostrand Avenue Brooklyn, NY St. Albans Branch 115-02 Merrick Boulevard Jamaica, NY Malcolm X Blvd. Branch 142 Malcolm X Boulevard New York, NY Jamaica Center Branch 158-45 Archer Avenue Atlantic Terminal Branch 4 Hanson Place Bradhurst Branch 300 West 145th Street Flatbush Branch 833 Flatbush Avenue Restoration Plaza 1392 Fulton Street Jamaica, NY Brooklyn, NY New York, NY Brooklyn, NY Brooklyn, NY ATM Centers Fulton Street Myrtle Avenue ATM Machines 1950 Fulton Street 362 Myrtle Avenue Brooklyn, NY Brooklyn, NY Atlantic Terminal Mall 139 Flatbush Avenue Atlantic Center 625 Atlantic Avenue Brooklyn, NY Brooklyn, NY 32 Year Opened Owned or Leased Lease Expiration Date n/a 12/2025 2/2021 4/2021 7/2018 4/2019 1/2020 8/2019 10/2018 Owned Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased 1/2020 7/2017 Leased Leased 4/2019 3/2018 % Space Utilized 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 1996 1975 1996 2001 2003 2003 2004 2009 2009 2005 2007 2004 2006 ITEM 3. 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, 2017, certain claims, suits, complaints and investigations (collectively “proceedings”) involving the Company and the Bank or a subsidiary, arising in the ordinary course of business, have been filed or are pending. The Company is unable at this time to determine the ultimate outcome of each proceeding, but believes, after discussions with legal counsel representing the Company and the Bank or the subsidiary in these proceedings, that it has meritorious defenses to each proceeding and appropriate measures have been taken to defend the interests of the Company, Bank or subsidiary. There were no legal proceedings pending or known to be contemplated against us that in the opinion of management, would be expected to have a material adverse effect on the financial condition or results of operations of the Company or the Bank. ITEM 4. MINE SAFETY DISCLOSURES. Not Applicable. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. The Company's common stock was transferred from The Nasdaq Global Market to The Nasdaq Capital Market effective December 2, 2011. The stock had been listed on the Nasdaq Global Market under the symbol “CARV” since July 10, 2008. At March 31, 2017, there were 3,696,087 shares of common stock outstanding, held by 744 stockholders of record. The following table shows the high and low per share sales prices of the common stock and the dividends declared for the quarters indicated. High Low Dividend High Low Dividend Fiscal Year 2017 June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 $ $ $ $ 5.99 5.12 5.82 3.98 $ $ $ $ 3.10 3.33 3.05 2.87 $ $ $ $ Fiscal Year 2016 June 30, 2015 September 30, 2015 December 31, 2015 March 31, 2016 — — — — $ $ $ $ 6.92 7.60 7.50 5.44 $ $ $ $ 4.04 5.50 3.35 1.92 $ $ $ $ — — — — As previously disclosed in a Current Report on Form 8-K filed with the SEC on October 29, 2010, the Company’s Board of Directors announced that, based on highly uncertain economic conditions and the desire to preserve capital, Carver suspended payment of the quarterly cash dividend on its common stock. Under OCC regulations, the Bank will not be permitted to pay dividends to the Company on its capital stock if its regulatory capital would be reduced below applicable regulatory capital requirements or if its stockholders' equity would be reduced below the amount required to be maintained for the liquidation account, which was established in connection with the Bank's conversion to stock form. The OCC capital distribution regulations applicable to savings institutions (such as the Bank) that meet their regulatory capital requirements permit, after not less than 30 days prior notice to and non-objection by the FRB, capital distributions during a calendar year that do not exceed the Bank's net income for that year plus its retained net income for the prior two years. For information concerning the Bank's liquidation account, see Note 11 of the Notes to the Consolidated Financial Statements. In addition, the Company is subject to restrictions under the Agreement that affect their ability to pay dividends. See Item 1 - Overview - Enforcement Actions. On August 6, 2002, the Company announced a stock repurchase program to repurchase up to 15,442 shares of its outstanding common stock. As of March 31, 2017, 11,744 shares of its common stock have been repurchased in open market transactions at an average price of $235.80 per share (as adjusted for 1-for-15 reverse stock split that occurred on October 27, 2011). The Company intends to use repurchased shares to fund its stock-based benefit and compensation plans and for any other purpose the Board deems advisable in compliance with applicable law. No shares were repurchased during fiscal 2017. As a result of the Company's participation in the TARP CDCI, the Treasury's prior approval is required to make further repurchases. As discussed below, the Treasury converted its preferred stock into common stock, which the Treasury continues to hold. The Company continues to be bound by the TARP CDCI restrictions so long as the Treasury is a common stockholder. Carver has the following equity compensation plans: 33 (1) The Management Recognition Plan (“MRP”) provides for automatic grants of restricted stock to certain employees and non-employee directors as of the date the plan became effective in 1995. Additionally, the MRP makes provision for added discretionary grants of restricted stock to those employees so selected by the Compensation Committee of the Board, which administers the plan. There are no shares available for grant under the MRP. (2) The 2006 Stock Incentive Plan became effective in September of 2006 and provides for discretionary option grants, stock appreciation rights and restricted stock to those employees and directors so selected by the Compensation Committee. (3) The Carver Bancorp, Inc. 2014 Equity Incentive Plan became effective in September 2014 and provides for discretionary option grants, stock appreciation rights and restricted stock to those officers and directors selected by the Company’s Compensation Committee. Additional information regarding Carver's equity compensation plans will be provided supplementary through an amendment to this Form 10-K. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities See Item 1 - Overview - Recapitalization - Transactions. As previously disclosed in a Current Report on Form 8-K, on June 29, 2011, the Company entered into stock purchase agreements with several institutional investors pursuant to which the investors agreed to purchase an aggregate of 55,000 shares of the Company's Mandatorily Convertible Non-Voting Participating Preferred Stock, Series C for an aggregate purchase price of $55,000,000. The Series C preferred stock was offered and sold pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. On October 25, 2011, Carver's shareholders voted and approved a 1-for-15 reverse stock split. A separate vote of stockholder approval was given to convert the Series C preferred stock into Series D preferred stock and common stock and exchange the Treasury CDCI Series B preferred stock for common stock. On October 28, 2011, the Treasury exchanged the CDCI Series B preferred stock for Carver common stock. ITEM 6. SELECTED FINANCIAL DATA. As described in “Explanatory Note Regarding Restatement” above and in Note 1 of the Notes to the Consolidated Financial Statements, the Company has restated its consolidated financial statements as of and for the year ended March 31, 2016 to correct errors related to reconciling items that were identified as uncollectable that should have been written off in prior periods, as well as adjustments related to loan system maintenance items and payment applications that were not timely processed by the Bank on to its core provider system. The Company also restated the unaudited quarterly financial data for each of the quarters in fiscal 2017 and 2016, see Note 19 of the Notes to the Consolidated Financial Statements. The Company has not amended its previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the Restatement. Historical results are not necessarily indicative of the results to be expected in future periods. The following selected consolidated financial and other data is as of and for the years ended March 31 and is derived in part from, and should be read in conjunction with the Company's Consolidated Financial Statements and related notes: 34 $ in thousands Selected Financial Condition Data: Assets Loans held-for-sale Total loans receivable, net Investment securities Cash and cash equivalents Deposits Advances from the FHLB-NY and other borrowed money Equity Number of deposit accounts Number of branches Operating Data: Interest income Interest expense Net interest income before provision for (recovery of) loan losses Provision for (recovery of) loan losses Net interest income after provision for (recovery of) loan losses Non-interest income Non-interest expense Loss before income taxes Income tax expense (benefit) Loss attributable to non-controlling interest Net income (loss) attributable to Carver Bancorp, Inc. Basic earnings (loss) per common share Diluted earnings (loss) per common share Selected Statistical Data: Return on average assets (1) Return on average stockholders' equity (2) (10) Return on average stockholders' equity, excluding AOCI (2) (10) Net interest margin (3) Average interest rate spread (4) Efficiency ratio (5) (10) Operating expense to average assets (6) Average stockholders' equity to average assets (7) (10) Average stockholders' equity, excluding AOCI, to average assets (7) (10) Dividend payout ratio (8) 2017 2016 Restated (a) 2015 Restated (a) 2014 Restated (a) 2013 Restated (a) $ 687,861 $ 739,054 $ 674,632 $ 638,990 $ 638,170 944 2,436 540,492 583,396 72,446 58,686 71,491 63,188 579,176 606,741 49,403 47,398 34,582 9 26,126 4,918 21,208 29 21,179 4,618 28,531 68,403 51,880 47,565 9 26,564 4,605 21,959 1,495 20,464 6,014 28,117 2,665 479,334 112,126 50,824 527,761 83,403 52,908 45,780 10 22,450 3,988 18,462 (2,842) 21,304 5,304 27,875 4,952 382,590 98,490 122,554 509,366 70,403 50,618 40,530 10 23,614 3,981 19,633 (293) 19,926 6,296 27,554 (2,734) (1,639) (1,267) (1,332) 119 — (2,853) (0.77) (0.77) 128 — (1,767) (0.48) (0.48) 166 (281) (1,152) (0.31) (0.31) 102 (110) (1,324) (0.36) (0.36) 13,062 359,133 125,094 104,646 495,716 76,403 56,672 41,195 10 23,945 4,893 19,052 (3,327) 22,379 6,889 29,295 (27) 328 (945) 590 0.06 0.06 (0.41)% (5.88)% (5.78)% 3.11 % 2.97 % (0.25)% (3.46)% (3.39)% 3.17 % 3.07 % (0.18)% (2.21)% (2.11)% 3.05 % 2.92 % (0.22)% (2.51)% (2.40)% 3.41 % 3.28 % 0.10% 1.06% 1.06% 3.14% 2.95% 110.47 % 100.51 % 117.29 % 106.27 % 112.93% 4.09 % 6.96 % 7.07 % — 3.92 % 7.11 % 7.27 % — 4.46 % 8.33 % 8.74 % — 4.59 % 8.79 % 9.21 % — 4.75% 9.00% 9.07% — Asset Quality Ratios: Non-performing assets to total assets (9) Non-performing loans to total loans receivable (9) Allowance for loan losses to total loans receivable (a) Balances for fiscal years ending March 31, 2016, 2015, 2014 and 2013 have been restated from previously reported results to correct for material and certain other errors from prior periods. Refer to Notes 1 and 19 of the Notes to the Consolidated Financial Statements for further detail. The following table presents the adjustments to the restated selected financial data for the fiscal years ended March 31, 2015, 2014 and 2013: 0.92 % 2.28 % 1.54 % 1.74 % 0.89 % 2.37 % 0.93 % 1.50 % 2.35 % 3.22 % 2.95 % 1.89 % 7.22% 8.27% 2.97% 35 $ in thousands Selected Financial Condition Data: Assets Loans held-for-sale Cash and cash equivalents Equity Operating Data: Interest income Interest expense Net interest income before provision for (recovery of) loan losses Net interest income after provision for (recovery of) loan losses Non-interest income Non-interest expense Loss before income taxes Net income (loss) attributable to Carver Bancorp, Inc. Basic earnings (loss) per common share Diluted earnings (loss) per common share 2015 2014 2013 $ (1,148) $ (59) (168) (737) 123 46 77 77 (264) 693 (880) (880) (0.24) (0.24) (117) (59) — 147 366 30 336 336 (510) (384) 210 210 0.06 0.06 $ (107) (45) — (63) 160 15 145 145 (160) 57 (72) (72) (0.01) (0.01) (1) Net income (loss) divided by average total assets. (2) Net income (loss) divided by average total stockholders' equity. (3) Net interest income divided by average interest-earning assets. (4) Combined weighted average interest rate earned less combined weighted average interest rate cost. (5) Operating expense divided by sum of net interest income and non-interest income. (6) Non-interest expense divided by average total assets. (7) Average stockholders' equity divided by average assets for the period ended. (8) Dividends paid to common stockholders as a percentage of net income available to common stockholders. (9) Non-performing assets consist of nonaccrual loans, loans held-for-sale and real estate owned. (10) See Non-GAAP Financial Measures disclosure below for comparable GAAP measures. Non-GAAP Financial Measures In addition to evaluating the Company's results of operations in accordance with U.S. generally accepted accounting principles (“GAAP”), management routinely supplements their evaluation with an analysis of certain non-GAAP financial measures, such as the return on average stockholders' equity excluding average accumulated other comprehensive income (loss) ("AOCI"), and average stockholders' equity excluding AOCI to average assets. Management believes these non-GAAP financial measures provide information that is useful to investors in understanding the Company's underlying operating performance and trends, and facilitates comparisons with the performance of other banks and thrifts. Further, the efficiency ratio is used by management in its assessment of financial performance, including non-interest expense control. Return on equity measures how efficiently we generate profits from the resources provided by our net assets. Return on average stockholders' equity is calculated by dividing annualized net income (loss) attributable to Carver by average stockholders' equity, excluding AOCI. Management believes that this performance measure explains the results of the Company's ongoing businesses in a manner that allows for a better understanding of the underlying trends in the Company's current businesses. For purposes of the Company's presentation, AOCI includes the changes in the market or fair value of its investment portfolio. These fluctuations have been excluded due to the unpredictable nature of this item and is not necessarily indicative of current operating or future performance. 36 $ in thousands Average Stockholders' Equity Average Stockholders' Equity Average AOCI 2017 2016 Restated (a) 2015 Restated (a) 2014 Restated (a) 2013 Restated (a) $ 48,533 $ 51,024 $ 52,073 $ 52,709 $ 55,467 (802) (1,162) (2,525) (2,545) (436) Average Stockholders' Equity, excluding AOCI $ 49,335 $ 52,186 $ 54,598 $ 55,254 $ 55,903 Return on Average Stockholders' Equity Return on Average Stockholders' Equity, excluding AOCI (5.88)% (5.78)% (3.46)% (3.39)% (2.21)% (2.11)% (2.51)% (2.40)% 1.06% 1.06% Average Stockholders' Equity to Average Assets 6.96 % 7.11 % 8.33 % 8.79 % 9.00% Average Stockholders' Equity, excluding AOCI, to Average Assets (a) Balances for fiscal years ending March 31, 2016, 2015, 2014 and 2013 have been restated from previously reported results to correct for material and certain other errors from prior periods. The restatement reduced average stockholders' equity by $2.0 million and $667 thousand for the years ended March 31, 2015 and 2014, respectively. Refer to Notes 1 and 19 of the Notes to the Consolidated Financial Statements for further detail. 7.07 % 7.27 % 9.21 % 8.74 % 9.07% ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Restatement The Company has restated its consolidated financial statements for fiscal year 2016 contained in the Annual Reports on Form 10-K for the years ended March 31, 2017 and 2016, and unaudited interim consolidated financial statements contained in the Company's Quarterly Reports on Form 10-Q for each of the quarters ended June 30, 2015 and 2016, September 30, 2015 and 2016 and December 31, 2015 and 2016. The Company has not amended its previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the Restatement. The Restatement corrects a material error related to approximately $1.0 million of reconciling items that were identified as uncollectable and that management has concluded should have been written off in periods prior to the Company's fourth quarter of fiscal 2017 as part of the Company's focused review of reconciliations and internal controls. Management's evaluation of the items written off indicate that approximately $666 thousand of the amount written off should have been accounted for in fiscal year 2016 and the $361 thousand remainder should have been accounted for in years prior to fiscal year 2016. The $666 thousand of writeoffs attributable to fiscal year 2016 have been reflected in the Consolidated Statement of Operations for fiscal year 2016. The $361 thousand of writeoffs attributable to periods prior to fiscal year 2016 have been presented in the consolidated financial statements as an adjustment to the opening balance of Accumulated Deficit as of March 31, 2015. The Restatement also corrects a material error related to loan system maintenance items and payment applications that were not timely processed by the Bank on to its core provider system. Management's evaluation of these items concluded that $865 thousand of these adjustments should have been accounted for in fiscal year 2016 and the $285 thousand remainder should have been accounted for in years prior to fiscal year 2016. The $865 thousand of adjustments attributable to fiscal year 2016 have been reflected in the Consolidated Statement of Operations for fiscal year 2016. The $285 thousand of adjustments attributable to periods prior to fiscal year 2016 have been presented in the consolidated financial statements as an adjustment to the opening balance of Accumulated Deficit as of March 31, 2015. In addition to these errors, adjustments have been made related to other individually immaterial errors including certain corrections that had been previously identified but not recorded because they were not material to our consolidated financial statements. These corrections included adjustments to other liabilities, interest expense and certain reclassification entries. In the aggregate, these corrections increased fiscal year 2016 net loss by $66 thousand and increased the March 31, 2015 balance of Accumulated Deficit by $92 thousand. For discussion of the restatement adjustments, see "Explanatory Note Regarding Restatement," "Item 8. Financial Statements and Supplementary Data", "Note 1 - Organization" and "Note 19 – Quarterly Financial Data (Unaudited)" of the Consolidated Financial Statements. Additionally, see "Item 6. Selected Financial Data" and "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations." The following discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and Notes to Consolidated Financial Statements presented elsewhere in this report. Executive Summary Carver ended fiscal 2017 with a net loss of $2.9 million, compared to a net loss of $1.8 million for the prior year period. The significant change in results of operations was primarily driven by lower non-interest income and net interest income and 37 higher non-interest expense, partially offset by a reduced provision for loan losses in the current year. Non-interest expense increased as a result of extraordinary legal and external audit expenses due to the restatement of the Company's prior year financial statements and the going concern accounting issue related to the deferral of interest payments on the Company's trust preferred securities in fiscal year 2016. Non-interest expense for both fiscal years also includes writeoffs of historical reconciling items that were identified as uncollectable and adjustments necessary to reconcile a loan portfolio serviced by a third party as discussed in the "Explanatory Note Regarding Restatement." The business climate continues to present significant challenges as banks continue to absorb heightened regulatory costs and compete for limited loan demand. Carver has focused on diversifying its loan portfolio by reducing its concentration in commercial real estate loans and focusing its efforts on C&I lending to local small businesses. The Bank typically seeks to generate new loan production and purchase loans at suitable prices such that the outstanding loan portfolio increases during the fiscal year, although this was not accomplished in fiscal 2017. Management will continue its efforts to rationalize expenses and improve earnings. Critical Accounting Policies Various elements of accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Carver's policy with respect to the methodologies used to determine the allowance for loan and lease losses, securities impairment, assessment of the recoverability of the deferred tax asset, and the fair value of financial instruments are the most critical accounting policies. These policies are important to the presentation of Carver's financial condition and results of operations, and involve a high degree of complexity, requiring management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. Such assumptions and estimates are susceptible to significant changes in today's economic environment. The use of different judgments, assumptions and estimates could result in material differences in the Company's results of operations or financial condition. Allowance for Loan and Lease Losses The adequacy of the Bank's ALLL is determined, in accordance with the Interagency Policy Statement on the Allowance for Loan and Lease Losses (the “Interagency Policy Statement”) released by the OCC on December 13, 2006 and in accordance with ASC Subtopics 450-20 "Loss Contingencies" and 310-10 "Accounting by Creditors for Impairment of a Loan." Compliance with the Interagency Policy Statement includes management's review of the Bank's loan portfolio, including the identification and review of individual problem situations that may affect a borrower's ability to repay. In addition, management reviews the overall portfolio quality through an analysis of delinquency and non-performing loan data, estimates of the value of underlying collateral, current charge-offs and other factors that may affect the portfolio, including a review of regulatory examinations, an assessment of current and expected economic conditions and changes in the size and composition of the loan portfolio. The ALLL reflects management's evaluation of the loans presenting identified loss potential, as well as the risk inherent in various components of the portfolio. There is significant judgment applied in estimating the ALLL. These assumptions and estimates are susceptible to significant changes based on the current environment. Further, any change in the size of the loan portfolio or any of its components could necessitate an increase in the ALLL even though there may not be a decline in credit quality or an increase in potential problem loans. As such, there can never be assurance that the ALLL accurately reflects the actual loss potential inherent in a loan portfolio. General Reserve Allowance Carver's maintenance of a general reserve allowance in accordance with ASC Subtopic 450-20 includes the Bank's evaluating the risk to loss potential of homogeneous pools of loans based upon historical loss factors and a review of nine different environmental factors that are then applied to each pool. The pools of loans (“Loan Type”) are: 1-4 Family • • Multifamily • Commercial Real Estate • Construction • Business Loans • SBA Loans • Other (Consumer and Overdraft Accounts) The pools are further segregated into the following risk rating classes: 38 Pass Special Mention Substandard • • • • Doubtful The Bank next applies to each pool a risk factor that determines the level of general reserves for that specific pool. The Bank estimates its historical charge-offs via a lookback analysis. The actual historical loss experience by major loan category is expressed as a percentage of the outstanding balance of all loans within the category. As the loss experience for a particular loan category increases or decreases, the level of reserves required for that particular loan category also increases or decreases. The Bank’s historical charge-off rate reflects the period over which the charge-offs were confirmed and recognized, not the period over which the earlier losses occurred. That is, the charge-off rate measures the confirmation of losses over a period that occurs after the earlier actual losses. During the period between the loss-causing events and the eventual confirmations of losses, conditions may have changed. There is always a time lag between the period over which average charge-off rates are calculated and the date of the financial statements. During that period, conditions may have changed. Another factor influencing the General Reserve is the Bank’s loss emergence period ("LEP") assumptions which represent the Bank’s estimate of the average amount of time from the point at which a loss is incurred to the point at which the loss is confirmed, either through the identification of the loss or a charge-off. Based upon adequate management information systems and effective methodologies for estimating losses, management has established a LEP floor of one year on all segments. In some segments, such as in its Commercial Real Estate, Multifamily and Business segments, the Bank demonstrates a LEP in excess of 12 months. The Bank also recognizes losses in accordance with regulatory charge-off criteria. Because actual loss experience may not adequately predict the level of losses inherent in a portfolio, the Bank reviews nine qualitative factors to determine if reserves should be adjusted based upon any of those factors. As the risk ratings worsen, some of the qualitative factors may increase. The nine qualitative factors the Bank considers and may utilize are: 1. Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses (Policy & Procedures). 2. Changes in relevant economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments (Economy). 3. Changes in the nature or volume of the loan portfolio and in the terms of loans (Nature & Volume). 4. Changes in the experience, ability, and depth of lending management and other relevant staff (Management). 5. Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified loans (Problem Assets). 6. Changes in the quality of the loan review system (Loan Review). 7. Changes in the value of underlying collateral for collateral dependent loans (Collateral Values). 8. The existence and effect of any concentrations of credit and changes in the level of such concentrations (Concentrations). 9. The effect of other external forces such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio (External Forces). Specific Reserve Allowance Carver also maintains a specific reserve allowance for criticized and classified loans individually reviewed for impairment in accordance with ASC Subtopic 310-10 guidelines. The amount assigned to the specific reserve allowance is individually determined based upon the loan. The ASC Subtopic 310-10 guidelines require the use of one of three approved methods to estimate the amount to be reserved and/or charged off for such credits. The three methods are as follows: 1. The present value of expected future cash flows discounted at the loan's effective interest rate, 2. The loan's observable market price; or 3. The fair value of the collateral if the loan is collateral dependent. The Bank may choose the appropriate ASC Subtopic 310-10 measurement on a loan-by-loan basis for an individually impaired loan, except for an impaired collateral dependent loan. Guidance requires impairment of a collateral dependent loan to be measured using the fair value of collateral method. A loan is considered "collateral dependent" when the repayment of the debt will be provided solely by the underlying collateral, and there are no other available and reliable sources of repayment. Criticized and classified loans with at risk balances of $500,000 or more and loans below $500,000 that the Chief Credit Officer deems appropriate for review, are identified and reviewed for individual evaluation for impairment in accordance with ASC Subtopic 310-10. Carver also performs impairment analysis for all TDRs. If it is determined that it is probable the Bank 39 will be unable to collect all amounts due according with the contractual terms of the loan agreement, the loan is categorized as impaired. If the loan is determined to not be impaired, it is then placed in the appropriate pool of criticized and classified loans to be evaluated collectively for impairment. Loans determined to be impaired are evaluated to determine the amount of impairment based on one of the three measurement methods noted above. The Bank then determines whether the impairment amount is permanent, in which case the loan is written down by the amount of the impairment, or if it is other than permanent, in which case the Bank establishes a specific valuation reserve that is included in the total ALLL. In accordance with guidance, if there is no impairment amount, no reserve is established for the loan. Troubled Debt Restructured Loans TDRs are those loans whose terms have been modified because of deterioration in the financial condition of the borrower and a concession is made. Modifications could include extension of the terms of the loan, reduced interest rates, capitalization of interest and forgiveness of accrued interest and/or principal. Once an obligation has been restructured because of such credit problems, it continues to be considered restructured until paid in full. For cash flow dependent loans, the Bank records a specific valuation allowance reserve equal to the difference between the present value of estimated future cash flows under the restructured terms discounted at the loan's original effective interest rate, and the loan's original carrying value. For a collateral dependent loan, the Bank records an impairment charge when the current estimated fair value of the property that collateralizes the impaired loan, if any, is less than the recorded investment in the loan. TDR loans remain on nonaccrual status until they have performed in accordance with the restructured terms for a period of at least six months. Securities Impairment The Bank’s available-for-sale securities portfolio is carried at estimated fair value, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive (loss) income. Securities that the Bank has the intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. The fair values of securities in portfolio are based on published or securities dealers’ market values and are affected by changes in interest rates. On a quarterly basis, the Bank reviews and evaluates the securities portfolio to determine if the decline in the fair value of any security below its cost basis is other-than-temporary. The Bank generally views changes in fair value caused by changes in interest rates as temporary, which is consistent with its experience. The amount of an other-than-temporary impairment, when there are credit and non-credit losses on a debt security which management does not intend to sell, and for which it is more likely than not that the Bank will not be required to sell the security prior to the recovery of the non-credit impairment, the portion of the total impairment that is attributable to the credit loss would be recognized in earnings, and the remaining difference between the debt security’s amortized cost basis and its fair value would be included in other comprehensive (loss) income. This guidance also requires additional disclosures about investments in an unrealized loss position and the methodology and significant inputs used in determining the recognition of other-than-temporary impairment. At March 31, 2017, the Bank does not have any securities that are classified as having other- than-temporary impairment in its investment portfolio. Deferred Tax Assets The Company records income taxes in accordance with ASC 740 Topic “Income Taxes,” as amended, using the asset and liability method. Income tax expense (benefit) consists of income taxes currently payable/(receivable) and deferred income taxes. Temporary differences between the basis of assets and liabilities for financial reporting and tax purposes are measured as of the balance sheet date. Deferred tax liabilities or recognizable deferred tax assets are calculated on such differences, using current statutory rates, which result in future taxable or deductible amounts. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Where applicable, deferred tax assets are reduced by a valuation allowance for any portion determined not likely to be realized. Management is continually reviewing the operation of the Company with a view to the future. Based on managements current analysis and the appropriate accounting literature, management is of the opinion that a full valuation allowance is appropriate. This valuation allowance would subsequently be adjusted, by a charge or credit to income tax expense, as changes in facts and circumstances warrant. On June 29, 2011, the Company raised $55 million of equity, which resulted in a $51.4 million increase in equity after considering the effect of various expenses associated with the capital raise. The capital raise triggered a change in control under Section 382 of the Internal Revenue Code. Generally, Section 382 limits the utilization of an entity's net operating loss carryforwards, general business credits, and recognized built-in losses upon a change in ownership. The Company is currently subject to an annual limitation of approximately $900 thousand. The Company has a net DTA of $0 as a result of recording a full valuation on its DTA. The valuation allowance was initially recorded during fiscal 2011, and has remained as management 40 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. Asset/Liability Management The Company's primary earnings source is net interest income, which is affected by changes in the level of interest rates, the relationship between the rates on interest-earning assets and interest-bearing liabilities, the impact of interest rate fluctuations on asset prepayments, the level and composition of deposits and assets, and the credit quality of earning assets. Management's asset/liability objectives are to maintain a strong, stable net interest margin, to utilize the Company's capital effectively without taking undue risks, to maintain adequate liquidity and to manage its exposure to changes in interest rates. Management monitors the Company's cumulative gap position, which is the difference between the sensitivity to rate changes on the Company's interest-earning assets and interest-bearing liabilities. In addition, the Company uses various tools to monitor and manage interest rate risk, such as a model that projects net interest income based on increasing or decreasing interest rates. Discussion of Market Risk-Interest Rate Sensitivity Analysis As a financial institution, the Bank's primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on a large portion of the Bank's assets and liabilities, and the market value of all interest-earning assets, other than those which are short-term in maturity. Since virtually all of the Company's interest-bearing assets and liabilities are held by the Bank, most of the Company's interest rate risk exposure is retained by the Bank. As a result, all significant interest rate risk management procedures are performed at the Bank. Based upon the Bank's nature of operations, the Bank is not subject to foreign currency exchange or commodity price risk. The Bank does not own any trading assets. Carver Federal seeks to manage its interest rate risk by monitoring and controlling the variation in repricing intervals between its assets and liabilities. To a lesser extent, Carver Federal also monitors its interest rate sensitivity by analyzing the estimated changes in market value of its assets and liabilities assuming various interest rate scenarios. As discussed more fully below, there are a variety of factors that influence the repricing characteristics of any given asset or liability. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring an institution's interest rate sensitivity gap. An asset or liability is said to be interest rate sensitive within a specific period if it will mature or reprice within that period. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific period of time and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities and is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. Generally, during a period of falling interest rates, a negative gap could result in an increase in net interest income, while a positive gap could adversely affect net interest income. Conversely, during a period of rising interest rates a negative gap could adversely affect net interest income, while a positive gap could result in an increase in net interest income. As illustrated below, Carver Federal had a negative one-year gap equal to 17.87% of total rate sensitive assets at March 31, 2017. As a result, Carver Federal's net interest income may be negatively affected by rising interest rates and may be positively affected by falling interest rates. The following table sets forth information regarding the projected maturities, prepayments and repricing of the major rate-sensitive asset and liability categories of Carver Federal as of March 31, 2017. Maturity repricing dates have been projected by applying estimated prepayment rates based on the current rate environment. The repricing and other assumptions are not necessarily representative of the Bank's actual results. Classifications of items in the table below are different from those presented in other tables and the financial statements and accompanying notes included herein and do not reflect non-performing loans: 41 $ in thousands Rate Sensitive Assets: Loans Short-term investments Long-term investments Other assets Total assets <3 Mos. 3-12 Mos. 1-3 Yrs. 3-5 Yrs. 5-10 Yrs. 10+ Yrs. Non- Interest Bearing Funds Total $ 137,192 54,312 4,683 — $ 196,187 $ 127,695 — 6,246 — $ 133,941 $172,732 — 12,587 — $185,319 $ 55,800 — 9,721 — $ 65,521 $ 42,298 — 24,545 — $ 66,843 $ 1,779 — 16,471 — $ 18,250 $ $ — $ 537,496 54,312 — 74,253 — 21,800 21,800 $ 687,861 21,800 Rate Sensitive Liabilities: Interest-bearing non-maturity deposits $ 281,258 58,423 Term deposits 5,000 Borrowings — Other liabilities Equity — $ 344,681 Total liabilities and equity $ — $ — $ — $ 103,461 1,000 — — $ 104,461 65,061 30,000 — — $ 95,061 8,949 — — — 8,949 $ $ — $ 448 — — — 448 — $ — 13,403 — — $ 13,403 — $ 281,258 236,342 — 49,403 — 73,460 73,460 47,398 47,398 $ 687,861 $ 120,858 Interest sensitivity gap $(148,494) $ 29,480 $ 90,258 $ 56,572 $ 66,395 $ 4,847 $ (99,058) $ Cumulative interest sensitivity gap $(148,494) $(119,014) $(28,756) $27,816 $94,211 $ 99,058 $ — $ Ratio of cumulative gap to total rate sensitive assets (22.29)% (17.87)% (4.32)% 4.18% 14.14% 14.87% — — — — The table above assumes that fixed maturity deposits are not withdrawn prior to maturity and that transaction accounts will decay as disclosed in the table above. Certain shortcomings are inherent in the method of analysis presented in the table above. Although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in the market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable- rate mortgages, generally have features that restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayments and early withdrawal levels would likely deviate significantly from those assumed in calculating the table. Additionally, credit risk may increase as many borrowers may experience an inability to service their debt in the event of a rise in interest rate. Virtually all of the adjustable-rate loans in Carver Federal's portfolio contain conditions that restrict the periodic change in interest rate. Economic Value of Equity (“EVE”) Analysis. As part of its efforts to maximize net interest income while managing risks associated with changing interest rates, management also uses the EVE methodology. EVE is the present value of expected net cash flows from existing assets less the present value of expected cash flows from existing liabilities plus the present value of net expected cash inflows from existing financial derivatives and off-balance sheet contracts. Under this methodology, interest rate risk exposure is assessed by reviewing the estimated changes in EVE that would hypothetically occur if interest rates rapidly rise or fall along the yield curve. Projected values of EVE at both higher and lower interest rate risk scenarios are compared to base case values (no change in rates) to determine the sensitivity to changing interest rates. Presented below, as of March 31, 2017, is an analysis of the Bank's interest rate risk as measured by changes in EVE for instantaneous parallel shifts of +/- 400 basis points change in market interest rates. Such limits have been established with consideration of the impact of various rate changes and the Bank's current capital position. The information set forth below relates solely to the Bank. However, because virtually all of the Company's interest rate risk exposure lies at the Bank level, management believes the table below also similarly reflects an analysis of the Company's interest rate risk. 42 $ in thousands Economic Value of Equity EVE as % of PV of Assets Change in Rate $ Amount $ Change % Change EVE Ratio Change +400 bps +300 bps +200 bps +100 bps 0 bps -100 bps -200 bps -300 bps -400 bps 83,974 83,831 84,272 84,085 82,837 79,195 75,955 78,998 89,736 1,137 994 1,435 1,248 (3,642) (6,882) (3,839) 6,899 1.37 % 1.20 % 1.73 % 1.51 % (4.40)% (8.31)% (4.63)% 8.33 % 13.11% 12.84% 12.66% 12.38% 11.96% 11.22% 10.56% 10.80% 12.06% 115 bps 88 bps 70 bps 42 bps -74 bps -140 bps -116 bps 10 bps Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in EVE require the making of certain assumptions, which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the models presented assume that the composition of our interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the EVE table provides an indication of Carver Federal's interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on Carver Federal's net interest income and may differ from actual results. Average Balance, Interest and Average Yields and Rates The following table sets forth certain information relating to Carver Federal's average interest-earning assets and average interest-bearing liabilities, and their related average yields and costs for the years ended March 31, 2017, 2016, and 2015. The table also presents information for the fiscal years indicated with respect to the difference between the weighted average yield earned on interest-earning assets and the weighted average rate paid on interest-bearing liabilities, or “interest rate spread,” which savings institutions have traditionally used as an indicator of profitability. Another indicator of an institution's profitability is its “net interest margin,” which is its net interest income divided by the average balance of interest-earning assets. Net interest income is affected by the interest rate spread and by the relative amounts of interest-earning assets and interest-bearing liabilities. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income: 43 $ in thousands Interest-Earning Assets: Loans (1) (a) Mortgage-backed securities Investment securities Restricted cash deposit Equity securities (2) Other investments (a) Total interest-earning assets (a) Non-interest-earning assets (a) Total assets (a) Interest-Bearing Liabilities: Deposits Interest-bearing checking Savings and clubs Money market Certificates of deposit Mortgagors deposits Total deposits Borrowed money Total interest-bearing liabilities Non-interest-bearing liabilities: Demand deposits Other liabilities (a) Total liabilities Net loss attributable to non- controlling interest Stockholders' equity (a) Total liabilities & equity Net interest income (a) Average interest rate spread (a) Net interest margin (a) 2017 2016 Restated (a) 2015 Restated (a) Average Balance Interest Average Yield/ Cost Average Balance Interest Average Yield/ Cost Average Balance Interest Average Yield/ Cost $24,257 806 406 — 120 537 26,126 $ 556,169 41,261 17,333 247 2,564 65,201 682,775 14,965 $ 697,740 4.36% $ 548,726 37,413 1.95% 44,469 2.34% 2,797 0.03% 3,452 4.68% 55,408 0.82% 692,265 3.82% 25,366 $ 717,631 $24,358 761 921 1 145 378 26,564 4.44% $ 412,305 36,947 2.03% 53,915 2.07 % 6,354 0.03% 1,936 4.20% 94,307 0.68 % 605,764 3.84% 19,056 $ 624,820 $20,097 799 1,022 1 81 450 22,450 $ 34,287 97,555 146,984 245,792 2,253 526,871 51,524 $ 48 261 875 2,437 40 3,661 1,257 0.14% $ 31,971 93,794 0.27% 161,391 0.60% 227,713 0.99% 2,280 1.78% 517,149 0.69% 79,633 2.44% $ 52 253 844 2,092 28 3,269 1,336 0.16% $ 27,549 95,731 0.27 % 142,252 0.52 % 197,447 0.92% 1.23% 1,956 464,935 0.63% 46,702 1.68% $ 45 255 692 1,831 30 2,853 1,135 4.87% 2.16% 1.90% 0.03 % 4.18 % 0.48 % 3.70% 0.16 % 0.27 % 0.49 % 0.93% 1.53 % 0.61% 2.43% 578,395 4,918 0.85% 596,782 4,605 0.77% 511,637 3,988 0.78% 56,407 14,405 649,207 — 48,533 $ 697,740 54,620 15,205 666,607 — 51,024 $ 717,631 52,866 8,710 573,213 (466) 52,073 $ 624,820 $21,208 $21,959 $18,462 2.97% 3.11% 3.07% 3.17% 2.92% 3.05% 118.05% 116.00% 118.40% Ratio of average interest-earning assets to interest-bearing liabilities (a) (1) Includes nonaccrual loans. (2) Includes FHLB-NY stock. (a) March 31, 2016 and 2015 average balances and yields have been restated from previously reported results to include the effect of restatement adjustments from prior periods. Rate/Volume Analysis The following table sets forth information regarding the extent to which changes in interest rates and changes in volume of interest related assets and liabilities have affected Carver Federal's interest income and expense during the fiscal years ended March 31, 2017, 2016, and 2015 (in thousands). For each category of interest-earning assets and interest-bearing liabilities, information is provided for changes attributable to: (1) changes in volume (changes in volume multiplied by prior rate); (2) changes in rate (change in rate multiplied by old volume). Changes in rate/volume variance are allocated proportionately between changes in rate and changes in volume. 44 $ in thousands Interest-Earning Assets: Loans (1) Mortgage-backed securities Investment securities Restricted cash deposit Equity securities Other investments and federal funds sold (1) Total interest-earning assets (1) $ Interest-Bearing Liabilities: Deposits Interest-bearing checking Savings and clubs Money market savings Certificates of deposit Mortgagors deposits Total deposits Borrowed money Total interest-bearing liabilities 2017 vs. 2016 Increase (Decrease) due to Rate Volume Total Volume 2016 vs. 2015 Restated (1) Increase (Decrease) due to Rate Total $ 329 78 (562) (1) (37) 68 (125) 3 10 (75) 166 — 104 (472) (368) (430) $ (33) 47 — 12 91 (313) (7) (2) 106 179 12 288 393 681 $ (101) 45 (515) (1) (25) 159 (438) (4) 8 31 345 12 392 (79) 313 6,649 10 (179) — 63 (186) 6,357 7 (5) 93 281 5 381 800 1,181 $ (2,388) $ (48) 78 — 1 114 (2,243) — 3 59 (20) (7) 35 (599) (564) 4,261 (38) (101) — 64 (72) 4,114 7 (2) 152 261 (2) 416 201 617 3,497 Net change in net interest income (1) (1) March 31, 2016 and 2015 average balances and yields have been restated from previously reported results to include the effect of (1,679) $ (994) $ 5,176 (751) 243 $ $ $ $ restatement adjustments from prior periods. Comparison of Financial Condition at March 31, 2017 and 2016 Assets At March 31, 2017, total assets were $687.9 million, reflecting a decrease of $51.2 million, or 6.9%, from total assets of $739.1 million at March 31, 2016. The reduction is primarily attributable to a $42.9 million decline in the loan portfolio, net of the allowance for loan losses. The decrease in the loan portfolio was largely due to loan attrition through scheduled paydowns and payoffs, a significant amount of which the Bank did not actively try to retain as it is making a determined effort to reduce its concentration level of commercial real estate loans. Total cash and cash equivalents decreased $4.5 million, or 7.1%, to $58.7 million at March 31, 2017, compared to $63.2 million at March 31, 2016. The reduction was primarily due to the Bank's repayment of short-term borrowings and the funding of a reduction in brokered deposits during the period, which were partially offset by the receipt of funds from the aforementioned loan attrition. Total investment securities increased $955 thousand, or 1.3%, to $72.4 million at March 31, 2017, compared to $71.5 million at March 31, 2016 as cash generated from calls and sales of securities was reinvested to diversify the Bank's available- for-sale investment portfolio. Gross portfolio loans decreased $43.1 million, or 7.3%, to $545.6 million at March 31, 2017, compared to $588.6 million at March 31, 2016, as the Bank began a targeted reduction of its concentration in commercial real estate mortgage loans through attrition in and payoffs of Non Owner Occupied commercial real estate loans. Liabilities and Equity Liabilities Total liabilities decreased $46.7 million, or 6.8%, to $640.5 million at March 31, 2017, compared to $687.2 million at March 31, 2016, as a result of declines in the Bank's deposits and the repayment of borrowed funds. 45 Deposits decreased $27.6 million, or 4.5%, to $579.2 million at March 31, 2017, compared to $606.7 million at March 31, 2016, due primarily to declines in brokered money market accounts and brokered certificates of deposit, offset by increases in savings and non-interest bearing checking accounts. The Company did not actively pursue the retention of certain non-relationship deposits as it has been seeking to reduce its overall level of brokered deposits. Advances from the FHLB-NY and other borrowed money decreased $19.0 million, or 27.8%, to $49.4 million at March 31, 2017, compared to $68.4 million at March 31, 2016 due to the repayment of short-term borrowings during the period. Equity Total equity decreased $4.5 million, or 8.6%, to $47.4 million at March 31, 2017, compared to $51.9 million at March 31, 2016. The decrease was due to an increase of $1.6 million in unrealized losses on investments and a net loss of $2.9 million for the fiscal year. Comparison of Operating Results for the Years Ended March 31, 2017 and 2016 Net Loss The Company reported a net loss of $2.9 million for fiscal year 2017, compared to a net loss of $1.8 million for the prior year period. The change in our results was primarily driven by lower non-interest income and net interest income and increased non-interest expenses, partially offset by a decrease in the provision for loan losses in the current period compared to the prior year. Net Interest Income Net interest income decreased $751 thousand, or 3.4%, to $21.2 million for fiscal year 2017, compared to $22.0 million for the prior year period. The decrease was due to a $438 thousand decrease in interest income and a $313 thousand increase in interest expense for the period. Interest income decreased $438 thousand, or 1.6%, to $26.1 million compared to $26.6 million for the prior year period, primarily due to a decrease of $337 thousand in interest income on investments. The average yield on all combined investments declined 6 basis points and the average balance of these portfolios decreased $16.9 million as a result of sales, calls and maturities of securities in the Bank's available-for-sale portfolio. Although average loan balances increased, interest income on loans decreased $101 thousand due to a decline in the average yield on loans from 4.44% to 4.36%. Interest expense increased $313 thousand, or 6.8%, to $4.9 million compared to $4.6 million for the prior year period, primarily due to a $392 thousand increase in interest expense on deposits. Interest expense on certificates of deposits was $345 thousand higher compared to the prior period due to an increase in the average balances and rates. Provision for Loan Losses The Bank recorded a $29 thousand provision for loan losses for fiscal year 2017, compared to a $1.5 million provision for loan losses for the prior year period. For the year ended March 31, 2017, net charge-offs of $201 thousand were recognized, compared to net charge-offs of $691 thousand in the prior year period. At March 31, 2017, nonaccrual loans totaled $8.4 million, or 1.2% of total assets, compared to $14.0 million, or 1.9% of total assets at March 31, 2016. Nonaccrual loans decreased $5.5 million, or 39.7% during the fiscal year, primarily due to the payoff of a business loan with a carrying value of $400 thousand and the transfer of one commercial real estate loan into the Bank's held-for-sale loan portfolio. The transferred loan, with a carrying value of $3.4 million, was subsequently sold at par value on July 7, 2016. The ALLL was $5.1 million at March 31, 2017, which represents a ratio of the ALLL to nonaccrual loans of 60.1%, compared to $5.2 million and 37.5% at March 31, 2016. The ratio of the allowance for loan losses to total loans receivable was 0.93% at March 31, 2017, compared to 0.89% at March 31, 2016. Non-interest Income Non-interest income decreased $1.4 million, or 23.2%, to $4.6 million compared to $6.0 million in the prior year period. The decrease was primarily due to a $1.2 million gain recognized in fiscal year 2016 on the sale and leaseback of one of the Bank's branch locations transacted as part of Carver's ongoing site rationalization efforts. The prior year also included gains on sales of loans that in aggregate were $495 thousand larger compared to the current period. Non-interest Expense 46 Non-interest expense increased $414 thousand, or 1.5%, to $28.5 million compared to $28.1 million in the prior year period. The Bank had higher employee compensation and benefits expense related to staffing costs associated with strengthening the Bank's regulatory and compliance infrastructure, as well as increases in audit and legal expenses incurred as a result of the restatement of the Company's prior year financial statements and the going concern issue (since eliminated by the curing of the potential default status of our trust preferred securities in September 2016). Partially offsetting the previous items was a decrease in net occupancy expense primarily related to the exit of the Company's administrative office in Brooklyn and the closing of a branch in the prior fiscal year. Income Taxes Income tax expense was $119 thousand for the fiscal year ended March 31, 2017 compared to $128 thousand in the prior year period. Liquidity and Capital Resources Liquidity is a measure of the Bank's ability to generate adequate cash to meet its financial obligations. The principal cash requirements of a financial institution are to cover potential deposit outflows, fund increases in its loan and investment portfolios and ongoing operating expenses. The Bank's primary sources of funds are deposits, borrowed funds and principal and interest payments on loans, mortgage-backed securities and investment securities. While maturities and scheduled amortization of loans, mortgage-backed securities and investment securities are predictable sources of funds, deposit flows and loan and mortgage-backed securities prepayments are strongly influenced by changes in general interest rates, economic conditions and competition. Carver Federal monitors its liquidity utilizing guidelines that are contained in a policy developed by its management and approved by its Board of Directors. Carver Federal's several liquidity measurements are evaluated on a frequent basis. The Bank was in compliance with this policy as of March 31, 2017. Management believes Carver Federal’s short-term assets have sufficient liquidity to cover loan demand, potential fluctuations in deposit accounts and to meet other anticipated cash requirements, including interest payments on our subordinated debt securities. Additionally, Carver Federal has other sources of liquidity including the ability to borrow from the Federal Home Loan Bank of New York ("FHLB-NY") utilizing unpledged mortgage-backed securities and certain mortgage loans, the sale of available-for-sale securities and the sale of certain mortgage loans. Net borrowings decreased $19.0 million during fiscal year 2017 due to the repayment of short-term borrowings. At March 31, 2017, the Bank had $30.0 million in FHLB-NY borrowings with a weighted average rate of 1.42% maturing over the next two years. Due to the late filing of Carver's 2016 Form 10-K, and the going concern language contained therein, the FHLB-NY notified Carver on July 1, 2016 that it would be restricting Carver's borrowings to 30-day terms. At March 31, 2017, based on available collateral held at the FHLB-NY, Carver Federal had the ability to borrow from the FHLB-NY an additional $14.5 million on a secured basis, utilizing mortgage-related loans and securities as collateral. The Bank's most liquid assets are cash and short-term investments. The level of these assets is dependent on the Bank's operating, investing and financing activities during any given period. At March 31, 2017 and 2016, assets qualifying for short- term liquidity, including cash and cash equivalents, totaled $58.7 million and $63.2 million, respectively. The most significant potential liquidity challenge the Bank faces is variability in its cash flows as a result of mortgage refinance activity. When mortgage interest rates decline, customers’ refinance activities tend to accelerate, causing the cash flow from both the mortgage loan portfolio and the mortgage-backed securities portfolio to accelerate. In contrast, when mortgage interest rates increase, refinance activities tend to slow, causing a reduction of liquidity. However, in a rising rate environment, customers generally tend to prefer fixed rate mortgage loan products over variable rate products. Carver Federal is also at risk to deposit outflows. The Consolidated Statements of Cash Flows present the change in cash from operating, investing and financing activities. During fiscal year 2017, total cash and cash equivalents decreased by $4.5 million to $58.7 million reflecting cash used in financing activities of $46.6 million, offset by cash provided by investing activities of $41.2 million and cash provided by operating activities of $827 thousand. Net cash used in financing activities of $46.6 million resulted from a net decline in deposits of $27.6 million, coupled with a decrease in FHLB-NY advances and other borrowings of $19.0 million. Net cash provided by investing activities of $41.2 million was primarily attributable to net loan principal repayments and was partially reinvested in the purchase of a residential loan pool. Also, cash proceeds from sales and calls of available-for-sale securities was reinvested in purchases of new investments 47 to diversify the Bank's available-for-sale portfolio. Net cash provided by operating activities totaled $827 thousand for the fiscal year. Potential Mortgage Representation and Warranty Liabilities During the period 2004 through 2009, the Bank originated 1-4 family residential mortgage loans and sold the loans to the FNMA. The loans were sold to FNMA with the standard representations and warranties for loans sold to the GSE's. The Bank may be required to repurchase these loans in the event of breaches of these representations and warranties. In the event of a repurchase, the Bank is typically required to pay the unpaid principal balance as well as outstanding interest and fees. The Bank then recovers the loan or, if the loan has been foreclosed, the underlying collateral. The Bank is exposed to any losses on repurchased loans after giving effect to any recoveries on the collateral. Through fiscal 2011, none of the loans sold to FNMA were repurchased by the Bank. During fiscal 2012, 2013, 2014 and 2015, three, ten, six and one loan, respectively, that had been sold to FNMA were repurchased by the Bank. At March 31, 2017 the Bank continues to service 132 loans with a principal balance of $23.6 million for FNMA that were sold with standard representations and warranties. Management has established a representation and warranty reserve for losses associated with the repurchase of mortgage loans sold by the Bank to FNMA that we consider to be both probable and reasonably estimable. These reserves are reported in the consolidated statement of financial condition as a component of other liabilities. The Bank has not received a request to repurchase any of these loans since the second quarter of fiscal 2015, and there has not been any additional requests from FNMA for loans to be reviewed. Accordingly, management has reduced its level of repurchase reserves. The reserves totaled $162 thousand as of March 31, 2017. The table below summarizes changes in our representation and warranty reserves in fiscal 2017: $ in thousands Representation and warranty repurchase reserve, as of March 31, 2016 (1) Net recovery of repurchase losses (2) Representation and warranty repurchase reserve, as of March 31, 2017 (1) (1) Reported in consolidated statements of financial condition as a component of other liabilities. (2) Component of other non-interest expense. March 31, 2017 $ $ 186 (24) 162 Additional information related to the representation and warranty reserve, including factors that may impact the adequacy of the reserves and the ultimate amount of losses incurred is found in “Note 14 Commitments and Contingencies.” Off-Balance Sheet Arrangements and Contractual Obligations The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and in connection with its overall investment strategy. These instruments involve, to varying degrees, elements of credit, interest rate and liquidity risk. In accordance with GAAP, these instruments are not recorded in the consolidated financial statements. Such instruments primarily include lending obligations, including commitments to originate mortgage and consumer loans and to fund unused lines of credit. The Bank has contractual obligations related to operating leases as well as a contingent liability related to a standby letter of credit. See Note 14 of Notes to Consolidated Financial Statements for the Bank's outstanding lending commitments and contractual obligations at March 31, 2017. The Bank has contractual obligations at March 31, 2017 as follows: 48 $ in thousands Contractual Obligations Total Payments due by period 1 - 3 years Less than 1 year 3 - 5 years More than 5 years Long-term debt obligations: FHLB advances Repo borrowings Guaranteed preferred beneficial interest in junior subordinated debentures Total long-term debt obligations Operating lease obligations: Lease obligations for rental properties Total contractual obligations Variable Interest Entities $ $ $ 30,000 1,003 18,718 49,721 $ 5,000 1,003 — 6,003 $ 25,000 — 5,025 30,025 3,657 53,378 $ 1,284 7,287 $ 1,548 31,573 $ — $ — — — 472 472 $ — — 13,693 13,693 353 14,046 The Company's subsidiary, Carver Statutory Trust I, is not consolidated with Carver Bancorp Inc. for financial reporting purposes in accordance with the FASB's ASC Topic 810 regarding the consolidation of variable interest entities (formerly FIN 46(R)). Carver Statutory Trust I was formed in 2003 for the purpose of issuing $13.0 million aggregate liquidation amount of floating rate Capital Securities due September 17, 2033 (“Capital Securities”) and $0.4 million of common securities (which are the only voting securities of Carver Statutory Trust I), which are 100% owned by Carver Bancorp Inc., and using the proceeds to acquire junior subordinated debentures issued by Carver Bancorp, Inc. Carver Bancorp, Inc. has fully and unconditionally guaranteed the Capital Securities along with all obligations of Carver Statutory Trust I under the trust agreement relating to the Capital Securities. The Bank's subsidiary, CCDC, was formed to facilitate its participation in local economic development and other community-based activities. In June 2006, CCDC was selected by the U.S. Department of Treasury, in a highly competitive process, to receive an award of $59 million in NMTC. CCDC won a second NMTC award of $65 million in May 2009, and a third award of $25 million in August 2011. The NMTC awards provide a credit to Carver Federal against federal income taxes when the Bank makes qualified investments. The credits are allocated over seven years from the time of the qualified investment. Alternatively, the Bank can utilize the award in projects where another investor entity provides funding and receives the tax benefits of the award in exchange for the Bank receiving fee income. In December 2010, the Bank divested its interest in the remaining $7.8 million NMTC tax credits that it would have received through the period ending March 31, 2014, by exchanging its equity interests in the special purpose entity that acquired the equity interest. In March 2015, the investor exercised its option to sell the equity interest in the entities back to Carver. The NMTC compliance period was completed and CDEs 2-9, 11 and 12 were dissolved in 2016. In addition, CCDC provides funding to underlying projects. While providing funding to investments in the NMTC eligible projects, CCDC has retained a 0.01% interest in other special purpose entities created to facilitate the investments, with the investors owning the remaining 99.99%. CCDC also provides certain administrative services to these entities and receives servicing fee income during the term of the qualifying projects. The Bank has determined that it and CCDC do not have the sole power to direct the activities of these special purpose entities that significantly impact the entities' performance, and therefore are not the primary beneficiaries of these entities. The Bank has a contingent obligation to reimburse the investors for any loss or shortfall incurred as a result of the NMTC project not being in compliance with certain regulations that would void the investor's ability to otherwise utilize tax credits stemming from the award. As of March 31, 2017, all three allocation awards have been fully utilized in qualifying projects. The Bank's VIEs, in which the Company holds significant variable interests or has continuing involvement through servicing a majority of assets in a VIE are presented in the table below. 49  Involvement with SPE (000s) Funded Exposure Unfunded Exposure Total Recognized Gain (Loss) (000's) Total Rights transferred Significant unconsolidated VIE assets Total Involvement with SPE asset Debt Investments Equity Investments Funding Commitments Maximum exposure to loss Carver Statutory Trust I CDE 13 CDE 14 CDE 15, CDE 16, CDE 17 CDE 18 CDE 19 CDE 20 CDE 21 $ — $ — $ 13,400 $ 13,400 $ 13,000 $ 400 $ — $ — $13,400 500 400 900 600 500 625 625 10,500 10,000 20,500 13,254 10,746 12,500 12,500 — — 10,034 10,034 20,613 13,282 10,980 12,040 12,092 20,613 13,282 10,980 12,040 12,092 — — — — — — — — 1 2 1 1 1 1 — — — — — — — 4,095 3,900 4,095 3,901 7,995 5,169 4,191 4,875 4,875 7,997 5,170 4,192 4,876 4,876 Total $ 4,150 $ 90,000 $ 92,441 $ 92,441 $ 13,000 $ 407 $ — $ 35,100 $48,507 Regulatory Capital Position The Bank must satisfy minimum capital standards established by the OCC. For a description of the OCC capital regulation, see “Item 1-Regulation and Supervision-Federal Banking Regulation-Capital Requirements.” Regardless of Basel III's minimum requirements, Carver, as a result of the Formal Agreement, was issued an Individual Minimum Capital Ratio letter by the OCC which requires the Bank to maintain minimum regulatory capital levels of 9% for its Tier 1 leverage ratio and 12% for its total risk-based capital ratio. At March 31, 2017, the Bank had a common equity Tier 1 ratio, Tier 1 leverage ratio, Tier 1 risk-based capital ratio, and total risk-based capital ratio of 11.88%, 8.98%, 11.88% and 12.85%, respectively. For additional information regarding Carver Federal's Regulatory Capital and Ratios, refer to Note 11 of Notes to Consolidated Financial Statements, “Stockholders' Equity.” Impact of Inflation and Changing Prices The financial statements and accompanying notes appearing elsewhere herein have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of Carver Federal's operations. Unlike most industrial companies, nearly all the assets and liabilities of the Bank are monetary in nature. As a result, interest rates have a greater impact on Carver Federal's performance than do the effects of the general level of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. See discussion of Market Risk-Interest Rate Sensitivity Analysis in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 50 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Carver Bancorp, Inc. New York, New York We have audited the accompanying consolidated statements of financial condition of Carver Bancorp, Inc. and Subsidiaries (collectively the “Company”) as of March 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Carver Bancorp, Inc. and Subsidiaries at March 31, 2017 and 2016, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. As discussed in note 1 to the consolidated financial statements, the Company restated its consolidated financial statements for the fiscal year ended March 31, 2016, to correct misstatements. New York, New York November 9, 2017 51 CARVER BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION $ in thousands except per share data ASSETS Cash and cash equivalents: Cash and due from banks Money market investments Total cash and cash equivalents Restricted cash Investment securities: Available-for-sale, at fair value Held-to-maturity, at amortized cost (fair value of $13,497 and $15,653 at March 31, 2017 and March 31, 2016, respectively) Total investment securities Loans held-for-sale (HFS) Loans receivable: Real estate mortgage loans Commercial business loans Consumer loans Loans, gross Allowance for loan losses Total loans receivable, net Premises and equipment, net Federal Home Loan Bank of New York (“FHLB-NY”) stock, at cost Accrued interest receivable Other assets Total assets LIABILITIES AND EQUITY LIABILITIES Deposits: Savings Non-interest bearing checking Interest-bearing checking Money market Certificates of deposit Escrow Total deposits Advances from the FHLB-NY and other borrowed money Other liabilities Total liabilities EQUITY Preferred stock (par value $0.01 per share: 45,118 Series D shares, with a liquidation preference of $1,000 per share, issued and outstanding) Common stock (par value $0.01 per share: 10,000,000 shares authorized; 3,698,031 issued; 3,696,087 shares outstanding) Additional paid-in capital Accumulated deficit Treasury stock, at cost (1,944 shares) Accumulated other comprehensive loss Total equity March 31, 2017 March 31, 2016 Restated (1) $ $ $ $ 58,428 258 58,686 283 59,011 13,435 72,446 944 471,444 65,114 8,994 545,552 (5,060) 540,492 5,427 2,171 1,583 5,829 687,861 100,913 61,576 37,180 140,807 236,342 2,358 579,176 49,403 11,884 640,463 $ $ $ $ 62,684 504 63,188 225 56,180 15,311 71,491 2,436 517,633 70,953 42 588,628 (5,232) 583,396 5,983 2,883 2,420 7,032 739,054 95,230 56,634 33,106 163,380 255,854 2,537 606,741 68,403 12,030 687,174 45,118 45,118 61 55,474 (50,898) (417) (1,940) 47,398 687,861 61 55,470 (48,045) (417) (307) 51,880 739,054 Total liabilities and equity (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior $ $ periods. Refer to Notes 1 and 19 for further detail. See accompanying notes to consolidated financial statements 52 CARVER BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS $ in thousands except per share data Interest income: Loans Mortgage-backed securities Investment securities Money market investments Total interest income Interest expense: Deposits Advances and other borrowed money Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income: Depository fees and charges Loan fees and service charges Gain on sale of securities, net Gain on sale of loans, net Income from other real estate owned Gain on sale of building, net Lower of cost or market adjustment on loans held-for-sale Other Total non-interest income Non-interest expense: Employee compensation and benefits Net occupancy expense Equipment, net Data processing Consulting fees Federal deposit insurance premiums Other Total non-interest expense Loss before income taxes Income tax expense Net loss Loss per common share: Years Ended March 31, 2017 2016 Restated (1) $ $ 24,257 806 764 299 26,126 3,661 1,257 4,918 21,208 29 21,179 3,346 407 58 4 — 69 (47) 781 4,618 12,548 3,290 798 1,516 817 663 8,899 28,531 (2,734) 119 (2,853) $ $ 24,358 761 1,295 150 26,564 3,269 1,336 4,605 21,959 1,495 20,464 3,112 419 1 499 35 1,221 1 726 6,014 11,358 4,695 635 1,100 1,058 527 8,744 28,117 (1,639) 128 (1,767) Basic Diluted (0.48) (0.48) (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior (0.77) $ (0.77) $ $ $ periods. Refer to Notes 1 and 19 for further detail. See accompanying notes to consolidated financial statements 53 CARVER BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS $ in thousands Net loss Other comprehensive (loss) income, net of tax: Years Ended March 31, 2016 Restated (1) 2017 $ (2,853) $ (1,767) Change in unrealized loss of securities available-for-sale, net of income tax expense of $0 Less: Reclassification adjustment for sales of available-for-sale securities, net of income tax expense of $0 Total other comprehensive (loss) income, net of tax (1,575) 58 (1,633) 739 1 738 Total comprehensive loss, net of tax (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior (4,486) $ (1,029) $ periods. Refer to Notes 1 and 19 for further detail. See accompanying notes to consolidated financial statements 54 CARVER BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY $ in thousands Balance - March 31, 2015 As Originally Presented Restatement Adjustment (1) Balance—March 31, 2015 Restated (1) Net loss - Restated (1) Other comprehensive income, net of tax Stock based compensation expense Balance—March 31, 2016 Restated (1) Net loss Other comprehensive loss, net of tax Stock based compensation expense Preferred Stock Common Stock Additional Paid-In Capital Accumulated Deficit Treasury Stock Accumulated Other Comprehensive Loss Total Equity $ 45,118 $ — 45,118 — — — 45,118 — — — 61 — 61 — — — 61 — — — $ 55,468 $ (45,540) $ (417) $ (1,045) 53,645 — (738) — — (738) 55,468 — — 2 55,470 — — 4 (46,278) (1,767) — — (48,045) (2,853) — — (417) (1,045) 52,907 — — — — 738 — (1,767) 738 2 (417) (307) 51,880 — — — — (1,633) — (2,853) (1,633) 4 Balance—March 31, 2017 $ (1) March 31, 2015 and 2016 balances have been restated from previously reported results to correct for material and certain other errors from (50,898) $ (417) $ 45,118 55,474 (1,940) $ 47,398 61 $ $ $ prior periods. Refer to Notes 1 and 19 for further detail. See accompanying notes to consolidated financial statements 55 CARVER BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS $ in thousands CASH FLOWS FROM OPERATING ACTIVITIES Net loss Adjustments to reconcile net loss to net cash provided by operating activities: Provision for loan losses Stock based compensation expense Depreciation and amortization expense Loss (gain) on sale of real estate owned, net of market value adjustment Gain on sale of securities, net Gain on sale of loans, net Gain on sale of building Market adjustment on held-for-sale loans Amortization and accretion of loan premiums and discounts and deferred charges Amortization and accretion of premiums and discounts - securities Decrease (increase) in accrued interest receivable Decrease (increase) in other assets Increase in other liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchases of investments: Available-for-sale Purchases of securities: Held-to-maturity Proceeds from sales of investments: Available-for-sale Proceeds from principal payments, maturities and calls of investments: Available-for-sale Proceeds from principal payments, maturities and calls of investments: Held-to-maturity Originations of loans held-for-investment, net of repayments Loans purchased from third parties Proceeds from sale of loans held-for-sale Proceeds on sale of loans (Increase) decrease in restricted cash Redemption of FHLB-NY stock Purchase of premises and equipment Proceeds from sale of building Proceeds from sale of real estate owned Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Net (decrease) increase in deposits Net decrease in short-term FHLB-NY advances and other short-term borrowings Net cash (used in) provided by financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental cash flow information: Noncash financing and investing activities Transfer of loans held-for-investment to loans held-for-sale Transfer to real estate owned from loans held-for-investment and loans held-for-sale Years Ended March 31, 2017 2016 Restated (1) $ (2,853) $ (1,767) 29 4 867 134 (58) (4) (69) 47 57 342 837 1,641 (147) 827 (30,761) — 7,259 18,676 1,801 54,235 (22,588) 4,798 7,255 (58) 712 (262) — 169 41,236 (27,565) (19,000) (46,565) (4,502) 63,188 58,686 3,563 463 $ $ $ 1,495 2 1,415 (35) (1) (499) (1,221) (1) 136 322 76 (972) 1,470 420 (148) (5,118) 4,951 39,745 1,770 (18,998) (105,496) 730 18,119 6,129 636 (574) 2,113 4,105 (52,036) 78,980 (15,000) 63,980 12,364 50,824 63,188 730 738 $ $ $ Cash paid for: Interest Income taxes (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior 4,085 217 6,860 134 $ $ $ $ periods. Refer to Notes 1 and 19 for further detail. See accompanying notes to consolidated financial statements 56 CARVER BANCORP, INC. AND SUBSIDIARIES 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 nine branches located throughout the City of New York that primarily serve the communities in which they operate. In September 2003, the Company formed Carver Statutory Trust I (the “Trust”) for the sole purpose of issuing trust preferred securities and investing the proceeds in an equivalent amount of floating rate junior subordinated debentures of the Company. In accordance with Accounting Standards Codification (“ASC”) 810, “Consolidation,” Carver Statutory Trust I is unconsolidated for financial reporting purposes. On September 17, 2003, Carver Statutory Trust I issued 13,000 shares, liquidation amount $1,000 per share, of floating rate capital securities. Gross proceeds from the sale of these trust preferred debt securities of $13 million, and proceeds from the sale of the trust's common securities of $0.4 million, were used to purchase approximately $13.4 million aggregate principal amount of the Company's floating rate junior subordinated debt securities due 2033. The trust preferred debt securities are redeemable at par quarterly at the option of the Company beginning on or after September 17, 2008, and have a mandatory redemption date of September 17, 2033. Cash distributions on the trust preferred debt securities are cumulative and payable at a floating rate per annum resetting quarterly with a margin of 3.05% over the three-month LIBOR. During the second quarter of fiscal year 2017, the Company applied for and was granted regulatory approval to settle all outstanding debenture interest payments through September 2016. Such payments were made in September 2016. Interest on the debentures has been deferred since September 2016, per the terms of the agreement, which permit such deferral for up to twenty consecutive quarters, as the Company is prohibited from making payments without prior regulatory approval. Carver relies primarily on dividends from Carver Federal to pay cash dividends to its stockholders, to engage in share repurchase programs and to pay principal and interest on its trust preferred debt obligation. The OCC regulates all capital distributions, including dividend payments, by Carver Federal to Carver, and the FRB regulates dividends paid by Carver. As the subsidiary of a savings and loan association holding company, Carver Federal must file a notice or an application (depending on the proposed dividend amount) with the OCC (and a notice with the FRB) prior to the declaration of each capital distribution. The OCC will disallow any proposed dividend, for among other reasons, that would result in Carver Federal’s failure to meet the OCC minimum capital requirements. In accordance with the Agreement, Carver Federal is currently prohibited from paying any dividends without prior OCC approval, and, as such, has suspended Carver’s regular quarterly cash dividend on its common stock. There are no assurances that dividend payments to Carver will resume. Regulation On October 23, 2015, the Board of Directors of the Company adopted resolutions requiring, among other things, written approval from the Federal Reserve Bank of Philadelphia prior to the declaration or payment of dividends, any increase in debt by the Company, or the redemption of Company common stock. On May 24, 2016, the Bank entered into a Formal Agreement with the OCC to undertake certain compliance-related and other actions as further described in the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission (“SEC”) on May 27, 2016. As a result of the Formal Agreement, the Bank must obtain the approval of the OCC 57 prior to effecting any change in its directors or senior executive officers. The Bank may not declare or pay dividends or make any other capital distributions, including to the Company, without first filing an application with the OCC and receiving the prior approval of the OCC. Furthermore, the Bank must seek the OCC's written approval and the FDIC's written concurrence before entering into any "golden parachute payments" as that term is defined under 12 U.S.C. § 1828(k) and 12 C.F.R. Part 359. Restatement On July 7, 2017, the Finance and Audit Committee of the Board of Directors of Carver Bancorp, Inc., after consultation with BDO USA, LLP, our independent registered public accounting firm, determined that our consolidated financial statements as of and for the fiscal year ended March 31, 2016, and each of the quarters during the 2016 and 2017 fiscal years should no longer be relied upon. Within this report, we have included restated audited results as of and for the year ended March 31, 2016, as well as restated unaudited condensed consolidated financial information for the quarterly periods in 2016 and 2017, which we refer to as the Restatement. Our consolidated financial statements as of and for the year ended March 31, 2016 included in this Annual Report on Form 10-K have been restated from the consolidated financial statements included on our Annual Report on Form 10- K for the year ended March 31, 2016. The Restatement corrects a material error related to approximately $1.7 million of reconciling items that were identified as uncollectable and written off, primarily during the fourth quarter of fiscal year 2017, as part of the focused review of reconciliations and internal controls. Management's evaluation of the items written off concluded that approximately $1.0 million of these writeoffs should have been accounted for in prior periods: $666 thousand of the amount written off should have been accounted for in fiscal year 2016 and the $361 thousand remainder should have been accounted for in years prior to fiscal year 2016. The $666 thousand of writeoffs attributable to fiscal year 2016 have been reflected in the Consolidated Statement of Operations for the fiscal year 2016. The $361 thousand of writeoffs attributable to periods prior to fiscal year 2016 have been presented in the consolidated financial statements as an adjustment to the opening balance of Accumulated Deficit as of March 31, 2015. On the March 31, 2016 Statement of Financial Condition, these adjustments decreased Cash by $472 thousand, Loans Receivable by $391 thousand, Other Assets by $525 thousand and Other Liabilities by $497 thousand. The impact of these adjustments on the fiscal 2016 Statement of Operations was an increase to Other Non-Interest Expense of $666 thousand. The impact of these adjustment on the fiscal 2016 Statement of Cash Flows was to decrease beginning and ending Cash and Cash Equivalents by $168 thousand and $472 thousand, respectively, increase the operating cash outflow from net loss by $666 thousand and increase the operating cash inflow from other assets and liabilities by $362 thousand. The Company also identified and corrected material errors related to the accounting for loans on the Company's servicing platforms. The accounting adjustments are related to loan system maintenance items and payment applications that were not timely processed by the Bank on to its core provider system. Management's evaluation of these items concluded that approximately $1.2 million should have been accounted for in prior periods: $865 thousand should have been accounted for in fiscal year 2016 and the $285 thousand remainder should have been accounted for in years prior to fiscal year 2016. The $865 thousand of adjustments attributable to fiscal year 2016 have been reflected in the Consolidated Statement of Operations for the fiscal year 2016 as a reduction in interest income on loans. The $285 thousand of adjustments attributable to periods prior to fiscal year 2016 have been presented in the consolidated financial statements as an adjustment to the opening balance of Accumulated deficit as of March 31, 2015. On the March 31, 2016 Statement of Financial Condition, these adjustments decreased Accrued Interest Receivable by $1.2 million and Loans by $59 thousand. The impact of these adjustments on the fiscal 2016 Statement of Cash Flows was operating cash outflows of $865 thousand from increased net loss, $52 thousand from net premium amortization on loans and $25 thousand from the net change in other assets and liabilities and an inflow of $942 thousand from the net change in Accrued Interest Receivable. In addition to the errors described above, adjustments have been made related to other individually immaterial errors including certain corrections that had been previously identified but not recorded because they were not material to our consolidated financial statements. These corrections included adjustments to other liabilities, interest expense and certain reclassification entries. On the March 31, 2016 Statement of Financial Condition, these corrections increased both Other Liabilities and Accumulated Deficit by $158 thousand (the opening balance of Accumulated Deficit at March 31, 2015 was increased by $92 thousand.) The impact of these corrections on the fiscal 2016 Statement of Operations was to increase interest on loans by $521 thousand and interest expense on advances and other borrowed money by $66 thousand and decrease loan fees and service charges by $521 thousand. The cumulative adjustments to correct the above errors in the consolidated financial statements as of March 31, 2016 increased previously reported Accumulated Deficit by $2.3 million and decreased previously reported Accrued Interest Receivable by $1.2 million, Other Assets by $525 thousand, Other Liabilities by $339 thousand, Cash by $472 thousand, Loans Receivable 58 by $391 thousand and Loans Held-for-Sale by $59 thousand. The impact of the corrections also increased beginning Accumulated Deficit by $738 thousand and increased previously reported Net Loss by $1.6 million and previously reported loss per share by $0.43 for fiscal year 2016. All applicable amounts relating to this Restatement have been reflected in the consolidated financial statements and disclosed in the notes to the consolidated financial statements in this 2017 Form 10-K. See Note 19 – Quarterly Financial Data (Unaudited) for further details of the restatement adjustments for the quarterly periods of fiscal years 2016 and 2017. The following analysis includes the financial statements as originally reported and as adjusted and takes into account the following adjustments. 59 CONSOLIDATED STATEMENT OF FINANCIAL CONDITION $ in thousands except per share data ASSETS Cash and cash equivalents: Cash and due from banks Money market investments Total cash and cash equivalents Restricted cash Investment securities: Available-for-sale, at fair value Held-to-maturity, at amortized cost (fair value of $15,653 at March 31, 2016) Total investments Loans held-for-sale (HFS) Loans receivable: Real estate mortgage loans Commercial business loans Consumer loans Loans, net Allowance for loan losses Total loans receivable, net Premises and equipment, net Federal Home Loan Bank of New York (“FHLB-NY”) stock, at cost Accrued interest receivable Other assets Total assets LIABILITIES AND EQUITY LIABILITIES Deposits: Savings Non-interest bearing checking Interest-bearing checking Money market Certificates of deposit Mortgagors deposits Total deposits Advances from the FHLB-NY and other borrowed money Other liabilities Total liabilities EQUITY Preferred stock (par value $0.01 per share: 45,118 Series D shares, with a liquidation preference of $1,000 per share, issued and outstanding) Common stock (par value $0.01 per share: 10,000,000 shares authorized; 3,698,031 issued; 3,696,087 shares outstanding at March 31, 2016) Additional paid-in capital Accumulated deficit Treasury stock, at cost (1,944 shares at March 31, 2016) Accumulated other comprehensive loss Total equity Total liabilities and equity $ $ $ $ 60 March 31, 2016 As Previously Reported Adjustment As Restated $ $ $ 63,156 504 63,660 225 56,180 15,311 71,491 2,495 517,785 71,192 42 589,019 (5,232) 583,787 5,983 2,883 3,647 7,557 741,728 95,230 56,634 33,106 163,380 255,854 2,537 606,741 68,403 12,369 687,513 (472) $ — (472) — — — — (59) (152) (239) — (391) — (391) — — (1,227) (525) (2,674) $ — $ — — — — — — — (339) (339) 62,684 504 63,188 225 56,180 15,311 71,491 2,436 517,633 70,953 42 588,628 (5,232) 583,396 5,983 2,883 2,420 7,032 739,054 95,230 56,634 33,106 163,380 255,854 2,537 606,741 68,403 12,030 687,174 45,118 — 45,118 61 55,470 (45,710) (417) (307) 54,215 741,728 $ — — (2,335) — — (2,335) (2,674) $ 61 55,470 (48,045) (417) (307) 51,880 739,054 CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS $ in thousands except per share data Interest income: Loans Mortgage-backed securities Investment securities Money market investments Total interest income Interest expense: Deposits Advances and other borrowed money Total interest expense Net interest income Provision for loan losses Net interest income after provision for (recovery of) loan losses Non-interest income: Depository fees and charges Loan fees and service charges Gain on sale of securities, net Gain on sale of loans, net Gain on real estate owned, net Gain on sale of building, net Lower of cost or market adjustment on loans held-for-sale Other Total non-interest income Non-interest expense: Employee compensation and benefits Net occupancy expense Equipment, net Data processing Consulting fees Federal deposit insurance premiums Other Total non-interest expense Loss before income taxes Income tax expense Net loss Net loss Total other comprehensive income Comprehensive income (loss) Loss per common share: Basic Diluted Year Ended March 31, 2016 As Previously Reported Adjustment As Restated 24,702 761 1,295 150 26,908 3,269 1,270 4,539 22,369 1,495 20,874 3,112 940 1 499 35 1,221 1 726 6,535 11,358 4,695 635 1,100 1,058 527 8,078 27,451 $ (344) $ — — — (344) — 66 66 (410) — (410) — (521) — — — — — — (521) — — — — — — 666 666 (42) 128 (170) $ (170) $ 738 568 $ (0.05) $ (0.05) $ (1,597) — (1,597) $ (1,597) $ — (1,597) $ (0.43) $ (0.43) $ 24,358 761 1,295 150 26,564 3,269 1,336 4,605 21,959 1,495 20,464 3,112 419 1 499 35 1,221 1 726 6,014 11,358 4,695 635 1,100 1,058 527 8,744 28,117 (1,639) 128 (1,767) (1,767) 738 (1,029) (0.48) (0.48) $ $ $ $ $ $ 61 CONSOLIDATED STATEMENT OF CASH FLOWS $ in thousands except per share data CASH FLOWS FROM OPERATING ACTIVITIES Net loss Adjustments to reconcile net loss to net cash provided by operating activities: Provision for loan losses Stock based compensation expense Depreciation and amortization expense Loss (gain) on sale of real estate owned, net of market value adjustment Gain on sale of securities, net Gain on sale of loans, net Gain on sale of building Market adjustment on held-for-sale loans Amortization and accretion of loan premiums and discounts and deferred charges Amortization and accretion of premiums and discounts - securities Decrease (increase) in accrued interest receivable Decrease (increase) in other assets Increase in other liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Net cash provided by financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Year Ended March 31, 2016 As Previously Reported Adjustment As Restated $ (170) $ (1,597) $ (1,767) 1,495 2 1,415 (35) (1) (499) (1,221) (1) 188 322 (866) (1,915) 2,010 724 (52,036) 63,980 12,668 50,992 63,660 $ $ — — — — — — — — (52) — 942 943 (540) (304) — — (304) (168) (472) $ 1,495 2 1,415 (35) (1) (499) (1,221) (1) 136 322 76 (972) 1,470 420 (52,036) 63,980 12,364 50,824 63,188 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of consolidated financial statement presentation The consolidated financial statements include the accounts of the Company, the Bank and the Bank's wholly-owned or majority-owned subsidiaries, Carver Asset Corporation, CFSB Realty Corp., CCDC, and CFSB Credit Corp. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP). In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statement of financial condition and revenues and expenses for the period then ended. Amounts subject to significant estimates and assumptions are items such as the allowance for loan losses, realization of deferred tax assets, assessment of other-than-temporary impairment of securities, and the fair value of financial instruments. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses or future writedowns of real estate owned may be necessary based on changes in economic conditions in the areas where Carver Federal has extended mortgages and other credit instruments. Actual results could differ significantly from those assumptions. Current market conditions increase the risk and complexity of the judgments in these estimates. In addition, the OCC, Carver Federal's regulator, as an integral part of its examination process, periodically reviews Carver Federal's allowance for loan losses and, if applicable, real estate owned valuations. The OCC may require Carver Federal to recognize additions to the allowance for loan losses or additional writedowns of real estate owned based on their judgments about information available to them at the time of their examination. 62 Cash and cash equivalents For the purpose of reporting cash flows, cash and cash equivalents include cash, amounts due from depository institutions and other short-term instruments with an original maturity of three months or less. The amounts due from depository institutions include a non-interest bearing account held at the Federal Reserve Bank where any additional cash reserve required on demand deposits would be maintained. Currently, this reserve requirement is zero since the Bank's vault cash satisfies cash reserve requirements for deposits. Investment Securities When purchased, investment securities are designated as either investment securities held-to-maturity, available-for- sale or trading. Securities are classified as held-to-maturity and carried at amortized cost only if the Bank has a positive intent and ability to hold such securities to maturity. Securities held-to-maturity are carried at cost, adjusted for the amortization of premiums and the accretion of discounts using the level-yield method over the remaining period until maturity. If not classified as held-to-maturity or trading, securities are classified as available-for-sale based upon management's ability to sell in response to actual or anticipated changes in interest rates, resulting prepayment risk or any other factors. Available- for-sale securities are reported at fair value. Estimated fair values of securities are based on either published or security dealers' market value if available. If quoted or dealer prices are not available, fair value is estimated using quoted or dealer prices for similar securities. Securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value with unrealized gains and losses included in earnings. The Company conducts periodic reviews to identify and evaluate each investment that has an unrealized holding loss. Unrealized holding gains or losses for securities available-for-sale are excluded from earnings and reported net of deferred income taxes in accumulated other comprehensive loss, a component of Stockholders' Equity. Following Financial Accounting Standards Board ("FASB") guidance, the amount of an other-than-temporary impairment when there are credit and non-credit losses on a debt security which management does not intend to sell, and for which it is more 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). During fiscal years 2017 and 2016, no other-than-temporary impairment charges were recorded. Gains or losses on sales of securities of all classifications are recognized based on the specific identification method. Loans Held-for-Sale Loans are only moved to held-for-sale classification upon the determination by Carver to sell a loan. Held-for-sale loans are carried at the lower of cost or market value. The initial charge-off, if any is required, will be taken upon the move to held- for-sale and absorbed through Carver's loan loss reserve. The need for further charge-offs is periodically evaluated if the loan remains classified as held-for-sale for an extended period of time using the valuation methodologies identified below. Any subsequently required charge-off is processed as a mark-to-market adjustment. The valuation methodology for loans held-for- sale varies based upon the circumstances. Held-for-sale values may be based upon accepted offer amounts, appraised value of underlying mortgaged premises, prior loan loss experience of Carver in connection with recent loan sales for the loan type in question, and/or other acceptable valuation methods. Loans Receivable Loans receivable are carried at unpaid principal balances plus unamortized premiums, purchase accounting mark-to- market adjustments, 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 63 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 is restored to accrual status when principal and interest payments become less than 90 days past due and its future collectability is reasonably assured. If the Bank determines that there is an impairment dollar amount, the Bank next determines whether the amount of impairment is permanent. The amount of impairment determined to be permanent is charged off within the given fiscal quarter. All other amounts are recorded as a specific valuation allowance (“SVA”) reserve. Generally the amount of the loan and negative escrow in excess of the appraised value, for the fair value of collateral valuation method, is determined to be permanent and charged off. The amount attributable to the expected cost to sell, is recorded as a specific valuation allowance. In the event the Bank is using the collateral dependent determination for the dollar amount of impairment and the Bank does not have an accepted appraisal (for example, the Bank may utilize a broker’s price opinion), the Bank generally will treat all dollar amounts identified as impaired to be other than a permanent impairment and the full impaired amount will be recorded as a specific valuation allowance. For impairment amounts calculated utilizing the present value of expected future cash flows, the dollar amount of impairment is recorded as a specific valuation allowance. Allowance for Loan and Lease Losses ("ALLL") The adequacy of the Bank's ALLL is determined, in accordance with the Interagency Policy Statement on the Allowance for Loan and Lease Losses (the “Interagency Policy Statement”) released by the OCC on December 13, 2006 and in accordance with ASC Subtopics 450-20 "Loss Contingencies" and 310-10 "Accounting by Creditors for Impairment of a Loan." Compliance with the Interagency Policy Statement includes management's review of the Bank's loan portfolio, including the identification and review of individual problem situations that may affect a borrower's ability to repay. In addition, management reviews the overall portfolio quality through an analysis of delinquency and non-performing loan data, estimates of the value of underlying collateral, current charge-offs and other factors that may affect the portfolio, including a review of regulatory examinations, an assessment of current and expected economic conditions and changes in the size and composition of the loan portfolio. The ALLL reflects management's evaluation of the loans presenting identified loss potential, as well as the risk inherent in various components of the portfolio. There is significant judgment applied in estimating the ALLL. These assumptions and estimates are susceptible to significant changes based on the current environment. Further, any change in the size of the loan portfolio or any of its components could necessitate an increase in the ALLL even though there may not be a decline in credit quality or an increase in potential problem loans. As such, there can never be assurance that the ALLL accurately reflects the actual loss potential inherent in a loan portfolio. General Reserve Allowance Carver's maintenance of a general reserve allowance in accordance with ASC Subtopic 450-20 includes the Bank's evaluating the risk to loss potential of homogeneous pools of loans based upon historical loss factors and a review of nine different environmental factors that are then applied to each pool. The pools of loans (“Loan Type”) are: • 1-4 Family • Multifamily • Commercial Real Estate • Construction • Business Loans • SBA Loans • Other (Consumer and Overdraft Accounts) The pools are further segregated into the following risk rating classes: Pass Special Mention Substandard • • • • Doubtful 64 • Loss The Bank next applies to each pool a risk factor that determines the level of general reserves for that specific pool. The Bank estimates its historical charge-offs via a lookback analysis. The actual historical loss experience by major loan category is expressed as a percentage of the outstanding balance of all loans within the category. As the loss experience for a particular loan category increases or decreases, the level of reserves required for that particular loan category also increases or decreases. The Bank’s historical charge-off rate reflects the period over which the charge-offs were confirmed and recognized, not the period over which the earlier losses occurred. That is, the charge-off rate measures the confirmation of losses over a period that occurs after the earlier actual losses. During the period between the loss-causing events and the eventual confirmations of losses, conditions may have changed. There is always a time lag between the period over which average charge-off rates are calculated and the date of the financial statements. During that period, conditions may have changed. Another factor influencing the General Reserve is the Bank’s Loss Emergence Period ("LEP") assumptions which represent the Bank’s estimate of the average amount of time from the point at which a loss is incurred to the point at which the loss is confirmed, either through the identification of the loss or a charge-off. Based upon adequate management information systems and effective methodologies for estimating losses, management has established a LEP floor of one year on all pools. In some pools, such as Commercial Real Estate, Multifamily and Business, the Bank demonstrates an LEP in excess of 12 months. Because actual loss experience may not adequately predict the level of losses inherent in a portfolio, the Bank reviews nine qualitative factors to determine if reserves should be adjusted based upon any of those factors. As the risk ratings worsen, some of the qualitative factors tend to increase. The nine qualitative factors the Bank considers and may utilize are: 1. Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses (Policy & Procedures). 2. Changes in relevant economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments (Economy). 3. Changes in the nature or volume of the loan portfolio and in the terms of loans (Nature & Volume). 4. Changes in the experience, ability, and depth of lending management and other relevant staff (Management). 5. Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified loans (Problem Assets). 6. Changes in the quality of the loan review system (Loan Review). 7. Changes in the value of underlying collateral for collateral dependent loans (Collateral Values). 8. The existence and effect of any concentrations of credit and changes in the level of such concentrations (Concentrations). 9. The effect of other external forces such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio (External Forces). The following discussion describes the general risks associated with the Bank’s lending activities: • 1-4 Family - Carver Federal purchases first mortgage loans secured by one-to-four family properties that serve as the primary residence of the owner, The loans are underwritten in accordance with applicable secondary market underwriting guidelines and requirements for sale. These loans present a moderate level of risk due primarily to general economic conditions. • Multifamily - Carver Federal originates and purchases multifamily loans. These loans can be affected by economic conditions and the value of the underlying properties. The Bank primarily considers the property's ability to generate net operating income sufficient to support the debt service, the financial resources, income level and managerial expertise of the borrower, the marketability of the property and the Bank's lending experience with the borrower. • Commercial - Commercial real estate 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 commercial real estate ("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. Commercial real estate 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. 65 • Construction - The Bank has historically originated or participated in construction loans for new construction and renovation of multifamily buildings, residential developments, community service facilities, churches, and affordable housing programs. The loans provide for disbursement in stages as construction is completed. Borrowers must satisfy all credit requirements that apply to the Bank's permanent mortgage loan financing for the mortgaged property. Carver Federal has additional criteria for construction loans including an engineer's plan and periodic cost reviews on all construction budgets for loans. Construction loans present an increased level of risk from the effect of general economic conditions and uncertainties surrounding total construction costs. The Bank is not actively engaged in the origination of construction loans and does not pursue the purchase of them. • Business - The Bank originates and purchases business and SBA loans primarily to businesses located in its primary market area and surrounding areas. Business loans are typically personally guaranteed by the owners and may also be secured by additional collateral, including real estate, equipment and inventory. Business loans are also subject to increased risk from the effect of general economic conditions. • Consumer - The majority of the Consumer portfolio are student loans which are indemnified by a bond surety company which is contractually obligated to ensure all past due principal and interest payments on all loans from six months from the date of which the claim is received. Specific Reserve Allowance Carver also maintains a specific reserve allowance for criticized and classified loans individually reviewed for impairment in accordance with ASC Subtopic 310-10 guidelines. The amount assigned to the specific reserve allowance is individually determined based upon the loan. The ASC Subtopic 310-10 guidelines require the use of one of three approved methods to estimate the amount to be reserved and/or charged off for such credits. The three methods are as follows: 1. The present value of expected future cash flows discounted at the loan's effective interest rate, 2. The loan's observable market price; or 3. The fair value of the collateral if the loan is collateral dependent. The Bank may choose the appropriate ASC Subtopic 310-10 measurement on a loan-by-loan basis for an individually impaired loan, except for an impaired collateral dependent loan. Guidance requires impairment of a collateral dependent loan to be measured using the fair value of collateral method. A loan is considered "collateral dependent" when the repayment of the debt will be provided solely by the underlying collateral, and there are no other available and reliable sources of repayment. Criticized and classified loans with at risk balances of $500,000 or more and loans below $500,000 that the Chief Credit Officer deems appropriate for review, are identified and reviewed for individual evaluation for impairment in accordance with ASC Subtopic 310-10. Carver also performs impairment analysis for all troubled debt restructurings (“TDRs”). All TDRs are classified as impaired. For non-TDRs, if it is determined that it is probable the Bank will be unable to collect all amounts due according with the contractual terms of the loan agreement, the loan is categorized as impaired. If the loan is determined to be not impaired, it is then placed in the appropriate pool of criticized and classified loans to be evaluated collectively for impairment. Loans determined to be impaired are evaluated to determine the amount of impairment based on one of the three measurement methods noted above. The Bank then determines whether the impairment amount is permanent, in which case the loan is written down by the amount of the impairment, or if it is other than permanent, in which case the Bank establishes a specific valuation reserve that is included in the total ALLL. In accordance with guidance, if there is no impairment amount, no reserve is established for the loan. Troubled Debt Restructured Loans TDRs are those loans whose terms have been modified because of deterioration in the financial condition of the borrower and a concession is made. Modifications could include extension of the terms of the loan, reduced interest rates, capitalization of interest and forgiveness of accrued interest and/or principal. Once an obligation has been restructured because of such credit problems, it continues to be considered restructured until paid in full. For cash flow dependent loans, the Bank records a specific valuation allowance reserve equal to the difference between the present value of estimated future cash flows under the restructured terms discounted at the loan's original effective interest rate, and the loan's original carrying value. For a collateral dependent loan, the Bank records an impairment charge when the current estimated fair value of the property that collateralizes the impaired loan, if any, is less than the recorded investment in the loan. TDR loans remain on nonaccrual status until they have performed in accordance with the restructured terms for a period of at least six months. 66 Representation and Warranty Reserve During the period 2004 through 2009, the Bank originated 1-4 family residential mortgage loans and sold the loans to the Federal National Mortgage Association (“FNMA”). The loans were sold to FNMA with the standard representations and warranties for loans sold to the Government Sponsored Entities (GSEs). The Bank may be required to repurchase these loans in the event of breaches of these representations and warranties. In the event of a repurchase, the Bank is typically required to pay the unpaid principal balance as well as outstanding interest and fees. The Bank then recovers the loan or, if the loan has been foreclosed, the underlying collateral. The Bank is exposed to any losses on repurchased loans after giving effect to any recoveries on the collateral. Management has established a representation and warranty reserve for losses associated with the repurchase of mortgage loans sold by the Bank to FNMA that we consider to be both probable and reasonably estimable. These reserves are reported in the consolidated statement of financial condition as a component of other liabilities. The calculation of the reserve is based on estimates, which are uncertain, and require the application of judgment. In establishing the reserves, we consider a variety of factors, including those loans that are under review by FNMA that have not yet received a repurchase request. The Bank tracks the FNMA claims monthly and evaluates the reserve on a quarterly basis. Segment Reporting The Company has determined that all of its activities constitute one reportable operating segment. Concentration of Risk The Bank's principal lending activities are concentrated in loans secured by real estate, a substantial portion of which is located in New York City. Accordingly, the ultimate collectability of a substantial portion of the Company's loan portfolio is susceptible to changes in New York's real estate market conditions. Qualitative factors in the ALLL calculation incorporate the Bank's concentration risk. Office Properties and Equipment Office properties and equipment are comprised of land, at cost, and buildings, building improvements, furnishings and equipment and leasehold improvements, at cost less accumulated depreciation and amortization. Depreciation and amortization charges are computed using the straight-line method over the following estimated useful lives: Buildings and improvements Furnishings and equipment Leasehold improvements 10 to 25 years 3 to 5 years Lesser of useful life or remaining term of lease Maintenance, repairs and minor improvements are charged to non-interest expense in the period incurred. Federal Home Loan Bank Stock The FHLB-NY has assigned to the Bank a mandated membership stock purchase, based on the Bank's asset size. In addition, for all borrowing activity, the Bank is required to purchase shares of FHLB-NY non-marketable capital stock at par. Such shares are redeemed by FHLB-NY at par with reductions in the Bank's borrowing levels. We do not consider these shares to be other-than-temporarily impaired at March 31, 2017. The Bank carries this investment at historical cost. Mortgage Servicing Rights All separately recognized servicing assets totaled $192 thousand and $201 thousand, respectively, at March 31, 2017 and 2016, and are included in Other Assets in the consolidated statements of financial condition and measured at fair value. Servicing fee income of $61 thousand and $68 thousand, respectively, was recognized during the years ended March 31, 2017 and 2016, and is included in Other Non-Interest Income in the consolidated statements of operations. Other Real Estate Owned 67 Real estate acquired by foreclosure or deed-in-lieu of foreclosure is recorded at fair value at the date of acquisition less estimated selling costs. Any subsequent adjustments will be to the lower of cost or market. The fair value of such assets is determined based primarily upon independent appraisals and other relevant factors. The amounts ultimately recoverable from real estate owned could differ from the net carrying value of these properties because of economic conditions. Costs incurred to improve properties or prepare them for sale are capitalized. Revenues and expenses related to the holding and operating of properties are recognized in operations as earned or incurred. Gains or losses on sale of properties are recognized as incurred. Income Taxes The Company records income taxes in accordance with ASC 740 “Income Taxes,” as amended, using the asset and liability method. Income tax expense (benefit) consists of income taxes currently payable (receivable) and deferred income taxes. Temporary differences between the basis of assets and liabilities for financial reporting and tax purposes are measured as of the balance sheet date. Deferred tax liabilities or recognizable deferred tax assets are calculated on such differences, using current statutory rates, which result in future taxable or deductible amounts. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Where applicable, deferred tax assets are reduced by a valuation allowance for any portion determined not likely to be realized. This valuation allowance would subsequently be adjusted by a charge or credit to income tax expense as changes in facts and circumstances warrant. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Any interest expense or penalties would be recorded as interest expense. Earnings (Loss) per Common Share The Company has preferred stock series D shares which if exercised could convert to common stock and are therefore considered to be participating securities. Basic earnings (loss) per share (“EPS”) is computed using the two class method. This calculation divides net income (loss) available to common stockholders after the allocation of undistributed earnings to the participating securities by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. These potentially dilutive shares are then included in the weighted average number of shares outstanding for the period. Dilution calculations are not applicable to net loss periods. Preferred and Common Dividends The Company is prohibited from paying any dividends without prior regulatory approval pursuant to the terms of the Formal Agreement and Resolution to which it is subject, and is generally subject to regulations governing the payment of dividends. See Item 1 - Business - Regulation and Supervision - Enforcement Actions. There are no assurances that the payments of common stock dividends will resume. Treasury Stock Treasury stock is recorded at cost and is presented as a reduction of stockholders' equity. Stock Compensation Plans The Company currently has multiple stock plans in place for employees and directors of the Company. U.S. GAAP requires that the compensation cost related to share-based payment transactions be recognized in financial statements. The share- based compensation accounting guidance requires that compensation cost for all stock awards be calculated and recognized over a defined vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite vesting period for the entire award. A Black-Scholes model is used to estimate the fair value of stock options, while the market price of the Company's common stock at the date of grant is used for restricted stock awards. Off-Balance Sheet Financial Instruments In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the consolidated statements of condition when they are funded. NMTC fee income 68 The fee income the Company receives related to the transfers of its New Market Tax Credits ("NMTC") varies with each transaction, but all are similar in nature. There are two basic types of fees associated with these transactions. The first is a “sub-allocation fee” that is paid to CCDC when the tax credits are allocated to a subsidiary entity at the time a qualified equity investment is made. This fee is recognized by the Company at the time of allocation. The second type of fee is paid to cover the administrative and servicing costs associated with CCDC's compliance with NMTC reporting requirements. This fee is recognized as the services are rendered. Advertising Costs The Company follows the policy of charging the costs of advertising to expense as incurred. Transfers of Financial Assets Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Impact of Recent Accounting Standards Not Yet Adopted In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard, as modified and augmented by subsequently issued pronouncements (ASUs 2016-08, 2016-10, 2016-12, 2016-20, 2017-05 and 2017-13) is effective for annual periods beginning after December 15, 2017 ( April 1, 2018 for the Company), and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently planning to use the retrospective approach with the cumulative effect adjustment approach to uncompleted contracts at the date of adoption. Management continues to assess the impact that this guidance will have on its consolidated financial statements and related disclosures. Preliminarily, the Company has concluded the (1) a substantial majority of the Company's revenue is comprised of interest income on financial assets, which is explicitly excluded from the scope of ASU 2014-09 and (2) based on our understanding of the standard and subsequent modification and the nature of our non-interest revenue, many elements of non-interest income will be unaffected. However, at this stage, we have not yet performed detailed analysis on contracts that underly the potentially impacted accounts and, accordingly, cannot make a formal assessment of the impact thereon. Adoption of the new standard will require expanded disclosures. In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments will (1) require equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (3) eliminate the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (4) require public business entities to use an exit price notion when measuring the fair value of financial instruments for disclosure purposes, (5) require an entity to separately present in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (6) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements, and (7) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. ASU No. 2016-01 is effective for fiscal years beginning after December 15, 2017 (for the Company, the fiscal year ended March 31, 2019), including interim periods within those fiscal years. The adoption of this standard by public entities is permitted as of the beginning of the year of adoption for selected amendments, including the amendment related to unrealized gains and losses on equity securities, by a cumulative 69 effect adjustment to the statement of financial condition. At March 31, 2017, we had unrealized losses on equity securities of $496 thousand, or 1.0% of stockholders' equity. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." From the lessee's perspective, the new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for a lessee. From the lessor's perspective, the new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor doesn't convey risks and rewards or control, an operating lease results. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company currently expects that upon adoption of ASU 2016-02, ROU assets and lease liabilities will be recognized in the consolidated balance sheet in amounts that will be material. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Loss," which updates the guidance on recognition and measurement of credit losses for financial assets. The new requirements, known as the current expected credit loss model ("CECL") will require entities to adopt an impairment model based on expected losses rather than incurred losses. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of the new standard on its consolidated statements of financial condition and results of operations. In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," a consensus of the FASB's Emerging Issues Task Force. The update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows, and provides guidance on how the following cash receipts and payments should be presented and classified in the statement of cash flows: debt prepayment or debt extinguishment costs, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, settlements of insurance claims, settlements of corporate-owned and bank-owned life insurance policies, distributions received from equity method investees, and beneficial interests in securitization transactions. The ASU also clarifies when an entity should separate cash receipts and payments and classify them into more than one class of cash flows. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of the new standard on its consolidated statement of cash flows. In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," to require that a statement of cash flows explain the change during the period in restricted cash or restricted cash equivalents, in addition to changes in cash and cash equivalents. The update provides guidance that restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU No. 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company has completed its assessment of the impact of adopting of ASU 2016-18 and expects that as a result of adopting the ASU, the Company will reclassify beginning-of-period and end-of-period balances in the statement of cash flows to include restricted cash in addition to cash and cash equivalents at amounts that will not be material to the consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-08, "Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities," which shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The amendments are effective for fiscal years beginning after December 15, 2018 (for the Company, the fiscal year ending March 31, 2020), and interim periods within those fiscal years. Based on the management's review of the securities in the Company's portfolio at March 31, 2017, the adoption of the standard is not expected to have a material impact on the Company's consolidated statements of financial condition and results of operations. In May 2017, the FASB issued ASU No. 2017-09, "Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting," which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The adoption of the standard is not expected to have a material impact on the Company's consolidated statements of financial condition and results of operations. NOTE 3. INVESTMENT SECURITIES 70 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. ASC Subtopic 320-10-25 requires that securities be classified into three categories: trading, held-to-maturity, and available-for-sale. At March 31, 2017, $59.0 million, or 81.5%, of the Bank’s total securities were classified as available-for-sale, and the remaining $13.4 million, or 18.5%, were classified as held-to-maturity. The Bank had no securities classified as trading at March 31, 2017 and March 31, 2016. The following table sets forth the amortized cost and estimated fair value of securities available-for-sale and held-to- maturity at March 31, 2017: $ in thousands Available-for-Sale: Mortgage-backed securities: Government National Mortgage Association Federal Home Loan Mortgage Corporation Federal National Mortgage Association Other Total mortgage-backed securities U.S. Government Agency Securities Corporate Bonds Other investments (1) Total available-for-sale Held-to-Maturity*: Mortgage-backed securities: Government National Mortgage Association Federal National Mortgage Association Total held-to-maturity mortgage-backed securities Corporate Bonds Total held-to-maturity Total securities Amortized Cost Gross Unrealized Gains Losses Fair Value $ $ 2,576 8,053 27,241 45 37,915 7,574 5,104 10,358 60,951 1,797 10,638 12,435 1,000 13,435 74,386 $ $ — $ — — — — — — — — 86 12 98 24 122 122 $ 89 195 928 — 1,212 92 140 496 1,940 — 60 60 — 60 2,000 $ $ 2,487 7,858 26,313 45 36,703 7,482 4,964 9,862 59,011 1,883 10,590 12,473 1,024 13,497 72,508 * The carrying amount and amortized cost are the same for all held-to-maturity securities, as no OTTI has been recorded. (1) Primarily comprised of an investment in a CRA fund with 95% of its underlying investments consisting of government and agency backed securities. The following table sets forth the amortized cost and estimated fair value of securities available-for-sale and held-to- maturity at March 31, 2016: 71 $ in thousands Available-for-Sale: Mortgage-backed securities: Government National Mortgage Association Federal Home Loan Mortgage Corporation Federal National Mortgage Association Other Total mortgage-backed securities U.S. Government Agency Securities Other investments (1) Total available-for-sale Held-to-Maturity*: Mortgage-backed securities: Government National Mortgage Association Federal National Mortgage Association and Other Total held-to-maturity mortgage-backed securities Corporate Bonds Total held-to-maturity Total securities Amortized Cost Gross Unrealized Gains Losses Fair Value $ $ 4,578 7,778 7,860 45 20,261 26,077 10,148 56,486 2,379 11,932 14,311 1,000 15,311 71,797 $ $ 45 — — — 45 27 — 72 150 192 342 — 342 414 $ $ — $ 100 36 — 136 35 207 378 — — — — — 378 $ 4,623 7,678 7,824 45 20,170 26,069 9,941 56,180 2,529 12,124 14,653 1,000 15,653 71,833 * The carrying amount and amortized cost are the same for all held-to-maturity securities, as no OTTI has been recorded. (1) Primarily comprised of an investment in a CRA fund with 95% of its underlying investments consisting of government and agency backed securities. The following is a summary regarding proceeds, gross gains and gross losses realized from the sale of securities from the available-for-sale portfolio for the years ended March 31: $ in thousands Proceeds Gross gains Gross losses $ 2017 2016 $ 7,259 58 — 4,951 2 1 There were no sales of held-to-maturity securities in fiscal years 2017 or 2016. The Bank's investment portfolio is comprised primarily of fixed-rate mortgage-backed securities guaranteed by a Government Sponsored Enterprise (“GSE”) as issuer and Agency securities. Carver maintains a portfolio of mortgage-backed securities in the form of Government National Mortgage Association (“GNMA”) pass-through certificates, Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) participation certificates. GNMA pass-through certificates are guaranteed as to the payment of principal and interest by the full faith and credit of the United States Government, while FNMA and FHLMC certificates are each guaranteed by their respective agencies as to principal and interest. Based on the high quality of the Bank's investment portfolio, current market conditions have not significantly impacted the pricing of the portfolio or the Bank's ability to obtain reliable prices. During fiscal year 2017, the Bank invested $5.1 million in corporate bonds of reputable financial institutions to diversify its available-for-sale portfolio. At March 31, 2017, the Bank pledged securities of $34.3 million as collateral for advances from the FHLB-NY and security repurchase agreements. The following table sets forth the unrealized losses and fair value of securities in an unrealized loss position at March 31, 2017 for less than 12 months and 12 months or longer: 72 $ in thousands Available-for-Sale: Mortgage-backed securities U.S. Government Agency Securities Corporate bonds Other investments (1) Total available-for-sale securities Less than 12 months Fair Value Unrealized Losses 12 months or longer Fair Value Unrealized Losses Total Unrealized Losses Fair Value $ $ 1,171 92 140 — 1,403 $ $ 34,716 7,482 4,964 — 47,162 $ $ 41 — — 496 537 $ $ 1,942 — — 9,504 11,446 $ $ 1,212 92 140 496 1,940 $ $ 36,658 7,482 4,964 9,504 58,608 Held-to-Maturity: Mortgage-backed securities 7,623 7,623 7,623 7,623 66,231 54,785 (1) Primarily comprised of an investment in a CRA fund with 95% of its underlying investments consisting of government and agency backed Total held-to-maturity securities Total securities — $ — 11,446 — $ — 537 60 60 2,000 60 60 1,463 $ $ $ $ $ $ $ $ $ $ securities. The following table sets forth the unrealized losses and fair value of securities in an unrealized loss position at March 31, 2016 for less than 12 months and 12 months or longer: Less than 12 months Fair Value Unrealized Losses 12 months or longer Fair Value Unrealized Losses Total Unrealized Losses Fair Value $ in thousands Available-for-Sale: 15,502 Mortgage-backed securities 14,238 U.S. Government Agency Securities Other investments (1) 9,793 39,533 Total available-for-sale securities (1) Primarily comprised of an investment in a CRA fund with 95% of its underlying investments consisting of government and agency backed 15,502 11,242 9,793 36,537 2,996 — 2,996 136 35 207 378 136 32 207 375 3 — 3 — $ — $ $ $ $ $ $ $ $ $ $ $ securities. A total of 33 securities had an unrealized loss at March 31, 2017 compared to 13 at March 31, 2016. Mortgage-backed securities represented 62.5% of total available-for-sale securities in an unrealized loss position at March 31, 2017. There was one mortgage-backed security and one investment in a CRA fund that had an unrealized loss position for more than 12 months, and five corporate bonds that had an unrealized loss position for less than 12 months at March 31, 2017. The cause of the temporary impairment is directly related to changes in interest rates. In general, as interest rates decline, the fair value of securities will rise, and conversely as interest rates rise, the fair value of securities will decline. Management considers fluctuations in fair value as a result of interest rate changes to be temporary, which is consistent with the Bank's experience. The impairments are deemed temporary based on the direct relationship of the change in fair value to movements in interest rates, the life of the investments and their high credit quality. Given the high credit quality of the securities which are backed by the U.S. government's guarantees, and the corporate securities which are all reputable institutions in good financial standing, the risk of credit loss is minimal. Management believes that these unrealized losses are a direct result of the current rate environment and has the ability and intent to hold the securities until maturity or the valuation recovers. The amount of an other-than-temporary impairment when there are credit and non-credit losses on a debt security which management does not intend to sell, and for which it is more likely than not that the Company will not be required to sell the security prior to the recovery of the non-credit impairment is accounted for as follows: (1) the portion of the total impairment that is attributable to the credit loss would be recognized in earnings, and (2) the remaining difference between the debt security's amortized cost basis and its fair value would be included in other comprehensive income (loss). At March 31, 2017 and 2016, the Bank does not have any securities that are classified as having other-than-temporary impairment in its investment portfolio. The following is a summary of the carrying value (amortized cost) and fair value of securities at March 31, 2017, 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. 73 1.65% 2.01% 1.60% 1.70% 2.99% 2.43% 2.71% 24% 16% 47% 1% 12% —% 100% $ in thousands Available-for-Sale: One through five years Five through ten years After ten years Held-to-maturity: Five through ten years After ten years Amortized Cost Fair Value Weighted Average Yield $ $ 5,065 14,284 41,602 60,951 6,529 6,906 13,435 $ $ 4,979 13,874 40,158 59,011 6,588 6,909 13,497 NOTE 4. LOANS RECEIVABLE, NET The following is a summary of loans receivable, net of allowance for loan losses, and loans held-for-sale at March 31: $ in thousands Gross loans receivable: One-to-four family - Restated (a) Multifamily - Restated (a) Commercial real estate - Restated (a) Construction Business - Restated (a) (1) Consumer (2) Total loans receivable Unamortized premiums, deferred costs and fees, net March 31, 2017 March 31, 2016 Restated (a) Amount % Amount % $ 132,679 87,824 241,794 4,983 65,151 8,994 541,425 4,127 24% $ 16% 45% 1% 12% 2% 100% 141,229 94,210 272,427 5,033 71,038 42 583,979 4,649 Allowance for loan losses Total loans receivable, net (5,060) 540,492 $ (5,232) 583,396 $ Loans held-for-sale - Restated (a) (a) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. 2,436 944 $ $ Refer to Notes 1 and 19 for further detail. (1) Includes business overdrafts of $76 thousand and $103 thousand as of March 31, 2017 and 2016, respectively (2) Includes consumer overdrafts of $22 thousand and $39 thousand as of March 31, 2017 and 2016, respectively Substantially all of the Bank's real estate loans receivable are principally secured by properties located in New York City. Accordingly, as with most financial institutions in the market area, the ultimate collectability of a substantial portion of the Company's loan portfolio is susceptible to changes in market conditions in this area. Real estate mortgage loan portfolios (one-to-four family) serviced for Federal National Mortgage Association (“FNMA”) and other third parties are not included in the accompanying consolidated financial statements. The unpaid principal balances of these loans aggregated $25.7 million and $28.1 million at March 31, 2017 and 2016, respectively. At March 31, 2017 the Bank pledged $25.6 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, 2017: 74 $ in thousands Allowance for loan losses: Beginning Balance Charge-offs Recoveries Provision for (Recovery of) Loan Losses Ending Balance Allowance for Loan Losses Ending Balance: collectively evaluated for impairment Allowance for Loan Losses Ending Balance: individually evaluated for impairment Loan Receivables Ending Balance Ending Balance: collectively evaluated for impairment Ending Balance: individually evaluated for impairment One-to-four family Multifamily Commercial Real Estate Construction Business Consumer Total $ $ 1,697 $ 106 — 72 622 338 — 929 $ 1,808 $ — 20 (332) 62 — — 44 $ 1,022 $ — 304 (753) 1,663 $ 1,213 $ 1,496 $ 106 $ 573 $ 1,357 1,207 1,490 106 532 306 6 6 — 41 21 85 4 69 9 7 2 $ 5,232 529 328 29 $ 5,060 4,699 361 $ 134,927 $ 88,750 $ 242,818 $ 4,949 $ 65,114 $ 8,994 $545,552 129,420 87,148 239,323 4,949 61,027 8,992 530,859 5,507 1,602 3,495 — 4,087 2 14,693 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, 2016: $ in thousands Allowance for loan losses: Beginning Balance Charge-offs Recoveries Provision for (Recovery of) Loan Losses Ending Balance Allowance for Loan Losses Ending Balance: collectively evaluated for impairment Allowance for Loan Losses Ending Balance: individually evaluated for impairment One-to-four family Multifamily Commercial Real Estate Construction Business Consumer Total $ $ 1,970 389 113 3 1,697 $ $ 1,602 95 $ $ 502 340 — 460 622 622 — 1,029 — 9 770 1,808 $ $ 1,787 21 99 — — (37) 62 $ $ 813 176 578 (193) 1,022 $ $ 62 — 548 474 15 517 31 492 21 21 — $ 4,428 1,422 731 1,495 $ 5,232 4,642 590 Loan Receivables Ending Balance - Restated (1) Ending Balance: collectively evaluated for impairment - Restated (1) Ending Balance: individually evaluated for impairment (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. $ 70,953 267,106 143,653 273,400 139,017 95,580 64,087 93,811 5,000 6,294 5,000 4,636 6,866 1,769 — 42 — 42 $ $ $ $ $ $588,628 569,063 19,565 Refer to Notes 1 and 19 for further detail. At March 31, 2017 and 2016, the recorded investment in impaired loans was $14.7 million and $19.6 million, respectively. The related allowance for loan losses for these impaired loans was approximately $361 thousand and $590 thousand at March 31, 2017 and 2016, respectively. Interest income of $404 thousand and $476 thousand for fiscal years 2017 and 2016 respectively, would have been recorded on impaired loans had they performed in accordance with their original terms. The following is a summary of nonaccrual loans at March 31, 2017 and 2016. 75 $ in thousands Loans accounted for on a nonaccrual basis: Gross loans receivable: One-to-four family Multifamily Commercial real estate Business Consumer Total nonaccrual loans March 31, 2017 March 31, 2016 $ $ 3,899 $ 1,602 993 1,922 2 2,947 1,769 5,338 3,896 — 8,418 $ 13,950 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 loans where borrowers have been granted concessions in regards to the terms of their loans due to financial or other difficulties, which rendered them unable to repay their loans under the original contractual terms. Total TDR loans at March 31, 2017 were $6.4 million, $2.5 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, 2016, total TDR loans were $7.8 million, of which $2.2 million were non-performing. At March 31, 2017, other non-performing assets totaled $1.9 million which consisted of other real estate owned ("OREO") properties and held-for-sale loans. At March 31, 2017, other real estate owned valued at $990 thousand comprised of eight foreclosed properties, compared to $1.0 million comprised of seven properties at March 31, 2016. Other real estate loans is included in other assets in the consolidated statements of financial condition. At March 31, 2017, held-for-sale loans totaled $944 thousand, compared to $2.4 million at March 31, 2016. 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, 2017, and based on the most recent analysis performed in the current quarter, the risk category by class of loans is as follows: 76 $ in thousands Credit Risk Profile by Internally Assigned Grade: Multifamily Commercial Real Estate Construction Business Pass Special Mention Substandard Doubtful Loss Total Credit Risk Profile Based on Payment Activity: Performing Non-Performing Total $ $ 87,148 — 1,082 520 — 88,750 One-to-four family $ $ 131,028 3,899 134,927 $ $ $ $ 238,552 771 3,495 — — 242,818 $ $ 4,949 — — — — 4,949 $ $ 58,555 133 6,426 — — 65,114 Consumer 8,992 2 8,994 As of March 31, 2016, and based on the most recent analysis performed, the risk category by class of loans is as follows: $ in thousands Credit Risk Profile by Internally Assigned Grade: Multifamily Restated (1) Commercial Real Estate Restated (1) Construction Business Restated (1) Pass - Restated (1) Special Mention Substandard Doubtful Loss Total $ $ 93,811 — 1,769 — — 95,580 One-to-four family Restated (1) 262,867 4,239 6,294 — — 273,400 $ $ 5,000 — — — — 5,000 $ $ 61,092 2,039 7,822 — — 70,953 Consumer Credit Risk Profile Based on Payment Activity: Performing - Restated (1) Non-Performing $ 140,706 2,947 143,653 42 — 42 Total (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. $ $ Refer to Notes 1 and 19 for further detail. The following table presents an aging analysis of the recorded investment of past due financing receivable as of March 31, 2017. $ in thousands One-to-four family Multifamily Commercial real estate Construction Business Consumer Total 30-59 Days Past Due 60-89 Days Past Due 90 or More Days Past Due Total Past Due Current Total Financing Receivables $ 2,094 $ 247 $ 3,022 $ 5,363 $ 129,564 $ — — — — 1 — — — 429 — 803 — — 1,500 2 803 — — 1,929 3 87,947 242,818 4,949 63,185 8,991 134,927 88,750 242,818 4,949 65,114 8,994 $ 2,095 $ 676 $ 5,327 $ 8,098 $ 537,454 $ 545,552 The following table presents an aging analysis of the recorded investment of past due financing receivable as of March 31, 2016. 77 $ $ $ $ 30-59 Days Past Due 60-89 Days Past Due $ in thousands One-to-four family - Restated (1) 143,653 Multifamily - Restated (1) 95,580 Commercial real estate - Restated (1) 273,400 Construction 5,000 Business - Restated (1) 70,953 Consumer 42 Total - Restated (1) 588,628 (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. — $ — 3,410 — 307 — 3,717 3,614 1,769 4,299 — 4,774 2 14,458 986 — 889 — 2,495 2 4,372 90 or More Days Past Due 2,628 1,769 — — 1,972 — 6,369 Current Restated (1) 140,039 $ 93,811 269,101 5,000 66,179 40 574,170 Total Past Due $ $ $ $ $ $ $ $ $ Total Financing Receivables Restated (1) Refer to Notes 1 and 19 for further detail. At March 31, 2017 and 2016, 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, 2017 and 2016. 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. $ in thousands With no specific allowance recorded: One-to-four family Multifamily Commercial real estate Business Consumer With an allowance recorded: One-to-four family Multifamily Commercial real estate Business Consumer Total Impaired Loans by Class At March 31, 2017 Unpaid Principal Balance Recorded Investment Associated Allowance Recorded Investment 2016 Unpaid Principal Balance Associated Allowance $ $ 3,416 1,596 993 1,923 — 2,091 6 2,502 2,164 2 14,693 $ $ 4,210 2,081 993 1,968 — 2,215 6 2,502 2,164 2 16,141 $ $ — $ — — — — 306 6 6 41 2 361 $ 2,909 1,769 5,405 4,223 — 1,727 — 889 2,643 — 19,565 $ $ 4,101 2,122 5,572 4,403 — 1,727 — 889 2,643 — 21,457 $ $ — — — — — 95 — 21 474 — 590 The following table presents information on average balances on impaired loans and the interest income recognized for the years ended March 31, 2017 and 2016. 78 $ in thousands With no specific allowance recorded: One-to-four family Multifamily Commercial real estate Business With an allowance recorded: One-to-four family Multifamily Commercial real estate Business Consumer Total For the years ended March 31, 2017 2016 Average Balance Interest Income recognized Average Balance Interest Income recognized $ $ 3,078 1,747 1,774 3,619 2,128 1 1,427 2,187 1 15,961 $ $ 14 6 17 142 5 — — 26 — 210 $ $ 2,835 1,463 2,935 3,662 1,725 — 895 2,340 — 15,855 $ $ 17 17 — 93 25 — 43 85 — 280 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 TDR modifications during the 12 month period ended March 31, 2017. The following table presents an analysis of those loan modifications that were classified as TDRs during the twelve month period ended March 31, 2016: Modifications to loans during the years ended March 31, 2016 Pre- modification outstanding recorded investment Post- Modification Recorded investment Number of loans 2 2 $ 429 429 $ 456 456 $ in thousands One-to-four family Total Pre- Modification rate Post- Modification rate 4.08% 4.89% In an effort to proactively manage delinquent loans, Carver has selectively extended to certain borrowers concessions such as extensions, rate reductions or forbearance agreements. For the fiscal year ended March 31, 2016, two 1-4 family loans totaling $429 thousand were modified. There were no loans at March 31, 2017 and March 31, 2016 that had been modified and subsequently defaulted. For the fiscal year ended March 31, 2017, there were 11 loans in the TDR portfolio totaling $3.9 million that were on accrual status as the Company has determined that the future collection of the principal and interest is reasonably assured. This generally represents those borrowers who have performed according to the restructured terms for a period of at least six months. At March 31, 2016, there were 11 loans in the performing TDR portfolio totaling $5.6 million. Transactions With Certain Related Persons Federal law requires that all loans or extensions of credit to executive officers and directors must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. Loans to our current directors, principal officers, nominees for election as directors, security holders known by us to own more than 5% of the outstanding 79 shares of common stock, or associates of such persons (together, “related persons”), are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Carver Federal, and do not involve more than the normal risk of collectibility or present other unfavorable features. The aggregate amount of loans outstanding to related parties was $4.7 million at March 31, 2017, and $4.4 million at March 31, 2016. During fiscal year 2017, advances totaled $1.7 million and principal repayments totaled $1.4 million. These loans were made in the ordinary course of business, on substantially the same terms, including collateral, as those prevailing at the time for comparable loans with persons not related to Carver Federal, and do not involve more than the normal risk of collectibility or present other unfavorable features. Furthermore, 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. OFFICE PROPERTIES AND EQUIPMENT, NET The details of office properties and equipment as of March 31 are as follows: $ in thousands Land Building and improvements Leasehold improvements Furniture, equipment, and other Less accumulated depreciation and amortization Office properties and equipment, net 2017 2016 $ 98 $ 9,806 6,547 12,981 29,432 (24,005) $ 5,427 $ 98 9,783 6,530 12,759 29,170 (23,187) 5,983 Depreciation and amortization charged to operations for fiscal years 2017 and 2016 amounted to $867 thousand and $1.4 million, 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. The Company recognized a $1.2 million gain on the sale and leaseback in the third quarter of fiscal year 2016. Carver did not finance the purchase and the gain was calculated utilizing the profit on sale in excess of the present value of the minimum lease payments in accordance with ASC 840. The remaining amount of profit on the sale of the property was deferred from gain recognition and will be amortized into income over the term of the lease. The deferred gain on the sale of the property is included in Other Liabilities on the Consolidated Statements of Financial Condition and totaled $606 thousand and $675 thousand as of March 31, 2017 and 2016, respectively. NOTE 6. ACCRUED INTEREST RECEIVABLE The details of accrued interest receivable as of March 31 are as follows: $ in thousands Loans receivable - Restated (1) Mortgage-backed securities 2017 2016 Restated (1) $ 1,323 $ 116 2,060 88 Investments and other interest-bearing assets Total accrued interest receivable - Restated (1) (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. 1,583 2,420 272 144 $ $ Refer to Notes 1 and 19 for further detail. NOTE 7. DEPOSITS Deposit balances and weighted average interest rates as of March 31 are as follows: 80 $ in thousands Amount Non-interest-bearing demand $ Interest-bearing checking Savings Money market savings account Certificates of deposit Mortgagors deposits 61,576 37,180 100,913 140,807 236,342 2,358 2017 Percent of Total Deposits Weighted Average Rate 10.63% —% $ 6.42 17.42 24.31 40.81 0.41 0.14 0.27 0.60 1.00 1.79 2016 Percent of Total Deposits Weighted Average Rate 9.32% —% 5.46 15.70 26.93 42.17 0.42 0.16 0.27 0.52 0.92 1.22 Amount 56,634 33,106 95,230 163,380 255,854 2,537 Total $ 579,176 100.00% 0.61% $ 606,741 100.00% 0.59% Scheduled maturities of certificates of deposit for the year ended March 31, 2017 are as follows: $ in thousands Maturing years ending March 31: 2018 2019 2020 2021 2022 2023 and beyond Total Amount $161,536 $47,227 $18,182 $4,513 $4,436 $448 236,342 $ The following table represents the amount of certificates of deposit of $100,000 or more at March 31, 2017 maturing during the periods indicated: $ in thousands Maturing: April 1, 2017 to June 30, 2017 July 1, 2017 to September 30, 2017 October 1, 2017 to March 31, 2018 April 1, 2018 and beyond Total Interest expense on deposits is as follows for the years ended March 31: $ in thousands Interest-bearing checking Savings and clubs Money market savings Certificates of deposit Mortgagors deposits Penalty for early withdrawal of certificates of deposit Total interest expense The following table presents additional information about our year-end deposits: 81 $ $ 52,290 15,570 72,260 56,915 197,035 2017 2016 $ 48 $ 261 875 2,451 40 3,675 (14) $ 3,661 $ 52 253 844 2,099 28 3,276 (7) 3,269 $ in thousands 2017 2016 Deposits from the Certificate of Deposit Account Registry Service (CDARS) $ 34,547 $ Deposits from brokers Certificates of deposit individually greater than $250,000 Deposits from certain directors, executive officers and their affiliates NOTE 8. BORROWED MONEY 71,436 59,489 17,822 34,708 93,921 61,898 17,987 Federal Home Loan Bank Advances, Repurchase agreements and Guaranteed Debt Securities. FHLB-NY advances weighted average interest rates by remaining period to maturity at March 31 are as follows: $ in thousands Maturing Year Ended March 31, 2017 2018 2019 (1) 2017 $ Weighted Average Rate —% 1.04% 1.50% 1.42% 2016 $ Amount — 5,000 25,000 30,000 Weighted Average Rate 0.49% —% 1.50% 1.00% Amount 25,000 — 25,000 50,000 $ (1) Effective rate is 2.13% which includes the net impact of the amortization of the termination fee on restructured borrowing. $ Federal Home Loan Bank Advances. As a member of the FHLB-NY, the Bank may have outstanding FHLB-NY borrowings in a combination of term advances and overnight funds of up to 30% of its total assets, or approximately $206.4 million at March 31, 2017. Borrowings are secured by the Bank's investment in FHLB-NY stock and by a blanket security agreement. This agreement requires the Bank to maintain as collateral certain qualifying assets (principally mortgage loans and securities) not otherwise pledged. At March 31, 2017, advances were all fixed-rate and secured by pledges of the Bank's investment in the capital stock of the FHLB-NY totaling $2.2 million and a blanket assignment of the Bank's pledged qualifying mortgage loans of $25.6 million and mortgage-backed and investment securities with a market value of $34.3 million. The Bank has sufficient collateral at the FHLB-NY to be able to borrow an additional $14.5 million from the FHLB-NY at March 31, 2017. The accrued interest payable on FHLB advances was $32 thousand and the interest expense was $584 thousand for the year ended March 31, 2017. At March 31, 2016, the accrued interest payable on FHLB advances was $32 thousand and the interest expense was $703 thousand. The Bank completed a debt restructuring during the first quarter of fiscal year 2014 that allowed it to prepay a $25 million long-term borrowing and secure a new borrowing at a significantly lower rate. The termination fees and penalties associated with the borrowing were prepaid to the FHLB and amortized over five years. Repurchase agreements. Repurchase agreements ("REPO") are short-term contracts for the sale of securities owned or borrowed by the Bank with an agreement to repurchase those securities at an agreed-upon price and date. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. The Bank monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents. At March 31, 2017, the outstanding balance of the REPO, which matures in December 2017, was $1.0 million, and the accrued interest payable thereon was $3 thousand. The recognized interest expense was $3 thousand for the year ended March 31, 2017. The collateral pledged on this REPO was a mortgage-backed security with a fair value of $1.5 million at March 31, 2017. There were no REPOs at March 31, 2016 or during the year then ended. 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 since September 2016, per the terms of the agreement, as the Company is prohibited from making payments without prior regulatory approval. 82 On September 30, 2009, the Bank raised $5.0 million in a private placement of subordinated debt maturing December 30, 2018. The interest rate was set at 7% per annum for the first seven years as long as there is no default event, including Carver maintaining its certification as a Community Development Entity (“CDE”) and remaining in compliance with NMTC requirements, and 12% per annum after. During the second quarter of fiscal year 2012, the interest rate was reduced to 2%. This subordinated debt has been approved by the regulators to qualify as Tier II capital for the Bank's regulatory capital calculations. Qualifying term subordinated debt must have an original weighted average maturity of at least five years. Once the term to maturity is less than five years, the amount qualified as Tier II capital declines 20% per year. The ability to include any portion of the private placement subordinated debt in Tier II capital expired on January 1, 2017. Subsequent to this report date, the subordinated debt was paid in full. The accrued interest payable on subordinated debt securities was $315 thousand and the interest expense was $670 thousand for the year ended March 31, 2017. The accrued interest payable on subordinated debt securities was $2.3 million and the interest expense was $633 thousand for the year ended March 31, 2016. The following table sets forth certain information regarding Carver Federal's borrowings as of and for the years ended March 31: $ in thousands Amounts outstanding at the end of year: FHLB advances Subordinated debt securities Repo Rate paid at year end: FHLB advances Subordinated debt securities Repo Maximum amount of borrowing outstanding at any month end: FHLB advances Subordinated debt securities Repo Approximate average amounts outstanding for year: FHLB advances Subordinated debt securities Repo Approximate weighted average rate paid during year: FHLB advances Subordinated debt securities Repo NOTE 9. INCOME TAXES 2017 2016 $ $ $ $ $ $ $ $ 30,000 18,403 1,000 1.42% 3.60% 1.15% 40,000 18,403 1,000 32,849 18,403 271 $ $ $ $ $ $ $ $ 50,000 18,403 — 1.00% 3.23% —% 95,000 18,403 — 61,230 18,403 — 1.78% 4.50% 1.15% 1.15% 3.08% —% The components of income tax expense for the years ended March 31 are as follows: $ in thousands Income tax expense Current - Federal Current - State Total income tax expense 2017 2016 $ $ — $ 119 119 $ 4 124 128 The following is a reconciliation of the expected Federal income tax rate to the consolidated effective tax rate for the years ended March 31: 83 2017 2016 Restated (1) Amount $ in thousands Statutory Federal income tax expense (benefit) - Restated (1) State and local income tax, net of Federal tax benefit - Restated (1) General business credit - Restated (1) Change in valuation allowance - Restated (1) Other - Restated (1) Total income tax expense $ (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. 34.0 % $ (4.4)% $ Amount Percent Percent 34.0 % (7.8)% (35.2) (47.2) (558) (929) (227) (4.4) (0.4) (7.8) (0.7) 13.9 (43) 119 128 774 128 961 119 1.6 11 11 $ Refer to Notes 1 and 19 for further detail. 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 Deferred Tax Assets: Allowance for loan losses Nonaccrual loan interest Purchase accounting adjustment Net operating loss carryforward - Restated (1) New markets tax credit Depreciation - Restated (1) Market value adjustment on HFS loans Unrealized loss on available-for-sale securities Other - Restated (1) Total Deferred Tax Assets - Restated (1) Deferred Tax Liabilities: Market value adjustment on HFS loans Other 2017 2016 Restated (1) $ 2,147 $ 2,230 373 1 17,551 2,207 2,018 — 792 810 67 3 16,550 2,207 1,656 13 139 709 25,899 23,574 68 812 — 593 Total Deferred Tax Liabilities Deferred Tax Assets, net - Restated (1) Valuation Allowance - Restated (1) Deferred Tax Assets, net of valuation allowance (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. (25,019) (22,981) 25,019 22,981 — $ 593 880 — $ Refer to Notes 1 and 19 for further detail. On June 29, 2011, the Company raised $55.0 million of equity. The capital raise triggered a change in control under Section 382 of the Internal Revenue Code. Generally, Section 382 limits the utilization of an entity's net operating loss carryforwards, general business credits, and recognized built-in losses upon a change in ownership. The Company is currently subject to an annual limitation of approximately $0.9 million, but has accumulated availability of $5 million as of March 31, 2017. 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 $25.0 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 full valuation allowance for the remaining net deferred tax asset of $25.0 million has been recorded. The valuation allowance was initially recorded during fiscal year 2011, and has remained 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. At March 31, 2017, the Company had net operating carryforwards for federal purposes of approximately $39.4 million, for state purposes of approximately $50.9 million and for city purposes of approximately $44.6 million which are available to offset future federal, state and city income and which expire over varying periods from March 2027 through March 2037. 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 84 March 31, 2014. 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 10. LOSS PER COMMON SHARE The following table reconciles the earnings (loss) available to common shareholders (numerator) and the weighted average common stock outstanding (denominator) for both basic and diluted earnings (loss) per share for the years ended March 31: $ in thousands except per share data Net loss available to common shareholders of Carver Bancorp, Inc. - Restated (1) Weighted average common shares outstanding – basic Weighted average common shares outstanding – diluted 2017 2016 Restated (1) $ (2,853) $ (1,767) 3,696,420 3,696,420 3,696,420 3,696,420 Basic loss per common share - Restated (1) Diluted loss per common share - Restated (1) (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. (0.77) $ (0.77) $ (0.48) (0.48) $ $ Refer to Notes 1 and 19 for further detail. For the years ended March 31, 2017 and 2016, all MRP shares and outstanding stock options were anti-dilutive. NOTE 11. STOCKHOLDERS' EQUITY Conversion and Stock Offering. On October 24, 1994, the Bank issued in an initial public offering 2,314,375 shares of common stock, par value $0.01 (the “Common Stock”), at a price of $10 per share resulting in net proceeds of $21.5 million. As part of the initial public offering, the Bank established a 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, 2017, there were 3,696,087 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. . 85 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 Series D Preferred Stock is not convertible at the option of the holders. As of March 31, 2017, there were 45,118 shares of Series D Preferred Stock. 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, 2017, 11,744 shares of its common stock have been repurchased in open market transactions. No shares were repurchased during fiscal 2017. 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 will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective. As of March 31, 2017, the Bank's capital conservation buffer was 1.25% making its minimum CET1 plus buffer 5.75%, its minimum Tier 1 capital plus buffer 7.25% and its minimum total capital plus buffer 9.25%. On January 1, 2018, the capital conservation buffer will increase to 1.875%. 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. 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. The previously described Formal Agreement that Carver Federal entered into with the OCC included a capital directive requiring the Bank to achieve and maintain minimum regulatory capital levels of a Tier 1 leverage ratio of 9% and a total risk-based capital ratio of 12%. At March 31, 2017, the Bank's capital level exceeded the regulatory requirements with a Tier 1 leverage ratio of 8.98%, total risk-based capital ratio of 12.85% and a Tier 1 risk-based capital ratio of 11.88%. However, the Tier 1 leverage ratio of 8.98% was below the Individual Minimum Capital Requirement of 9.00% mandated for the Bank by its primary regulator. Management has informed its regulator of this shortfall and its plans for regaining compliance. The table below presents the Bank's regulatory capital ratios at March 31, 2017 and 2016. 86 ($ in thousands) Tier 1 leverage capital - Restated (1) Regulatory capital Individual minimum capital requirement Minimum capital requirement Excess Common equity Tier 1 - Restated (1) Regulatory capital Minimum capital requirement Excess Tier 1 risk-based capital - Restated (1) Regulatory capital Minimum capital requirement Excess Total risk-based capital - Restated (1) Regulatory capital Individual minimum capital requirement Minimum capital requirement Excess $ $ $ $ March 31, 2017 Amount Ratio March 31, 2016 Restated (1) Amount Ratio 61,960 62,092 27,597 34,363 61,960 23,470 38,490 61,960 31,294 30,666 67,020 62,588 41,725 25,295 8.98% $ 9.00% 4.00% 4.98% 11.88% $ 4.50% 7.38% 11.88% $ 6.00% 5.88% 12.85% $ 12.00% 8.00% 4.85% 63,931 29,740 34,191 63,931 23,622 40,309 63,931 31,496 32,435 71,163 41,995 29,168 8.60% N/A 4.00% 4.60% 12.18% 4.50% 7.68% 12.18% 6.00% 6.18% 13.56% N/A 8.00% 5.56% (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. Refer to Notes 1 and 19 for further detail. NOTE 12. OTHER COMPREHENSIVE INCOME (LOSS) The following tables set forth changes in each component of accumulated other comprehensive loss, net of tax for the years ended March 31, 2017 and 2016: $ in thousands At March 31, 2016 Other Comprehensive Loss At March 31, 2017 Net unrealized loss on securities available-for-sale $ (307) $ (1,633) $ (1,940) $ in thousands At March 31, 2015 Other Comprehensive Income At March 31, 2016 Net unrealized loss on securities available-for-sale $ (1,045) $ 738 $ (307) 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. $ in thousands For the Twelve Months Ended March 31, 2017 2016 Affected Line Item in the Consolidated Statement of Operations Reclassification adjustment for sales of available for-sale securities, net of tax $ 58 $ 1 Gain on sale of securities, net Comprehensive (Loss) Income. Comprehensive (loss) income represents net (loss) income and certain amounts reported directly in stockholders' equity, such as net unrealized gain or loss on securities available-for-sale. The balance at March 31, 2017 included $1.6 million of unrealized losses for the year ended March 31, 2017. The balance at March 31, 2016 included $738 thousand of unrealized gains for the year ended March 31, 2016. NOTE 13. EMPLOYEE BENEFIT AND STOCK COMPENSATION PLANS 87 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 $268 thousand and $150 thousand, respectively, for fiscal 2017 and 2016. Management Recognition Plan (“MRP”). The MRP provided for grants of restricted stock to certain employees at September 12, 1995 adoption of the MRP. On March 28, 2005 the plan was amended for all future awards. The MRP provides for additional discretionary grants of restricted stock to those employees selected by the committee established to administer the MRP. Awards granted prior to March 28, 2005, generally vest in three to five equal annual installments commencing on the first anniversary date of the award, provided the recipient is still an employee of the Company or the Bank on such date. Under the amended plan, awards granted after March 28, 2005 vest based on a five-year performance-accelerated vesting schedule. Ten percent of the awarded shares vest in each of the first four years and the remainder in the fifth year but the Compensation Committee may accelerate vesting at any time. Awards will become 100% vested upon termination of service due to death or disability. When shares become vested and are distributed, the recipients will receive an amount equal to any accrued dividends with respect thereto. There are no shares available to grant under the MRP. Pursuant to the MRP, the Bank recognized $9 thousand as expense for fiscal year 2016. No expense was recognized for fiscal year 2017. Stock Option Plans. In September 2006, Carver stockholders approved the 2006 Stock Incentive Plan (the "2006 Incentive Plan") which provides for the grant of stock options, stock appreciation rights and restricted stock to employees and directors who are selected to receive awards by the Committee. The 2006 Incentive Plan authorizes Carver to grant awards with respect to 20,000 shares, but no more than 10,000 shares of restricted stock may be granted. During fiscal 2016, there were 4,000 options and 4,000 restricted stock awards issued. 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, 2017, there were 4,133 options outstanding under the 2006 Incentive Plan and 933 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. Pursuant to the plan, the Bank recognized $5 thousand and $9 thousand as expense for fiscal years 2017 and 2016, 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. As of March 31, 2017, no awards have been made from this plan. 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. 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. Information regarding nonvested shares of restricted stock awards outstanding for the years ended March 31 is as follows: 88 Outstanding, beginning of year Granted Vested Forfeited Outstanding, end of year 2017 2016 Shares 4,000 $ — (800) — 3,200 $ Weighted Average Grant Price Shares Weighted Average Grant Price 5.56 — 5.56 — 5.56 — $ 4,000 — — 4,000 $ — 5.56 — — 5.56 Information regarding stock options as of and for the years ended March 31 is as follows: 2017 2016 Weighted Average Exercise Price Weighted Average Exercise Price Options Options Outstanding, beginning of year 5,924 $ 81.65 3,029 $ 246.18 Granted Exercised Expired/Forfeited Outstanding, end of year Exercisable, at year end — — 1,791 4,133 $ 933 — — 249.00 8.53 4,000 — 1,105 5,924 $ 1,924 5.56 — 258.30 81.65 Information regarding stock options as of March 31, 2017 is as follows : Range of Exercise Prices 5.00 $ 90.00 $ 5.99 104.85 $ Total Shares 4,000 133 4,133 Options Outstanding Options Exercisable Weighted Average Remaining Life Weighted Average Exercise Price $ 8.23 3.36 5.56 97.50 Weighted Average Exercise Price 5.56 97.50 Shares $ 800 133 933 There were no stock options awarded to employees during the year ended March 31, 2017. The four new outside directors who joined in fiscal year 2014 each received a grant of 1,000 options in fiscal 2016. These options vest over five years. At March 31, 2017, all outstanding options had no intrinsic value. The fair value of the option grants was estimated on the date of the grant using the Black-Scholes option pricing model applying the following weighted average assumptions for the years ended March 31: Risk-free interest rate Volatility Annual dividends Expected life of option grants 2017 N/A N/A N/A N/A 2016 1.78% 10.00% —% 9.24 The Company recorded compensation expense of $4 thousand in fiscal 2017 and $2 thousand in fiscal 2016. Performance Compensation Plan. In 2006, Carver adopted the Performance Compensation Plan of Carver Bancorp, Inc. (the "Performance Compensation Plan"). This Performance Compensation Plan provides for cash payments to officers or employees designated by the Compensation Committee, which also determines the amount awarded to such participants. Vesting is generally 89 20% a year over 5 years and awards are fully vested on a change in control (as defined), or termination of employment by death or disability, but the Committee may accelerate vesting at any time. Payments are made as soon as practicable after the end of the fiscal year in which amounts vest. No compensation expense was recognized in fiscal year 2017 or 2016. NOTE 14. COMMITMENTS AND CONTINGENCIES Credit Related Commitments. The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and in connection with its overall investment strategy. These instruments involve, to varying degrees, elements of credit, interest rate and liquidity risk. In accordance with GAAP, these instruments are not recorded in the consolidated financial statements. Such instruments primarily include lending obligations, including commitments to originate mortgage and consumer loans and to fund unused lines of credit. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments as it does for on-balance-sheet instruments. The following table reflects the Bank's outstanding lending commitments and contractual obligations as of March 31: $ in thousands Commitments to fund mortgage loans Commitments to fund commercial and consumer loans Lines of credit Letters of credit Commitment to fund private equity investment 2017 2016 $ 900 $ 15,568 3,530 8,527 69 640 3,000 6,144 234 852 $ 13,666 $ 25,798 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. Further, there have not been any additional requests from FNMA for loans to be reviewed. Accordingly, management has reduced its level of repurchase reserves. The following table presents information on open requests from FNMA. The amounts presented are based on outstanding loan principal balances. $ in thousands Open claims as of March 31, 2016 (1) Gross new demands received Loans repurchased/made whole Demands rescinded Advances on open claims Principal payments received on open claims Open claims as of March 31, 2017 (1) Loans sold to FNMA $ $ 2,009 — — — 60 (25) 2,044 90 (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 2017. $ in thousands Representation and warranty repurchase reserve, March 31, 2016 (1) Net recovery of repurchase losses (2) Representation and warranty repurchase reserve, March 31, 2017 (1) (1) Reported in consolidated statements of financial condition as a component of other liabilities. (2) Component of other non-interest expense. $ $ March 31, 2017 186 (24) 162 Lease Commitments. Rentals under long-term operating leases for certain branches aggregated approximately $1.3 million and $1.5 million for fiscal years 2017 and 2016, respectively. As of March 31, 2017, minimum rental commitments under all non-cancelable leases with initial or remaining terms of more than one year and expiring through 2026 follow: $ in thousands Year Ending March 31, 2018 2019 2020 2021 2022 Thereafter Minimum Rental $ $ 1,284 966 582 382 90 353 3,657 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, 2017, certain claims, suits, complaints and investigations (collectively “proceedings”) involving the Company and the Bank or a subsidiary, arising in the ordinary course of business, have been filed or are pending. The Company is unable at this time to determine the ultimate outcome of each proceeding, but believes, after discussions with legal counsel representing the Company and the Bank or the subsidiary in these proceedings, that it has meritorious defenses to each proceeding and appropriate measures have been taken to defend the interests of the Company, Bank or subsidiary. There were no legal proceedings pending or known to be contemplated against us that in the opinion of management, would be expected to have a material adverse effect on the financial condition or results of operations of the Company or the Bank. NOTE 15. FAIR VALUE MEASUREMENTS On April 1, 2008, the Company adopted ASC Topic 820 which, among other things, defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. ASC 820 clarifies that fair value is an “exit” price, representing the amount that would be received when selling an asset, or paid when transferring a liability, in an orderly transaction between market participants. Fair value is thus a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1— Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2— Inputs to the valuation methodology include quoted prices for similar assets and 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. 91 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, 2017 and 2016, and that are included in the Company's Consolidated Statements of Financial Condition at these dates: Fair Value Measurements at March 31, 2017, Using $ in thousands Mortgage servicing rights Investment securities Available-for-sale: Mortgage-backed securities: Government National Mortgage Association Federal Home Loan Mortgage Corporation Federal National Mortgage Association Other U.S. Government Agency securities Corporate bonds Other investments Total available-for-sale securities Total assets $ in thousands Mortgage servicing rights Investment securities Available-for-sale: Mortgage-backed securities: Government National Mortgage Association Federal Home Loan Mortgage Corporation Federal National Mortgage Association Other U.S. Government Agency securities Other investments Total available-for-sale securities Total assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) $ — $ — $ Significant Unobservable Inputs (Level 3) 192 Total Fair Value $ 192 — — — — — — — — — $ 2,487 7,858 26,313 — 7,482 4,964 9,504 58,608 58,608 $ — — — 45 — — 358 403 595 $ 2,487 7,858 26,313 45 7,482 4,964 9,862 59,011 59,203 $ Fair Value Measurements at March 31, 2016, Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) — Significant Unobservable Inputs (Level 3) 201 Total Fair Value $ 201 — $ — — — — — — — — $ 4,623 7,678 7,824 — 26,069 9,793 55,987 55,987 $ — — — 45 — 148 193 394 $ 4,623 7,678 7,824 45 26,069 9,941 56,180 56,381 $ $ Instruments for which unobservable inputs are significant to their fair value measurement (i.e., Level 3) include mortgage servicing rights ("MSR") and other available-for-sale securities. Level 3 assets accounted for 0.09% of the Company's total assets at March 31, 2017 and 0.05% at March 31, 2016. 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: 92 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, 2017, 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 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, 2017 and 2016: Beginning balance, April 1, 2016 Total Realized/ Unrealized Gains/(Losses) Recorded in Income (1) Issuances / (Settlements) Transfers to/(from) Level 3 Ending balance, March 31, 2017 Change in Unrealized Gains/ (Losses) Related to Instruments Held at March 31, 2017 $ in thousands Available-for-Sale: Securities Available-for-Sale Other investments $ Mortgage Servicing Rights $ 45 148 201 — $ (1) (9) — $ 211 — — $ — — $ 45 358 192 — — (9) Beginning balance, April 1, 2015 Total Realized/ Unrealized Gains/(Losses) Recorded in Income (1) Issuances / (Settlements) Transfers to/(from) Level 3 Ending balance, March 31, 2016 Change in Unrealized Gains/ (Losses) Related to Instruments Held at March 31, 2016 $ in thousands Available-for-Sale Securities Available-for-Sale Other investments $ $ 47 — Mortgage Servicing Rights (1) Includes net servicing cash flows and the passage of time. 210 (9) — $ (2) $ 148 — — $ — — $ 45 148 201 — — (8) For Level 3 assets measured at fair value on a recurring basis as of March 31, 2017 and 2016, the significant unobservable inputs used in the fair value measurements were as follows: 93 $ in thousands Available-for-Sale: Fair Value at March 31, 2017 Valuation Technique Significant Unobservable Inputs Securities Available-for-Sale Other investments $ 45 Cost 358 Cost n/a Contribution into Fund Significant Unobservable Input Value 358 Mortgage Servicing Rights 192 Discounted Cash Flow Weighted Average Constant Prepayment Rate (1) 22.37% $ in thousands Available-for-Sale: Fair Value at March 31, 2016 Valuation Technique Significant Unobservable Inputs Securities Available-for-Sale Other investments 45 Cost 148 Cost n/a Contribution into Fund Mortgage Servicing Rights (1) Represents annualized loan repayment rate assumptions 201 Discounted Cash Flow Weighted Average Constant Prepayment Rate (1) Significant Unobservable Input Value 148 20.84% 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, 2017 and 2016, and that are included in the Company's Consolidated Statements of Financial Condition at these dates: $ in thousands Impaired loans with a specific reserve allocated Other real estate owned $ in thousands Impaired loans with a specific reserve allocated Other real estate owned Fair Value Measurements at March 31, 2017, Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value — $ — $ — $ — $ 5,953 990 $ $ 5,953 990 Fair Value Measurements at March 31, 2016, Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value — $ — $ — $ — $ 4,669 1,008 $ $ 4,669 1,008 $ $ $ $ For Level 3 assets measured at fair value on a non-recurring basis as of March 31, 2017 and 2016, the significant unobservable inputs used in the fair value measurements were as follows: $ in thousands Impaired loans with a specific reserve allocated Fair Value at March 31, 2017 $ Valuation Technique 5,953 Appraisal of collateral Significant Unobservable Inputs Appraisal adjustments Significant Unobservable Input Value 7.5% cost to sell Other real estate owned 990 Appraisal of collateral Appraisal adjustments 7.5% cost to sell 94 $ in thousands Impaired loans with a specific reserve allocated Fair Value at March 31, 2016 $ Valuation Technique 4,669 Appraisal of collateral Significant Unobservable Inputs Appraisal adjustments Significant Unobservable Input Value 7.5% cost to sell Other real estate owned 1,008 Appraisal of collateral Appraisal adjustments 7.5% cost to sell The fair values of collateral dependent impaired loans are determined using various valuation techniques, including consideration of appraised values and other pertinent real estate market data. Other real estate owned represents property acquired by the Bank in settlement of loans less costs to sell (i.e., through foreclosure, repossession or as an in-substance foreclosure). These assets are recorded at the lower of their cost or fair value. At the time of acquisition of the real estate owned, the real property value is adjusted to its current fair value. Any subsequent adjustments will be to the lower of cost or market. NOTE 16. FAIR VALUE OF FINANCIAL INSTRUMENTS Disclosures regarding the 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: $ in thousands Financial Assets: Cash and cash equivalents Restricted cash Available-for-sale securities FHLB Stock Held-to-maturity securities Loans receivable Loans held-for-sale Accrued interest receivable Mortgage servicing rights Other assets - Interest-bearing deposits Financial Liabilities: Deposits Advances from FHLB of New York Other borrowed money Accrued interest payable March 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Amount Estimated Fair Value $ $ 58,686 283 59,011 2,171 13,497 543,929 944 1,583 192 985 548,902 29,994 18,896 390 $ $ 58,686 — — — — — — — — — 313,430 — — — — $ 283 58,608 2,171 13,497 — — 1,583 — 985 $ 235,472 29,994 18,896 390 — — 403 — — 543,929 944 — 192 — — — — — $ $ $ $ 58,686 283 59,011 2,171 13,435 540,492 944 1,583 192 985 579,176 30,000 19,403 390 95 March 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Restated (1) Significant Other Observable Inputs (Level 2) Restated (1) Significant Unobservable Inputs (Level 3) Restated (1) Carrying Amount Restated (1) Estimated Fair Value Restated (1) $ $ $ $ 63,188 225 56,180 2,883 15,311 583,396 2,436 2,420 201 983 606,741 50,000 18,403 2,331 $ $ 63,188 225 56,180 2,883 15,653 586,162 2,436 2,420 201 983 585,394 50,141 18,734 2,331 63,188 — — — — — — — — — $ — $ 225 55,987 2,883 15,653 — — 2,420 — 983 $ 329,398 — — — $ 255,996 50,141 18,734 2,331 — — 193 — — 586,162 2,436 — 201 — — — — — $ in thousands Financial Assets: Cash and cash equivalents - Restated (1) Restricted cash Available-for-sale securities FHLB Stock Securities held-to-maturity Loans receivable - Restated (1) Loans held-for-sale - Restated (1) Accrued interest receivable - Restated (1) Mortgage servicing rights Other assets - Interest-bearing deposits Financial Liabilities: Deposits Advances from FHLB of New York Other borrowed money Accrued interest payable - Restated (1) (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. Refer to Notes 1 and 19 for further detail. Cash and Cash Equivalents The carrying amounts for cash and cash equivalents approximate fair value and are classified as Level 1 because they mature in three months or less. Restricted Cash The carrying amounts for restricted cash approximates fair value and are classified as Level 2 because they represent short-term interest-bearing deposits. Securities The fair values for securities available-for-sale and securities held-to-maturity are based on quoted market or dealer prices, if available. If quoted market or dealer prices are not available, fair value is estimated using quoted market or dealer prices for similar securities. Available-for-sale securities are classified across Levels 2 and 3. Held-to-maturity securities are classified as Level 2. FHLB Stock Ownership in equity securities of the FHLB is restricted and there is no established market for resale. The carrying amount is at cost, and is classified as Level 2. Loans Receivable The fair value of loans receivable is estimated by discounting future cash flows, using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities of such loans. The method used to estimate the fair value of loans is extremely sensitive to the assumptions and estimates used. While management has attempted to use assumptions and estimates that best reflect the Company's loan portfolio and current market conditions, a greater degree of objectivity is inherent in these values than in those determined in active markets. The loan valuations thus determined do not necessarily represent an “exit” price that would be achieved in an active market. Loans receivable are classified as Level 3. 96 Loans Held-for-Sale Loans held-for-sale are carried at the lower of cost or market value and are classified as Level 3. The valuation methodology for loans held-for-sale are based upon amounts offered or other acceptable valuation methods and, in some instances, prior loan loss experience of Carver in connection with recent note sales. Accrued Interest Receivable The carrying amounts of accrued interest approximate fair value resulting in a Level 2 classification. Mortgage Servicing Rights The fair value of mortgage servicing rights is determined by discounting the present value of estimated future servicing cash flows using current market assumptions for prepayments, servicing costs and other factors and are classified as Level 3. Interest-Bearing Deposits The carrying amounts for interest-bearing deposits approximates fair value and are classified as Level 2 because they represent interest-bearing deposits with a maturity greater than one year. Deposits The fair value of demand, savings and club accounts is equal to the amount payable on demand at the reporting date. These deposits are classified as Level 1. The fair value of certificates of deposit is estimated using rates currently offered for deposits of similar remaining maturities resulting in a Level 2 classification. The fair value estimates do not include the benefit that results from the low-cost funding provided by deposit liabilities compared to the cost of borrowing funds in the market. FHLB-NY Advances, Repos and Other Borrowed Money The fair values of advances from the FHLB-NY, Repos and other borrowed money are estimated using the rates currently available to the Bank for debt with similar terms and remaining maturities and are classified as Level 2. Accrued Interest Payable The carrying amounts of accrued interest approximate fair value resulting in a Level 2 classification. Commitments to Extend Credits, Commercial, and Standby Letters of Credit The fair value of the commitments to extend credit was estimated to be immaterial as of March 31, 2017 and March 31, 2016. The fair value of commitments to extend credit and standby letters of credit was evaluated using fees currently charged to enter into similar agreements, taking into account the risk characteristics of the borrower, and estimated to be insignificant as of the reporting date. NOTE 17. VARIABLE INTEREST ENTITIES The Company's subsidiary, Carver Statutory Trust I, is not consolidated with Carver Bancorp, Inc. for financial reporting purposes. Carver Statutory Trust I was formed in 2003 for the purpose of issuing $13 million aggregate liquidation amount of floating rate Capital Securities due September 17, 2033 (“Capital Securities”) and $0.4 million of common securities (which are the only voting securities of Carver Statutory Trust I), which are 100% owned by Carver Bancorp, Inc., and using the proceeds to acquire Junior Subordinated Debentures issued by Carver Bancorp, Inc. Carver Bancorp, Inc. has fully and unconditionally guaranteed the Capital Securities along with all obligations of Carver Statutory Trust I under the trust agreement relating to the Capital Securities. The Bank's subsidiary, Carver Community Development Corporation (“CCDC”), was formed to facilitate its participation in local economic development and other community-based initiatives. Per the NMTC Award's Allocation Agreement between the CDFI Fund and CCDC, CCDC is permitted to form and sub-allocate credits to subsidiary Community Development Entities (“CDEs”) to facilitate investments in separate development projects. 97 The variable interest entities (“VIEs”) such as the CDEs and Carver Statutory Trust I 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, 2017. The Bank's 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, 2017 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 CDE 13 CDE 14 CDE 15, CDE 16, CDE 17 CDE 18 CDE 19 CDE 20 CDE 21 $ — $ — $ 13,400 $ 13,400 $ 13,000 $ 400 $ — $ — $13,400 500 400 900 600 500 625 625 10,500 10,000 20,500 13,254 10,746 12,500 12,500 — — 10,034 10,034 20,613 13,282 10,980 12,040 12,092 20,613 13,282 10,980 12,040 12,092 — — — — — — — — 1 2 1 1 1 1 — — — — — — — 4,095 4,095 3,900 3,901 7,995 7,997 5,169 5,170 4,191 4,192 4,875 4,876 4,875 4,876 Total $ 4,150 $ 90,000 $ 92,441 $ 92,441 $ 13,000 $ 407 $ — $ 35,100 $48,507 In June 2006, CCDC received a NMTC award of $59 million. In fiscal 2008, CCDC transferred $19 million of rights to an investor in a NMTC project (entity CDE 10). The NMTC compliance period was completed and the entity was dissolved in May 2015. With respect to the remaining $40 million of the original NMTC award, CCDC established various special purpose entities (CDEs 1-9,11-12) through which its investments in NMTC eligible activities are conducted. As the Bank is exposed to all of the expected losses and residual returns from these investments under ASC Topic 810, the Bank has determined it has a controlling financial interest and is the primary beneficiary of these entities. During December 2010, Carver divested its interest in the remaining $7.8 million NMTC tax credits that it would have received through the period ending March 31, 2014, by transferring its equity ownership in the CDEs and the associated rights to an investor in exchange for $6.7 million in cash. In March 2015, the investor exercised its option to sell the equity interest in the CDEs back to Carver. The Bank has a contingent obligation to reimburse the investor for any loss or shortfall incurred as a result of the NMTC projects not being in compliance with certain regulations that would void the investor's ability to otherwise utilize tax credits stemming from the award. The NMTC compliance period was completed and CDEs 2-9, 11 and 12 were dissolved in 2016. In May 2009, CCDC received a second NMTC award of $65 million. During the period from December 2009 to December 2010, CCDC transferred rights to investors in NMTC projects (entities CDEs 13-19). In August 2011, CCDC received a third NMTC award of $25 million. In January 2012 and September 2012, CCDC transferred rights to investors in NMTC projects (CDEs 20 and 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. CCDC established various special purpose entities (CDEs 22-25) through which its investments in NMTC eligible activities will be conducted. As of March 31, 2017, there have been no activities in these entities. 98 NOTE 18. OTHER NON-INTEREST INCOME AND EXPENSE The following table sets forth other non-interest income and expense totals exceeding 1% of the aggregate of total interest income and non-interest income for any of the years presented: $ in thousands Other non-interest income: Compliance fee Other Total non-interest income Other non-interest expense: Advertising Legal expense Insurance and surety Audit expense Outsourced service Data Lines / Internet Collection expense Retail expenses Chargeoffs and other losses Director's fees Other Total non-interest expense Years Ended March 31, 2017 2016 Restated (1) $ $ $ 397 384 781 $ $ 465 860 675 1,333 417 311 216 729 894 296 2,703 8,899 $ 348 378 726 233 271 896 952 383 350 405 624 1,465 337 2,828 8,744 (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. Refer to Notes 1 and 19 for further detail. NOTE 19. QUARTERLY FINANCIAL DATA (UNAUDITED) The following tables set forth certain unaudited financial data for our quarterly operations in fiscal 2017 and 2016. 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. Restatement The Company has restated its consolidated financial statements for fiscal year 2016 contained in the Annual Reports on Form 10-K for the years ended March 31, 2017 and 2016, and its unaudited interim consolidated financial statements contained in the Company's Quarterly Reports on Form 10-Q for each of the quarters ended June 30, 2016 and 2015, September 30, 2016 and 2015 and December 31, 2016 and 2015. The Company has not amended its previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the Restatement. The Restatement corrects a material error related to approximately $1.7 million of reconciling items that were identified as uncollectable and written off primarily during the fourth quarter of fiscal year 2017 as part of the focused review of reconciliations and internal controls. Management's evaluation of the items written off concluded that approximately $1.0 million of these writeoffs should have been accounted for in prior periods; $666 thousand of the amount written off should have been accounted for in fiscal year 2016 and the $361 thousand remainder should have been accounted for in years prior to fiscal year 2016. The $666 thousand of writeoffs attributable to fiscal year 2016 have been reflected in the Consolidated Statement of Operations for fiscal year 2016 as an increase to Other Non-Interest Expense. The Company also identified and corrected material errors related to the accounting for loans on the Company's servicing platforms. The accounting adjustments are related to system maintenance items and payment applications that were not timely 99 processed by the Bank on to its core provider system. Management's evaluation of these items concluded that approximately $1.2 million should have been accounted for in prior periods: $865 thousand should have been accounted for in fiscal year 2016 and the $285 thousand remainder should have been accounted for in years prior to fiscal year 2016. The $865 thousand of adjustments attributable to fiscal year 2016 have been reflected in the Consolidated Statement of Operations for the fiscal year 2016 as a reduction in interest income on loans. In addition to the errors described above, adjustments have been made related to other individually immaterial errors including certain corrections that had been previously identified but not recorded because they were not material to our consolidated financial statements. These corrections included adjustments to other liabilities, interest expense and certain reclassification entries between interest income and non-interest income. The impact of these corrections on the fiscal 2016 Statement of Operations was to increase interest on loans by $521 thousand and interest expense on advances and other borrowed money by $66 thousand and decrease loan fees and service charges by $521 thousand. The quarterly adjustments in fiscal 2017 represent a reclassification of $78 thousand from non-interest income to loan interest income and the effects in the fiscal year of the restatement adjustments noted above. $ in thousands, except per share data Previously Reported Adjustments Restated Previously Reported Adjustments Restated Previously Reported Adjustments Restated June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 Fiscal 2017 Interest income $ 6,906 Interest expense Net interest income (Recovery of) provision for loan losses Non-interest income Non-interest expense Income tax expense 1,241 5,665 (204) 1,163 6,587 37 14 21 (7) — (23) 53 — $ 6,920 $ 6,284 42 $ 6,326 $ 6,104 1,262 5,658 1,401 4,883 (178) 220 1,223 5,103 1,282 4,822 (204) (160) 1,140 6,640 37 1,278 6,573 — — (21) 198 — (160) (128) 1,257 6,771 — 1,105 7,211 — 43 — 43 — (34) (254) — $ 6,147 $ 1,282 4,865 (128) 1,071 6,957 — 6,733 1,151 5,582 521 1,150 8,163 82 Net income (loss) $ 408 $ (83) $ 325 $ (252) $ 1 $ (251) $ (1,156) $ 263 $ (893) $ (2,034) Earnings (loss) per common share Basic Diluted $ $ 0.04 0.04 $ $ — — 0.04 0.04 $ $ (0.07) $ (0.07) $ — — (0.07) $ (0.31) $ (0.07) $ (0.31) $ 0.07 0.07 (0.24) $ (0.24) $ (0.55) (0.55) June 30, 2015 September 30, 2015 December 31, 2015 March 31, 2016 Previously Reported Adjustments Restated Previously Reported Adjustments Restated Previously Reported Adjustments Restated Previously Reported Adjustments Restated $ in thousands, except per share data Fiscal 2016 Interest income $ 6,208 (181) $ 6,027 $ 6,730 (145) $ 6,585 $ 7,009 (186) $ 6,823 $ 6,961 168 $ 7,129 Interest expense Net interest income Provision for loan losses Non-interest income 1,058 5,150 34 1,193 Non-interest expense 5,851 Income tax expense (benefit) 13 87 — 14 1,072 1,093 16 1,109 1,171 17 1,188 1,217 19 1,236 (195) 4,955 5,637 (161) 5,476 5,838 (203) 5,635 5,744 149 5,893 — 34 (34) 1,159 5,938 643 1,131 6,202 — 643 (83) 1,048 163 6,365 728 2,741 7,214 — 728 (24) 2,717 187 7,401 90 1,470 8,184 — 90 (380) 1,090 229 8,413 13 79 — 79 67 — 67 (31) — (31) Net income (loss) $ 445 $ (316) $ 129 $ (156) $ (407) $ (563) $ 570 $ (414) $ 156 $ (1,029) $ (460) $(1,489) Earnings (loss) per common share Basic Diluted $ $ 0.05 0.05 $ $ (0.04) $ 0.01 $ (0.04) $ (0.11) $ (0.15) $ 0.06 (0.04) $ 0.01 $ (0.04) $ (0.11) $ (0.15) $ 0.06 $ $ (0.04) $ 0.02 $ (0.28) $ (0.12) (0.40) (0.04) $ 0.02 $ (0.28) $ (0.12) (0.40) NOTE 20. CARVER BANCORP, INC. - PARENT COMPANY ONLY 100 CONDENSED STATEMENTS OF FINANCIAL CONDITION $ in thousands Assets Cash on deposit with subsidiaries Investment in subsidiaries (1) Other assets Total assets (1) Liabilities and Stockholders' Equity Borrowings Accounts payable to subsidiaries Other liabilities (1) Total liabilities (1) As of March 31, 2017 2016 Restated (1) $ 492 $ 60,921 15 2,995 64,597 69 $ 61,428 $ 67,661 $ 13,403 $ 13,403 228 399 51 2,327 $ 14,030 $ 15,781 Stockholders’ equity (1) Total liabilities and stockholders’ equity (1) (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. Investment in subsidiaries, total assets and total liabilities and stockholders' equity were each reduced by $2.2 million, other liabilities and total liabilities increased by $157 thousand and stockholders' equity was reduced by $2.3 million. Refer to Notes 1 and 19 for further detail. 61,428 47,398 67,661 51,880 $ $ $ $ Years Ended March 31, 2017 2016 Restated (1) $ (2,048) $ 26 (2,022) (767) 23 (744) 568 — 82 181 831 (2,853) $ (4,486) $ 531 237 82 173 1,023 (1,767) (1,029) Net loss (1) Comprehensive loss (1) (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. Equity in net loss from subsidiaries was increased and total income was reduced by $1.5 million, interest expense on borrowings and total expense were increased by $66 thousand, and net loss and comprehensive loss were increased $1.6 million. Refer to Notes 1 and 19 for further detail. $ $ CONDENSED STATEMENTS OF OPERATIONS $ in thousands Income Equity in net loss from subsidiaries (1) Other income Total income (1) Expenses Interest expense on borrowings (1) Salaries and employee benefits Shareholder expense Other Total expense (1) CONDENSED STATEMENTS OF CASH FLOW 101 $ in thousands Cash Flows From Operating Activities Net loss (1) Adjustments to reconcile net loss to net cash from operating activities: Equity in net loss of subsidiaries (1) Increase in account receivable from subsidiaries Decrease (increase) in other assets Increase (decrease) in accounts payable to subsidiaries (Decrease) increase in other liabilities (1) Net cash used in operating activities Years Ended March 31, 2017 2016 Restated (1) $ (2,853) $ (1,767) 2,048 — 54 176 (1,928) (2,503) 767 (1) (14) (1,199) 530 (1,684) Net decrease in cash Cash and cash equivalents – beginning Cash and cash equivalents – ending (1) March 31, 2016 balances have been restated from previously reported results to correct for material and certain other errors from prior periods. Net loss was increased by $1.6 million, equity in net loss of subsidiaries was increased by $1.5 million and increase in other liabilities was increased by $66 thousand. Refer to Notes 1 and 19 for further detail. (2,503) 2,995 492 (1,684) 4,679 2,995 $ $ ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. On July 7, 2016, the Board of Directors of the Company formally engaged BDO USA, LLP (“BDO”), following approval by the Board’s Finance and Audit Committee and BDO, as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2017. The Company’s previous independent registered public accounting firm, KPMG LLP (“KPMG”) was notified on July 5, 2016 that it would not be retained as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2017. On July 7, 2017, upon the recommendation of management, the Board's Finance and Audit Committee determined that the Company would restate its financial statement for the fiscal year ended March 31, 2016 and its unaudited interim financial statements for the fiscal quarters ended June 30, 2015 through December 31, 2016. BDO was engaged to reaudit the Company's financial statements for the fiscal year ended March 31, 2016. ITEM 9A. CONTROLS AND PROCEDURES. (a) Evaluation of Controls and Procedures Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. As of March 31, 2017, the Company's management, including the Company's Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer), has evaluated the effectiveness of the Company's disclosure controls and procedures as defined in Rules 13a-15 and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must necessarily reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. 102 Based on the foregoing evaluation, and in light of the identified material weaknesses disclosed in our Annual Report on Form 10-K for the year ended March 31, 2016 filed on August 12, 2016, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2016. The material weaknesses in internal control over financial reporting related to the accounting for specified credits in connection with the negotiation and execution of a contract with a service provider; the accuracy of a gain recognized and the collectability of a receivable recorded in connection with the sale of a loan; the presentation and disclosure of earnings-per-share in accordance with the two-class method; and the presentation of cash flows. Those items were corrected and effective controls related to them were established during fiscal 2017. During fiscal year 2017, our evaluation of the Company's internal controls over financial reporting identified two material weaknesses. The first material weaknesses related to the lack of timely identification and accounting for loan maintenance changes and payment application. As a result, changes in loan interest rates and payment amounts on loans serviced by third parties were not timely accounted for in our core system which led to inaccurate postings of loan payments. The second material weakness related to the failure of controls over general ledger account reconciliations to timely identify and account for stale-dated and other uncollectable reconciling items. In some instances, reconciliations were not performed adequately in order to monitor the Company's exposure to loss; in others, open items were not actively researched in order to clear them; in all, stale-dated open items were left on the books instead of being analyzed for collectability and then written off if necessary. These two material weaknesses resulted in the correction of the material errors and restatement of prior financial statements as disclosed in Note 1 to the consolidated financial statements. Management has identified effective control plans for the remediation of both material weaknesses, which will be implemented in fiscal year 2018. (b) Management's Report on Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's system of internal control is designed under the supervision of management, including the Company's Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with U.S. GAAP. The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are made only in accordance with the authorization of management and the Boards of Directors of the Company and the Bank; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate. The management of Carver Bancorp, Inc., with participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2017. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control -- Integrated Framework (2013). Based on the assessment under COSO, management determined that our internal control over financial reporting was, due to material weaknesses identified, not effective as of March 31, 2017. Management identified material weakness in internal controls relating to the lack of timely identification and accounting for loan maintenance changes and payment application and the failure of controls over general ledger account reconciliations to timely identify and account for stale-dated and other uncollectible reconciling items. These material weaknesses had a material effect on our reported financial condition or results of operations as of and for the period ended March 31, 2017 and resulted in the restatement of prior period financial statements. We have begun the process of implementing remedial changes to improve our internal controls over financial reporting. This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report. (c) Remediation Plan The Company retained a new Chief Financial Officer in March 2016 to effectuate a plan to appropriately remediate these material weaknesses. A new Controller was retained subsequent to September 30, 2016 and in February 2017 added a CPA/MBA with more than ten years experience as a Vice President in charge of the control environment. The hiring, training and development, and retention of qualified, knowledgeable and experienced staff is a primary focus, but it does not preclude the implementation 103 of additional measures. As such, the Chief Financial Officer and the Controller are outlining new policies, procedures and guidelines for the financial area, as well as educational classes for the staff. In addition, the control environment throughout the Company is being reviewed as it relates to financial reporting. Key controls are being validated and analyzed for completeness; certification processes are being audited. The material weaknesses disclosed in the Company's March 31, 2016 Form 10-K have since been remediated, as validated by our internal audit firm, Crowe Horwath. In addition, changes have already been implemented to address the fiscal year 2017 material weaknesses disclosed above. A quality control specialist has been added to the loan operations department to ensure that system inputs and maintenance are in accordance with contractual terms. Reconciliations between the Company's loan system and the servicer system reports were put into place immediately, creating a three-way reconciliation between the Company's core loan accounting system, its general ledger system and the records of the third party service provider. Parameter changes have been made to the loan servicing system to correct principal and interest allocation of payments, automate rate changes and account for partial payments. Corrections to individual loans accounts will be completed during fiscal year 2018. The systemic modifications, when coupled with the loan quality control specialist and new reconciliation controls, are expected to remediate and cure the identified control deficiency. General ledger reconciliation policies and procedures have been revised to exert tighter control over the process, and a policy for the timely write-off of stale-dated items has been established. "Stale-dated" has been defined by type of account and is based on the risk level of the account, as is the required frequency of reconciliation. Responsibility for the clearing of open items has been mandated and department heads will be required to provide action plans for resolution of open items older than 30 days when submitting monthly reconciliations. Reconciliations for accounts identified as high risk must also be signed by the Chief Financial Officer and the Chief Operations Officer. Accountability for excessive write-offs will become part of the annual review process. Education on proper reconciliation procedures will be conducted and templates have been developed so that supervisors may more easily review consistent formats. These changes will combine to create a "best practices" control environment for general ledger reconciliations and cure the identified material weaknesses. (d) Changes in Internal Control Over Financial Reporting Other than the remediations noted in paragraph (c) above, there have not been any changes in the Company’s internal control over financial reporting during the fiscal year ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None. 104 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE. PART III Information concerning Executive Officers of the Company which responds to this Item will be provided supplementary through an amendment to this Form 10-K. The information that responds to this Item with respect to Directors will be provided supplementary through an amendment to this Form 10-K. Information with respect to compliance by the Company's Directors and Executive Officers with Section 16(a) of the Exchange Act will be provided supplementary through an amendment to this Form 10-K. Information regarding the audit committee of the Company's Board of Directors, including information regarding audit committee financial experts serving on the audit committee will be provided supplementary through an amendment to this Form 10-K. Information regarding the process for shareholder nomination of directors will be provided supplementary through an amendment to this Form 10-K. ITEM 11. EXECUTIVE COMPENSATION. The information required in response to this Item will be provided supplementary through an amendment to this Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required in response to this Item will be provided supplementary through an amendment to this Form 10-K. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. The information required in response to this Item will be provided supplementary through an amendment to this Form 10-K. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The information required in response to this Item will be provided supplementary through an amendment to this Form 10-K. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. I. List of Documents Filed as Part of this Annual Report on Form 10-K PART IV A. The following consolidated financial statements are included in Item 8 of this Annual Report: 1. Report of Independent Registered Public Accounting Firm 2. Consolidated Statements of Financial Condition as of March 31, 2017 and 2016 3. Consolidated Statements of Operations for the years ended March 31, 2017 and 2016 4. Consolidated Statements of Comprehensive Loss for the years ended March 31, 2017 and 2016 5. Consolidated Statements of Changes in Equity for the years ended March 31, 2017 and 2016 6. Consolidated Statements of Cash Flows for the years ended March 31, 2017 and 2016 7. Notes to Consolidated Financial Statements. 105 B. Financial Statement Schedules. Financial statement schedules are included in Item 8 of this Annual Report. II. Exhibits required by Item 601 of Regulation S-K: A. See Exhibit Index III. Exhibits required by Rule 405 of Regulation S-T A. See Exhibit Index ITEM 16. FORM 10-K SUMMARY. None. 106 EXHIBIT INDEX Exhibit Number 3.1 3.2 4.1 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24 14 21.1 31.1 31.2 32.1 32.2 Exhibits 101 Description Certificate of Incorporation of Carver Bancorp, Inc. (1) Second Amended and Restated Bylaws of Carver Bancorp, Inc. (2) Stock Certificate of Carver Bancorp, Inc. (1) Carver Bancorp, Inc. 1995 Stock Option Plan, effective as of September 12, 1995 (1) Carver Federal Savings Bank 401(k) Savings Plan in RSI Retirement Trust, as amended and restated effective as of January 1, 1997 and including provisions effective through January 1, 2002 (3) Carver Federal Savings Bank Deferred Compensation Plan, effective as of August 10, 1993 (1) Carver Federal Savings Bank Retirement Plan for Non-employee Directors, effective as of October 24, 1994 (1) Carver Bancorp, Inc. Management Recognition Plan, effective as of September 12, 1995 (1) Carver Bancorp, Inc. Incentive Compensation Plan, effective as of September 12, 1995 (1) Amendment to the Carver Bancorp, Inc. 1995 Stock Option Plan (4) Form of Letter Employment Agreement between Executive Officers and Carver Bancorp, Inc. (5) Carver Bancorp, Inc. Compensation Plan for Non-Employee Directors (3) (*) First Amendment to the Restatement of the Carver Federal Savings Bank 401(k) Savings Plan (3) Second Amendment to the Restatement of the Carver Federal Savings Bank 401(k) Savings Plan for EGTRRA (3) Guarantee Agreement by and between Carver Bancorp, Inc. and U.S. Bank National Association, dated as of September 17, 2003 (6) Amended and Restated Declaration of Trust by and among, U.S. Bank National Association, as Institutional Trustee, Carver Bancorp, Inc., as Sponsor, and Linda Dunn, William Gray and Deborah Wright, as Administrators, dated as of September 17, 2003 (6) Indenture, dated as of September 17, 2003, between Carver Bancorp, Inc., as Issuer, and U.S. Bank National Association, as Trustee (6) Second Amendment to the Carver Bancorp, Inc. Management Recognition Plan, effective as of September 23, 2003 (7) Amended Share Voting Stipulation and Undertaking made by Carver Bancorp, Inc. in favor of the OTS, made as of April 22, 2004 (7) Trust Agreement between Carver Bancorp, Inc. and American Stock & Transfer Trust Company, dated May 3, 2004 (7) Carver Bancorp, Inc. 2006 Stock Incentive Plan, effective as of September 12, 2006 (8) Performance Compensation Plan of Carver Bancorp, Inc. effective as of December 14, 2006 ( 9) Amendment to the Carver Bancorp, In. Stock Incentive Plan (10) Amendment to the Carver Bancorp, Inc. Performance Compensation Plan (10) Employment Agreement Entered into as of January 1, 2015 Between Carver Federal Savings Bank and Michael T. Pugh (11) (*) Carver Bancorp, Inc. 2014 Equity Incentive Plan (12) Formal Agreement by and between Carver Federal Savings Bank and the Office of the Comptroller of the Currency (13) Code of Ethics (14) Subsidiaries of the Registrant Certifications of Chief Executive Officer Certifications of Chief Financial Officer Written Statement of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 Written Statement of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, (vi) the Notes to the Consolidated Financial Statements tagged as blocks of texts and in detail (1) (2) (3) (4) Incorporated herein by reference to Registration Statement No. 333-5559 on Form S-4 of the Registrant filed with the Securities and Exchange Commission on June 7, 1996. Incorporated herein by reference to the Exhibits to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2007. Incorporated herein by reference to the Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2003. Incorporated herein by reference to the Registrant's Proxy Statement dated January 25, 2001. 107 (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) Incorporated herein by reference to the Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2001. Incorporated herein by reference to the Exhibits to the Registrant's Quarterly Report on Form 10-Q for the three months ended September 30, 2003. Incorporated herein by reference to the Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2004. Incorporated herein by reference to the Exhibits to the Registrant's Definitive Proxy Statement on Form 14A filed with the Securities and Exchange Commission on July 31, 2006. Incorporated herein by reference to the Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2007. Incorporated herein by reference to the Exhibits to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2009, filed with the Securities and Exchange Commission on February 17, 2009. Incorporated herein by reference to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2015. Incorporated herein by reference to the Registrant's Definitive Proxy Statement on Form 14A for the 2014 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on July 29, 2014. Incorporated herein by reference to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2016. Incorporated herein by reference to the Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2006. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES November 9, 2017 CARVER BANCORP, INC. By /s/ Michael T. Pugh Michael T. Pugh President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on November 9, 2017 by the following persons on behalf of the Registrant and in the capacities indicated. 108 /s/ Michael T. Pugh Michael T. Pugh President and Chief Executive Officer (Principal Executive Officer) /s/ Christina L. Maier Christina L. Maier First Senior Vice President and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) /s/ Robert R. Tarter Robert R. Tarter Chairman /s/ Ingrid LaMae deJongh Ingrid LaMae deJongh /s/ Colvin W. Grannum Colvin W. Grannum /s/ Pazel G. Jackson, Jr. Pazel G. Jackson, Jr. /s/ Lewis P. Jones III Lewis P. Jones III /s/ Kenneth J. Knuckles Kenneth J. Knuckles /s/ Craig C. MacKay Craig C. MacKay /s/ Michael T. Pugh Michael T. Pugh /s/ Janet L. Rollé Janet L. Rollé /s/ Susan M. Tohbe Susan M. Tohbe Director Director Director Director Director Director Director Director Director 109 [This page intentionally left blank] Corporate Headquarters: 75 West 125th Street New York, NY 10027 Please visit our website at: www.carverbank.com 

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