10-Q 1 a2012930-10q.htm 10-Q 2012.9.30 -10Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 1-13007
CARVER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
 
13-3904174
(I.R.S. Employer Identification No.)
 
 
 
75 West 125th Street, New York, New York
(Address of Principal Executive Offices)
 
10027
(Zip Code)
Registrant’s telephone number, including area code: (718) 230-2900
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
þ Yes         o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
þ Yes        oNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer 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):
o Large Accelerated Filer
o Accelerated Filer
o Non-accelerated Filer
x Smaller Reporting Company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, par value $0.01
 
3,695,320
Class
 
Outstanding at November 12, 2012



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



PART I. FINANCIAL INFORMATION

CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
$ in thousands except per share data
September 30, 2012
 
March 31, 2012
 
(unaudited)
 
 
ASSETS
 
 
 
Cash and cash equivalents:
 
 
 
Cash and due from banks
$
82,179

 
$
89,872

Money market investments
9,898

 
1,825

Total cash and cash equivalents
92,077

 
91,697

 
 
 
 
Restricted cash
6,415

 
6,415

Investment securities:
 
 
 
Available-for-sale, at fair value
114,462

 
85,106

Held-to-maturity, at amortized cost (fair value of $10,737 and $11,774 at September 30, 2012 and March 31, 2012, respectively)
10,038

 
11,081

Total investments
124,500

 
96,187

 
 
 
 
Loans held-for-sale (“HFS”)
26,830

 
29,626

Loans receivable:
 
 
 
Real estate mortgage loans
343,402

 
367,611

Commercial business loans
36,132

 
43,989

Consumer loans
416

 
1,258

Loans, net
379,950

 
412,858

Allowance for loan losses
(16,408
)
 
(19,821
)
Total loans receivable, net
363,542

 
393,037

Premises and equipment, net
9,084

 
9,573

Federal Home Loan Bank of New York (“FHLB-NY”) stock, at cost
3,008

 
2,168

Accrued interest receivable
2,438

 
2,256

Other assets
10,380

 
10,271

Total assets
$
638,274

 
$
641,230

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Liabilities:
 
 
 
Deposits:
 
 
 
Savings
$
98,615

 
$
101,079

Non-Interest Bearing Checking
59,344

 
67,202

NOW
24,977

 
28,325

Money Market
110,206

 
109,404

Certificates of Deposit
213,234

 
226,587

Total deposits
506,376

 
532,597

Advances from the FHLB-NY and other borrowed money
65,414

 
43,429

Other liabilities
11,304

 
8,585

Total liabilities
583,094

 
584,611

 
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, (par value $0.01, per share), 45,118 Series D shares, with a liquidation preference of $1,000 per share, issued and outstanding
45,118

 
45,118

Common stock (par value $0.01 per share: 10,000,000 shares authorized; 3,697,264 issued; 3,695,320 and 3,695,174 shares outstanding at September 30, 2012 and March 31, 2012, respectively)
61

 
61

Additional paid-in capital
55,063

 
54,068

Accumulated deficit
(45,599
)
 
(45,091
)
Non-controlling interest
795

 
2,751

Treasury stock, at cost (1,944 shares at September 30, 2012 and 2,090 and March 31, 2012, respectively).
(417
)
 
(447
)
Accumulated other comprehensive income
159

 
159

Total stockholders’ equity
55,180

 
56,619

Total liabilities and stockholders equity
$
638,274

 
$
641,230

See accompanying notes to consolidated financial statements

1


    
CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
$ in thousands
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
 
2012
 
2011
 
2012
 
2011
Interest Income:
 
 
 
 
 
 
 
 
Loans
 
$
5,486

 
$
6,958

 
$
11,074

 
$
13,660

Mortgage-backed securities
 
275

 
342

 
569

 
739

Investment securities
 
307

 
116

 
507

 
226

Money market investments
 
49

 
25

 
118

 
49

Total interest income
 
6,117

 
7,441

 
12,268

 
14,674

Interest expense:
 
 
 
 
 
 
 
 
Deposits
 
906

 
937

 
1,882

 
1,943

Advances and other borrowed money
 
347

 
827

 
691

 
1,776

Total interest expense
 
1,253

 
1,764

 
2,573

 
3,719

Net interest income
 
4,864

 
5,677

 
9,695

 
10,955

Provision for loan losses
 
560

 
7,007

 
784

 
12,177

Net interest income after provision for loan losses
 
4,304

 
(1,330
)
 
8,911

 
(1,222
)
Non-interest income:
 
 
 
 
 
 
 
 
Depository fees and charges
 
892

 
751

 
1,688

 
1,472

Loan fees and service charges
 
195

 
208

 
395

 
486

Loss on REO, net
 

 
(122
)
 
(288
)
 
(124
)
Gain on sales of loans, net
 
569

 
135

 
604

 
134

New Market Tax Credit (“NMTC”) fees
 
625

 

 
625

 

Lower of cost or market adjustment on loans held for sale
 

 
(275
)
 

 
(375
)
Other
 
153

 
131

 
350

 
326

Total non-interest income
 
2,434

 
828

 
3,374

 
1,919

Non-interest expense:
 
 
 
 
 
 
 
 
Employee compensation and benefits
 
2,704

 
3,137

 
5,424

 
6,182

Net occupancy expense
 
916

 
970

 
1,774

 
1,902

Equipment, net
 
609

 
537

 
1,091

 
1,079

Consulting fees
 
113

 
116

 
180

 
205

Federal deposit insurance premiums
 
331

 
355

 
674

 
809

Other
 
2,217

 
2,512

 
4,381

 
4,742

Total non-interest expense
 
6,890

 
7,627

 
13,524

 
14,919

Loss before income taxes
 
(152
)
 
(8,129
)
 
(1,239
)
 
(14,222
)
   Income tax expense (benefit)
 
36

 
185

 
196

 
76

Net loss before attribution of noncontrolling interest
 
(188
)
 
(8,314
)
 
(1,435
)
 
(14,298
)
Non Controlling interest, net of taxes
 
(52
)
 
1,136

 
(936
)
 
1,282

Net loss
 
$
(136
)
 
$
(9,450
)
 
$
(499
)
 
$
(15,580
)
 
 
 
 
 
 
 
 
 
Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
 
Change in unrealized gain/loss of securities available for sale
 
390

 
(146
)
 
302

 
125

Change in pension obligations
 

 
(30
)
 
(302
)
 
(30
)
Total other comprehensive income (loss), net of tax
 
390

 
(176
)
 

 
95

Total comprehensive loss, net of tax
 
$
254

 
$
(9,626
)
 
$
(499
)
 
$
(15,485
)
 
 
 
 
 
 
 
 
 
Loss per common share:
 
 
 
 
 
 
 
 
       Basic (*)
 
$
(0.04
)
 
$
(58.67
)
 
$
(0.14
)
 
$
(95.68
)

(*) Common stock shares for all periods presented reflects a 1 for 15 reverse stock split which was effective on October 27, 2011                See accompanying notes to consolidated financial statements

2


CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the six months ended September 30, 2012
(Unaudited)
$ in thousands
 
Preferred Stock
 
Common
Stock
 
Additional Paid-
In Capital
 
Treasury
Stock
 
Non-
controlling
interest
 
Accumulated deficit
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Stockholders’
Equity
Balance—March 31, 2012
 
$
45,118

 
$
61

 
$
54,068

 
$
(447
)
 
$
2,751

 
$
(45,091
)
 
$
159

 
$
56,619

Net loss
 

 

 

 

 

 
(499
)
 

 
(499
)
Other comprehensive loss, net of taxes
 

 

 

 

 

 

 

 

Transfer between Non Controlling and Controlling Interest
 

 

 
1,020

 

 
(1,020
)
 

 

 

Loss attributable to non controlling interest
 

 

 

 

 
(936
)
 

 

 
(936
)
Treasury stock activity
 

 

 
(25
)
 
30

 

 
(9
)
 

 
(4
)
Balance— September 30, 2012
 
$
45,118

 
$
61

 
$
55,063

 
$
(417
)
 
$
795

 
$
(45,599
)
 
$
159

 
$
55,180

See accompanying notes to consolidated financial statements.

3



CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
$ in thousands
 
Six Months Ended September 30,
 
 
2012
 
2011
OPERATING ACTIVITIES
 
 
 
 
Net loss before attribution of noncontrolling interests
 
$
(1,435
)
 
$
(14,298
)
Noncontrolling interest
 
(936
)
 
1,282

Net loss
 
(499
)
 
(15,580
)
Adjustments to reconcile net loss to net cash from operating activities:
 
 
 
 
Provision for loan losses
 
784

 
12,177

Stock based compensation expense
 

 
37

Depreciation and amortization expense
 
551

 
723

Amortization of intangibles
 

 
76

Loss on real estate owned
 
288

 
124

Gain on sale of loans, net
 
(604
)
 
(135
)
Market adjustment on held for sale loans
 

 
375

Proceeds from sale of loans held-for-sale
 
10,191

 
8,237

(Increase) decrease in accrued interest receivable
 
(182
)
 
371

Decrease in loan premiums and discounts and deferred charges
 
(162
)
 
(80
)
Decrease in premiums and discounts — securities
 
574

 
221

(Decrease) increase in other assets
 
(269
)
 
364

Increase in other liabilities
 
1,482

 
3,746

Net cash provided by operating activities
 
12,154

 
10,656

INVESTING ACTIVITIES
 
 
 
 
Purchases of securities: Available-for-sale
 
(51,399
)
 
(18,325
)
Proceeds from principal payments, maturities, calls and sales of securities: Available-for-sale
 
21,795

 
14,355

Proceeds from principal payments, maturities, calls and sales of securities: Held-to-maturity
 
1,022

 
5,689

Originations of loans held-for-investment
 
(11,645
)
 
(14,708
)
Principal collections on loans
 
32,326

 
51,800

Proceeds on sale of loans
 
1,071

 
1,363

Increase in restricted cash
 

 
(6,275
)
(Purchase)/redemption of FHLB-NY stock
 
(840
)
 
509

Purchase of premises and equipment
 
(62
)
 
(115
)
Proceeds from sale of real estate owned
 
195

 
563

Net cash (used in) provided by investing activities
 
(7,537
)
 
34,856

FINANCING ACTIVITIES
 
 
 
 
Net decrease in deposits
 
(26,221
)
 
(60,876
)
Net change in FHLB-NY advances and other borrowings
 
21,984

 
(10,128
)
Increase in capital
 

 
51,432

Net cash used in financing activities
 
(4,237
)
 
(19,572
)
Net (decrease) increase in cash and cash equivalents
 
380

 
25,940

Cash and cash equivalents at beginning of period
 
91,697

 
44,077

Cash and cash equivalents at end of period
 
$
92,077

 
$
70,017

Supplemental information:
 
 
 
 
Noncash Transfers-
 
 
 
 
Change in unrealized loss on valuation of available-for-sale investments, net
 
$
180

 
$
169

Transfers from loans held-for-investment to loans held-for-sale
 
$
6,991

 
$
38,776

Cash paid for-
 
 
 
 
Interest
 
$
2,348

 
$
3,959

Income taxes
 
$
29

 
$
808

See accompanying notes to consolidated financial statements

4


CARVER BANCORP, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1. ORGANIZATION
Nature of operations
Carver Bancorp, Inc. (on a stand-alone basis, the “Company” or “Registrant”), was incorporated in May 1996 and its principal wholly-owned 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 Corp. (“CCDC”) and CFSB Credit Corp., which is currently inactive. The Bank has a majority owned interest in Carver Asset Corporation, a real estate investment trust 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 2,314,275 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.
In September 2003, the Company formed Carver Statutory Trust I (the “Trust”) for the sole purpose of issuing trust preferred securities and investing the proceeds in an equivalent amount of floating rate junior subordinated debentures of the Company. In accordance with Accounting Standards Codification (“ASC”) 810, “Consolidations,” Carver Statutory Trust I is unconsolidated for financial reporting purposes.
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.
On February 10, 2011, Carver Federal Savings Bank and Carver Bancorp, Inc. consented to enter into Cease and Desist Orders (“Orders”) with the Office of Thrift Supervision (“OTS”). The OTS issued these Orders based upon its findings that the Company was operating with an inadequate level of capital for the volume, type and quality of assets held by the Company, that it was operating with an excessive level of adversely classified assets; and earnings inadequate to augment its capital. Effective July 21, 2011, supervisory authority for the Orders passed to the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency (“OCC”). No assurances can be given that the Bank and the Company will continue to comply with all provisions of the Orders. Failure to comply with these provisions could result in further regulatory actions to be taken by the regulators.
On June 29, 2011 the Company raised $55 million of capital by issuing 55,000 shares of mandatorily convertible non-voting participating preferred stock, Series C (the “Series C preferred stock”). The issuance resulted in a $51.4 million increase in equity after considering the effect of various expenses associated with the capital raise. The capital raise enabled the Company on June 30, 2011 to make a capital injection of $37 million in the Bank. In December 2011, another $7 million capital injection was made in the Bank. The remainder of the net capital raised is retained by the Company for future strategic purposes or to down-stream into the Bank, if necessary. No assurances can be given that the amount of capital raised is sufficient to absorb the expected losses in the Bank's loan portfolio. Should the losses be greater than expected, additional capital may be necessary in the future.
On October 25, 2011 Carver's stockholders voted to approve a 1-for-15 reverse stock split. A separate vote of approval was given to convert the Series C preferred stock to non-cumulative non-voting participating preferred stock, Series D (“the Series D preferred stock”) and to common stock and to exchange the Treasury Community Development Capital Initiative (“CDCI”) Series B preferred stock for common stock.

On October 27, 2011 the 1-for-15 reverse stock split was effected, which reduced the number of outstanding shares of common stock from 2,492,415 to 166,161.
On October 28, 2011 the Treasury exchanged the CDCI Series B preferred stock for 2,321,286 shares of Carver common stock and the Series C preferred stock converted into 1,208,039 shares of Carver common stock and 45,118 shares of Series D preferred stock.

5



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., Carver Community Development Corporation, 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. These unaudited consolidated financial statements should be read in conjunction with the March 31, 2012 Annual Report to Stockholders on Form 10-K. Amounts subject to significant estimates and assumptions are items such as the allowance for loan losses, realization of deferred tax assets, 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 write-downs 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 Office of the Comptroller of the Currency (“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 write-downs of real estate owned based on their judgments about information available to them at the time of their examination.

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, 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 income (loss), a component of the Statement of Operations and Comprehensive Loss and a component of the Statement of Changes in Stockholders Equity. 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 entity 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.
During fiscal 2013 and fiscal 2012, no impairment charges were recorded. Gains or losses on sales of securities of all classifications are recognized based on the specific identification method.





6


Loans Held-for-Sale

Loans held-for-sale are carried at the lower of cost or market value. The valuation methodology for loans held-for-sale are based upon amounts offered, appraisals or other acceptable valuation methods and, in some instances, prior loan loss experience of Carver in connection with note sales since March 31, 2011.

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 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 non-accrual 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 non-accrual status, any interest accrued but not received is reversed against interest income.  Payments received on a non-accrual loan are either applied to protection advances, the outstanding principal balance or recorded as interest income, depending on an assessment of the ability to collect the loan.  A non-accrual 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.

The Company defines an impaired loan as a loan for which it is probable, based on current information, that the lender will not collect all amounts due under the contractual terms of the loan agreement. Collateral dependent impaired loans are assessed individually to determine if the loan's current estimated fair value of the property that collateralizes the impaired loan, if any, less costs to sell the property, is less than the recorded investment in the loan. Cash flow dependent loans are assessed individually to determine if the present value of the expected future cash flows is less than the recorded investment in the loan. Smaller balance homogeneous loans are evaluated for impairment collectively unless they are modified in a troubled debt restructuring. Such loans primarily include one-to four family residential mortgage loans and consumer loans.

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 Accounting Standards Codification (“ASC”) Topic 450 and ASC Topic 310. Compliance with the Interagency Policy Statement includes management's review of the Bank's loan portfolio, including the identification and review of 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 are all taken into consideration.
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 a great amount of judgment applied to developing the ALLL. As such, there can never be assurance that the ALLL accurately reflects the actual loss potential inherent in a loan portfolio. Any change in circumstances considered by management to develop the ALLL could necessitate a change to the ALLL, including a change to the loan portfolio, such as a decline in credit quality or an increase in potential problem loans.

General Reserve Allowance
Carver's maintenance of a general reserve allowance in accordance with ASC Topic 450 includes Carver's evaluating the risk to loss potential of homogeneous pools of loans based upon a review of nine different factors that are then applied to each pool.  The pools of loans (“Loan Type”) are:

1-4 Family
Construction
Multifamily
Commercial Real Estate

7


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
Loss

The Bank next applies to each pool a risk factor that determines the level of general reserves for that specific pool.  The risk factors are comprised of actual losses for the most recent four quarters as a percentage of each respective Loan Type plus qualitative factors.  As the loss experience for a Loan Type increases or decreases, the level of reserves required for that particular Loan Type also increases or decreases.  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-offs, 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 Topic 310 guidelines. The amount assigned to the specific reserve allowance is individually-determined based upon the loan. The ASC Topic 310 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 institution may choose the appropriate ASC Topic 310 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 Credit Officer deems appropriate for review, are identified and reviewed for individual evaluation for impairment in accordance with ASC Topic 310, Accounting by Creditors for Impairment of a Loan. Carver also performs impairment analysis for all troubled debt restructurings (“TDRs”). If it is determined that it is probable the Bank will be unable to collect all amounts due according to 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 & Classified loans to be evaluated for potential losses. Loans determined to be impaired are then evaluated to determine the measure of impairment

8


amount based on one of the three measurement methods noted above. If it is determined that there is an impairment amount, the Bank then determines whether the impairment amount is permanent (that is a confirmed loss), 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
Troubled debt restructured loans (“TDR”) 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, 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 Company records an impairment charge 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 Company records an impairment 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 non-accrual status until they have performed in accordance with the restructured terms for a period of at least 6 months.

NOTE 3. LOSS PER 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 following periods:
        
 
 
Three Months Ended
September 30,
 
Six Months Ended September 30,
 
 
2012
 
2011
 
2012
 
2011
Loss per common share — basic
 
 
 
 
 
 
 
 
Net loss
 
$
(136
)
 
$
(9,450
)
 
$
(499
)
 
$
(15,580
)
Less: Capital Purchase Program "CPP" Preferred Dividends
 

 
288

 

 
288

Net Loss Available to Common Shareholders
 
$
(136
)
 
$
(9,738
)
 
$
(499
)
 
$
(15,868
)
Weighted average common shares outstanding (1)
 
3,695,653

 
165,983

 
3,695,597

 
165,852

Loss per common share
 
$
(0.04
)
 
$
(58.67
)
 
$
(0.14
)
 
$
(95.68
)
(1) Common share count for all periods presented reflects a 1-for-15 reverse stock split which was effective on October 27, 2011.

NOTE 4. COMMON STOCK DIVIDENDS
As previously disclosed in a 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. In accordance with the Orders, the Bank and Company are also prohibited from paying any dividends without prior regulatory approval, and, as such, suspended the regularly quarterly cash dividend payments on the Company's Series B preferred stock issued under the Trouble Asset Relief Program Capital Purchase Program (“TARP CPP”) to the United States Department of Treasury (“Treasury”). There are no assurances that the payments of dividends on the common stock will resume.
Debenture interest payments which had previously been deferred in March 2011 and June 2011 on the Carver Statutory Trust I (trust preferred securities (“TruPS”) were brought current in September 2011 before the regulators precluded future payments without prior approval. These payments remain on deferral status.
On October 18, 2011 Carver received approval from the Federal Reserve Bank to pay all outstanding dividend payments (which included $192 thousand accrued during the six month period ended September 30, 2011) on the Company's Series B preferred stock issued under the TARP CPP.

9


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


NOTE 5. INVESTMENT SECURITIES
The Bank utilizes mortgage-backed and other investment securities in its asset/liability management strategy. In making investment decisions, the Bank considers, among other things, its yield and interest rate objectives, its interest rate and credit risk position and its liquidity and cash flow.
Generally, the investment policy of the Bank is to invest funds among categories of investments and maturities based upon the Bank’s asset/liability management policies, investment quality, loan and deposit volume and collateral requirements, liquidity needs and performance objectives. ASC subtopic 320-942 requires that securities be classified into three categories: trading, held-to-maturity, and available-for-sale. At September 30, 2012, the Bank had no securities classified as trading. At September 30, 2012, $114.5 million, or 91.9%, of the Bank’s mortgage-backed and other investment securities, were classified as available-for-sale. The remaining $10.0 million, or 8.1%, were classified as held-to-maturity.
The following table sets forth the amortized cost and estimated fair value of securities available-for-sale and held-to-maturity at September 30, 2012 :
$ in thousands
 
Amortized
 
Gross Unrealized
 
 
 
 
Cost
 
Gains
 
Losses
 
Fair-Value
Available-for-Sale:
 
 
 
 
 
 
 
 
Mortgage-backed securities:
 
 
 
 
 
 
 
 
Government National Mortgage Association
 
$
25,217

 
$
203

 
$
(210
)
 
$
25,210

Federal Home Loan Mortgage Corporation
 
7,500

 
68

 
(31
)
 
7,537

Federal National Mortgage Association
 
5,204

 
151

 

 
5,355

Small Business Association
 
1,962

 
34

 

 
1,996

Other
 
51

 

 

 
51

Total mortgage-backed securities
 
39,934

 
456

 
(241
)
 
40,149

U.S. Government Agency Securities
 
43,128

 
153

 
(20
)
 
43,261

U.S. Government Securities
 
3,102

 
3

 

 
3,105

Corporates Bonds
 
1,904

 
114

 

 
2,018

Asset-backed Securities
 
15,237

 
48

 
(21
)
 
15,264

Other
 
10,485

 
180

 

 
10,665

Total available-for-sale
 
113,790

 
954

 
(282
)
 
114,462

Held-to-Maturity:
 
 
 
 
 
 
 
 
Mortgage-backed securities:
 
 
 
 
 
 
 
 
Government National Mortgage Association
 
5,983

 
483

 

 
6,466

Federal Home Loan Mortgage Corporation
 
2,559

 
124

 

 
2,683

Federal National Mortgage Association
 
1,496

 
92

 

 
1,588

Total held-to-maturity mortgage-backed securities
 
10,038

 
699

 

 
10,737

 
 
 
 
 
 
 
 
 
Total securities
 
$
123,828

 
$
1,653

 
$
(282
)
 
$
125,199




10




The following table sets forth the amortized cost and estimated fair value of securities available-for-sale and held-to-maturity at March 31, 2012:

$ in thousands
 
Amortized
 
Gross Unrealized
 
Estimated
 
 
Cost
 
Gains
 
Losses
 
Fair-Value
Available-for-Sale:
 
 
 
 
 
 
 
 
Mortgage-backed securities:
 
 
 
 
 
 
 
 
Government National Mortgage Association
 
$
31,100

 
$
269

 
$
(23
)
 
$
31,346

Federal Home Loan Mortgage Corporation
 
7,468

 
8

 
(1
)
 
7,475

Federal National Mortgage Association
 
7,214

 
50

 
(1
)
 
7,263

Total mortgage-backed securities
 
45,782

 
327

 
(25
)
 
46,084

U.S. Government Agency Securities
 
23,176

 
91

 
(63
)
 
23,204

U.S. Government Securities
 
3,356

 
6

 
(1
)
 
3,361

Corporate Bonds
 
1,890

 
58

 

 
1,948

Other
 
10,536

 

 
(27
)
 
10,509

Total available-for-sale
 
84,740

 
482

 
(116
)
 
85,106

Held-to-Maturity:
 
 
 
 
 
 
 
 
Mortgage-backed securities:
 
 
 
 
 
 
 
 
Government National Mortgage Association
 
6,659

 
473

 

 
7,132

Federal Home Loan Mortgage Corporation
 
2,794

 
134

 

 
2,928

Federal National Mortgage Association
 
1,628

 
86

 

 
1,714

Total held-to-maturity mortgage-backed securities
 
11,081

 
693

 

 
11,774

Total securities
 
$
95,821

 
$
1,175

 
$
(116
)
 
$
96,880

The following table sets forth the unrealized losses and fair value of securities at September 30, 2012 for less than 12 months and 12 months or longer:
$ in thousands
 
Less than 12 months
 
12 months or longer
 
Total
 
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
 
$
(188
)
 
$
17,123

 
$
(53
)
 
$
3,986

 
$
(241
)
 
$
21,109

Asset-backed securities
 
(21
)
 
6,716

 

 

 
(21
)
 
6,716

U.S. Government Agency Securities
 
(20
)
 
11,044

 

 

 
(20
)
 
11,044

U.S. Government Securities
 

 
1,552

 

 

 

 
1,552

Total available-for-sale securities
 
(229
)
 
36,435

 
(53
)
 
3,986

 
(282
)
 
40,421








11




The following table sets forth the unrealized losses and fair value of securities at March 31, 2012 for less than 12 months and 12 months or longer:

$ in thousands
 
Less than 12 months
 
12 months or longer
 
Total
 
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
 
$
(25
)
 
$
13,699

 
$

 
$

 
$
(25
)
 
$
13,699

U.S. Government Agency Securities
 
(63
)
 
9,917

 

 

 
(63
)
 
9,917

U.S. Government Securities
 
(1
)
 
1,555

 

 

 
(1
)
 
1,555

Others
 
(27
)
 
9,973

 

 

 
(27
)
 
9,973

Total available-for-sale securities
 
(116
)
 
35,144

 

 

 
(116
)
 
35,144


A total of 13 securities had an unrealized loss at September 30, 2012 compared to 14 at March 31, 2012. The majority of the securities in an unrealized loss position were mortgage-backed securities, U.S. Government Agency securities, asset-backed securities and U.S. Treasury securities, representing 42.4%, 16.6%, 27.3% and 3.8% of total securities in an unrealized loss position that had an unrealized loss for less than 12 months at September 30, 2012. One security representing 9.9% of those securities in an unrealized loss position had an unrealized loss for more than 12 months at September 30, 2012.

Given the U.S. government's guarantees of the mortgage-backed and agency securities and U.S. Treasury Notes, there is no reason to believe that these securities will experience permanent impairment. Management believes that these unrealized losses are a direct result of the current rate environment and will recover as the economic conditions improve. On the two impaired asset-backed securities, the credit ratings from Moody's and Standard & Poor's were triple and double 'A' for the respective securities. Management believes that these securities impairments are due to interest rate cycles and will not be permanent.

For the quarter ended September 30, 2012, there was a Government National Mortgage Association security impaired for more than 12 months. Management believes that this security impairment is due to interest rate cycle and intends to keep the security in the portfolio for the foreseeable future. Given the Bank's ample liquidity, the bank also has the ability to hold this security in the portfolio.

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 entity 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. At September 30, 2012, the Bank does not have any other securities that may be 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 September 30, 2012, 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.


12


$ in thousands
Amortized
Cost
 
Fair Value
 
Weighted
Average Yield
Available-for-Sale:
 
 
 
 
 
Less than one year
$
3,103

 
$
3,105

 
0.39
%
One through five years
9,898

 
10,074

 
1.53
%
Five through ten years
30,615

 
30,778

 
1.58
%
After ten years
70,174

 
70,505

 
1.46
%
Total
113,790

 
114,462

 
1.46
%
 
 
 
 
 
 
Held-to-maturity:
 
 
 
 
 
Five through ten years
204

 
214

 
3.92
%
After ten years
9,834

 
10,523

 
4.09
%
Total
$
10,038

 
$
10,737

 
4.09
%



NOTE 6. LOANS RECEIVABLE AND ALLOWANCE FOR LOAN AND LEASE LOSSES
The loans receivable portfolio is segmented into One-to-Four Family, Multifamily Mortgage, Commercial Real-Estate, Construction, Business, Small Business Administration & Consumer and Other Loans.
The Allowance for Loan and Lease Losses (“ALLL”) reflects management’s judgment in the evaluation of probable loan losses inherent in the portfolio at the balance sheet date. Management uses a disciplined process and methodology to calculate the ALLL each quarter. To determine the total ALLL, management estimates the reserves needed for each segment of the loan portfolio, including loans analyzed individually and loans analyzed on a pooled basis. For further details on the ALLL, please reference Note 2 "Summary of Significant Accounting Policies."
From time to time, events or economic factors may affect the loan portfolio, causing management to provide additional amounts or release balances from the ALLL. The ALLL is sensitive to risk ratings assigned to individually evaluated loans and economic assumptions and delinquency trends. Individual loan risk ratings are evaluated based on the specific facts related to that loan. Additions to the ALLL are made by charges to the provision for loan losses. Credit exposures deemed to be uncollectible are charged against the ALLL, while recoveries of previously charged off amounts are credited to the ALLL.
The following is a summary of loans receivable, net of allowance for loan losses, and loans held for sale at September 30, 2012 and March 31, 2012.


13


$ in thousands
 
September 30, 2012
 
March 31, 2012
 
 
Amount
 
Percent
 
Amount
 
Percent
Gross loans receivable:
 
 
 
 
 
 
 
 
One- to four-family
 
$
62,166

 
16.28
%
 
$
66,313

 
15.99
%
Multifamily
 
73,462

 
19.24
%
 
78,859

 
19.01
%
Commercial real estate
 
200,685

 
52.57
%
 
207,505

 
50.02
%
Construction
 
8,296

 
2.17
%
 
16,471

 
3.97
%
Business
 
36,731

 
9.62
%
 
44,424

 
10.71
%
Consumer and other (1)
 
416

 
0.11
%
 
1,258

 
0.30
%
Total loans receivable
 
381,756

 
100.00
%
 
414,830

 
100.00
%
Add:
 
 
 
 
 
 
 
 
Premium on loans
 
146

 
 
 
137

 
 
Less:
 
 
 
 
 
 
 
 
Deferred fees and loan discounts
 
(1,952
)
 
 
 
(2,109
)
 
 
Allowance for loan losses
 
(16,408
)
 
 
 
(19,821
)
 
 
Total loans receivable, net
 
$
363,542

 
 
 
$
393,037

 
 
 
 
 
 
 
 
 
 
 
Loans held-for-sale
 
$
26,830

 
 
 
$
29,626

 
 
(1) Includes personal loans
The following is an analysis of the allowance for loan losses based upon the method of evaluating loan impairment for the six month period ended September 30, 2012.
$ in thousands
 
One-to-four
family
Residential
 
Multi-Family
Mortgage
 
Commercial Real
Estate
 
Construction
 
Business
 
Consumer and
Other
 
Unallocated
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
 
$
4,305

 
$
5,409

 
$
6,709

 
$
1,532

 
$
1,786

 
$
80

 
$

 
$
19,821

Charge-offs:
 
1,633

 
225

 
1,148

 

 
1,198

 
2

 

 
4,206

Recoveries:
 

 

 

 

 
6

 
3

 

 
9

Provision for Loan Losses
 
2,037

 
(2,545
)
 
(513
)
 
(1,226
)
 
3,020

 
(37
)
 
48

 
784

Ending Balance
 
$
4,709

 
$
2,639

 
$
5,048

 
$
306

 
$
3,614

 
$
44

 
$
48

 
$
16,408

Allowance for Loan Losses Ending Balance: collectively evaluated for impairment
 
4,582

 
2,590

 
4,613

 
306

 
1,944

 
44

 
48

 
14,127

Allowance for Loan Losses Ending Balance: individually evaluated for impairment
 
127

 
49

 
435

 

 
1,670

 

 

 
2,281

The following is an analysis of the loan receivable balances showing the methods of evaluating the loan portfolio for impairment for the six months period September 30, 2012.
Loan Receivables Ending Balance:
 
$
61,948

 
$
73,515

 
$
199,641

 
$
8,297

 
$
36,097

 
$
452

 

 
$
379,950

Ending Balance: collectively evaluated for impairment
 
59,024

 
72,837

 
187,274

 
4,039

 
30,544

 
452

 

 
354,170

Ending Balance: individually evaluated for impairment
 
2,924

 
678

 
12,367

 
4,258

 
5,553

 

 

 
25,780



14


The following is an analysis of the allowance for loan losses based upon the method of evaluating loan impairment for the six month period ended September 30, 2011.

$ in thousands
 
One-to-four family Residential
 
Multi-Family Mortgage
 
Commercial Real Estate
 
Construction
 
Business
 
Consumer and Other
 
Unallocated
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
 
$
2,923

 
$
6,223

 
$
3,999

 
$
6,944

 
$
2,965

 
$
93

 
$

 
$
23,148

Charge-offs:
 
(728
)
 
(4,081
)
 
(3,572
)
 
(5,205
)
 
(398
)
 

 

 
(13,984
)
Recoveries:
 

 

 
2

 
1

 
86

 

 

 
89

Provision for Loan Losses
 
1,111

 
5,244

 
5,435

 
841

 
(726
)
 
30

 
242

 
12,177

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending Balance
 
$
3,306

 
$
7,386

 
$
5,864

 
$
2,581

 
$
1,927

 
$
123

 
242

 
$
21,429


The following is an analysis of the allowance for loan losses based upon the method of evaluating loan impairment as of March 31, 2012.

$ in thousands
 
One-to-four family Residential
 
Multi-Family Mortgage
 
Commercial Real Estate
 
Construction
 
Business
 
Consumer and Other
 
Total
Allowance for Loan Losses Ending Balance: collectively evaluated for impairment
 
$
4,098

 
$
5,348

 
$
6,177

 
$
1,484

 
$
1,685

 
$
80

 
$
18,872

Allowance for Loan Losses Ending Balance: individually evaluated for impairment
 
207

 
61

 
532

 
48

 
101

 

 
949

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The following is an analysis of the loan receivable balances showing the methods of evaluating the loan portfolio for impairment for the fiscal year ended March 31, 2012
Loan Receivables Ending Balance :
 
66,172

 
78,984

 
206,022

 
16,433

 
43,982

 
1,265

 
412,858

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending Balance: collectively evaluated for impairment
 
63,866

 
77,976

 
185,249

 
10,346

 
38,124

 
1,265

 
376,826

Ending Balance: individually evaluated for impairment
 
2,306

 
1,008

 
20,773

 
6,087

 
5,858

 

 
36,032







15


The following is a summary of non-performing loans at September 30, 2012, and March 31, 2012.
$ in thousands
September 30, 2012
March 31, 2012
Loans accounted for on a non-accrual basis:
 
 
Gross loans receivable:
 
 
One-to-four family
$
6,094

$
6,988

Multifamily
1,724

2,923

Commercial real estate
14,145

24,467

Construction
4,258

11,325

Business
8,717

8,862

Consumer
15

23

Total non-accrual loans
$
34,953

$
54,588

Non-performing loans decreased to $35.0 million at September 30, 2012 from $54.6 million at March 31, 2012. The majority of the decline during the current six month period ended September 30, 2012 related to 9 non-performing loans with a fair value of $7.2 million that were moved to held for sale, 6 TDR loans with a fair value of $1.8 million that were upgraded to performing as they had performed in accordance with their modified terms for six months and one construction loan with a fair value of $5 million that was paid off.
Non-performing loans at September 30, 2012, were comprised of $9.5 million of loans 90 days or more past due and non-accruing, $8.6 million of loans that are either performing or less than 90 days past due and have been deemed to be impaired and $16.9 million of loans classified as a troubled debt restructuring and either not consistently performing in accordance with their modified terms or not performing in accordance with their modified terms for at least six months.
Non-performing loans at March 31, 2012, were comprised of $31.5 million of loans 90 days or more past due and non-accruing, $2.1 million of loans that are either performing or less than 90 days past due and have been deemed to be impaired and $21.0 million of loans classified as a troubled debt restructuring and 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 September 30, 2012, other non-performing assets totaled $28.9 million which consists of other real estate owned and held-for-sale loans.  Other real estate owned of $2.1 million reflects five foreclosed properties.
The Bank utilizes an internal loan classification system as a means of reporting problem loans within its loans 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 September 30, 2012, and based on the most recent analysis performed in the current quarter, the risk category by class of loans is as follows.

16


$ in thousands
 
Multi-Family
Mortgage
 
Commercial
Real Estate
 
Construction
 
Business
Credit Risk Profile by Internally Assigned Grade:
 
 
 
 
 
 
 
 
Pass
 
$
67,300

 
$
164,096

 
$
4,039

 
$
21,923

Special Mention
 
2,926

 
5,448

 

 
3,249

Substandard
 
3,289

 
30,097

 
4,258

 
10,925

Doubtful
 

 

 

 

Loss
 

 

 

 

Total
 
$
73,515

 
$
199,641

 
$
8,297

 
$
36,097

$ in thousands
 
One-to-four family
Residential
 
Consumer and
Other
Credit Risk Profile Based on Payment Activity:
 
 
 
 
Performing
 
$
55,854

 
$
437

Non-Performing
 
6,094

 
15

Total
 
$
61,948

 
$
452


As of March 31, 2012, and based on the most recent analysis performed, the risk category by class of loans is as follows.

$ in thousands
Multi-Family Mortgage
 
Commercial Real Estate
 
Construction
 
Business
Credit Risk Profile by Internally Assigned Grade:
 
 
 
 
 
 
Pass
$
74,900

 
$
167,606

 
$
201

 
$
25,963

Special Mention
381

 
1,456

 
6,108

 
4,954

Substandard
3,703

 
36,959

 
10,124

 
12,551

Doubtful

 

 

 
514

Loss

 

 

 

Total
$
78,984

 
$
206,021

 
$
16,433

 
$
43,982

 
 
 
 
 
 
 
 
 
 
 
$ in thousands
One-to-four family Residential
 
Consumer and Other
 
 
 
 
Credit Risk Profile Based on Payment Activity:
 
 
 
 
 
 
Performing
$
59,185

 
$
1,242

 
 
 
 
Non-Performing
6,987

 
23

 
 
 
 
Total
$
66,172

 
$
1,265

 
 
 
 








17


The following table presents an aging analysis of the recorded investment of past due financing receivable as of September 30, 2012.
$ in thousands
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Greater Than
90 Days
 
Total Past
Due
 
Impaired(1)
 
TDR (2)
 
Current
 
Total Financing
Receivables
One-to-four family residential
 
$

 
$
589

 
$
3,170

 
$
3,759

 
$

 
$
2,924

 
$
55,265

 
$
61,948

Multi-family mortgage
 

 
162

 
1,046

 
1,208

 

 
678

 
71,629

 
73,515

Commercial real estate
 
4,224

 
1,560

 
1,778

 
7,562

 
3,618

 
8,749

 
179,712

 
199,641

Construction
 

 

 

 

 
4,258

 

 
4,040

 
8,298

Business
 

 
420

 
3,450

 
3,870

 
686

 
4,581

 
26,959

 
36,096

Consumer and other
 
18

 
22

 
15

 
55

 

 

 
397

 
452

Total
 
$
4,242

 
$
2,753

 
$
9,459

 
$
16,454

 
$
8,562

 
$
16,932

 
$
338,002

 
$
379,950

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


(1) Consists of loans which are less than 90 days past due but impaired due to other risk characteristics.

(2) Excludes $5.2 million TDR loans that have performed in accordance with their modified terms for at least
six months and are considered performing. These loans are classified as current.




The following table presents an aging analysis of the recorded investment of past due financing receivable as of March 31, 2012. Also included are loans that are 90 days or more past due as to interest and principal and still accruing because they are well-secured and in the process of collection.
$ in thousands
30-59 Days Past Due
 
60-89 Days Past Due
 
Greater Than 90 Days
 
Total Past Due
 
Impaired (1)
 
TDR (2)
 
Current
 
Total Financing Receivables
One-to-four family residential
$
2,381

 
$

 
$
4,681

 
$
7,062

 
$

 
$
2,306

 
56,804