form11k_2011.htm
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K


[x]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

OR

[  ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

For the transition period from _______________ to _______________

Commission File Number 001-13007

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

Carver Federal Savings Bank 401(k) Savings Plan

B:  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Carver Bancorp, Inc.
75 W. 125th Street
New York, New York 10027-4512


 
 

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Financial Statements and Supplemental Schedule

December 31, 2010 and 2009
 

 
 

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Table of Contents


 
Page
   
Independent Auditors’ Report
1
   
Financial Statements:
 
   
Statement of Net Assets Available for Plan Benefits
  as of December 31, 2010 and 2009
 
2
   
Statement of Changes in Net Assets Available for Plan Benefits
  for the Year Ended December 31, 2010
 
3
   
Notes to Financial Statements
4-13
   
Supplemental Schedule:
 
   
Schedule H, Line 4i – Schedule of Assets
(Held at End of Year) as of December 31, 2010
 
14


All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


 
 

 

 
[Letterhead of P&G Associates]


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Trustees and Participants in the
Carver Federal Savings Bank
401(k) Savings Plan
 
We have audited the accompanying statements of net assets available for benefits of the Carver Federal Savings Bank 401(k) Savings Plan (the Plan), as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.
 
 
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i - schedule of assets (held at end of year) as of December 31, 2010 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic
 
Very truly yours,

/s/ P&G Associates

P&G Associates
June 9, 2011
 

 
1

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Statement of Net Assets Available for Plan Benefits

As of December 31,
 


 
 
2010
   
2009
 
 Assets            
Investments
           
Mutual Funds
  $ 1,749,687     $ 1,539,804  
Common Collective Trust
    697,174       583,724  
Self directed brokerage accounts:
               
Money Market Fund
    86,862       166,478  
Common Stocks
    12,072       61,799  
Bonds/Preferred Stock
    12,397        
Mutual Funds
    124,773       27,085  
Other
    26,975        
Cash
    38       50  
Total self directed brokerage
    263,117       255,412  
Common Stock - Carver Bancorp
    6,822       25,991  
Total investments
    2,716,800       2,404,931  
                 
Other Assets
               
Participant loans
    100,587       33,701  
Cash
    493        
Other (Contributions Receivable, Accrued Income, etc.)
    18,168       16,977  
Total Other Assets
    119,248       50,678  
                 
Total Assets
    2,836,048       2,455,609  
                 
Liabilities
               
Unclaimed Checks
    43,962       43,442  
Total Liabilities
    43,962       43,442  
                 
Net assets available for plan benefits at fair value
    2,792,086       2,412,167  
Adjustment from fair value to contract value for fully benefit responsive investment contracts (Note 2(b))
          42,589  
Net assets available for plan benefits
  $ 2,792,086     $ 2,454,756  


 
2

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Statement of Changes in Net Assets Available for Plan Benefits

Year ended December 31, 2010
 

 
Additions to net assets attributed to:
     
       
Investment income
     
Net appreciation (depreciation) in fair value of investments
  $ 154,489  
Interest and Dividends
    46,164  
Net investment gain (loss)
    200,653  
         
Contributions
       
Employer contributions
    165,250  
Participant contributions
    285,231  
Rollover contributions
    94,045  
         
Total contributions
    544,526  
Interest on Participant Loans
    2,460  
         
Total additions (subtractions)
    747,639  
         
Deductions from net assets attributed to:
       
Benefits paid to participants
    405,842  
Other Deductions
    1,973  
Administrative expenses
    2,494  
         
Total deductions
    410,309  
         
Net increase (decrease) in assets available for plan benefits
    337,330  
         
         
Net assets available for plan benefits:
       
Beginning of year
    2,454,756  
         
End of Year
  $ 2,792,086  


See accompanying notes to financial statements
 

 
3

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Notes to Financial Statement

Year ended December 31, 2010
 

 
1.
Description of the Plan

The following description of the Carver Federal Savings Bank 401(k) Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the plan and provisions.

 
(a)
General

The Plan is a non-standardized prototype defined contribution 401(k) Plan. Carver Federal Savings Bank (the “Company” or the “Employer”) established the Plan effective October 1, 1989, and last amended the Plan on November 15, 2010.  The Plan is administered by a Plan Administrator, who controls and manages the operations of the Plan. The Plan Administrator is Carver Federal Savings Bank, and the Plan’s operations are overseen by an Employee Benefits Committee named by the Company whose members are also employees or officers of the Company. The Plan’s Trustee is Bank of America, N.A. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

 
(b)
Eligibility

All employees of the Company are eligible to participate in the Plan, except employees who have less than three months of service, employees who are members of a union that bargained separately for retirement benefits during negotiations, non-resident aliens who received no earned income from sources within the United States, employees of an affiliate that has not adopted the Plan, leased employees, any employee classified by the Company as a temporary employee, and expatriates assigned to the Employer of a participating affiliate on a non-permanent basis. If the employee is not excluded from participation due to the above eligibility requirements, he or she will become eligible to participate in the Plan and receive Company matching contributions upon attaining age 21 and completing three months of service. Eligible employees may enter the plan on the first day of the calendar month next following their meeting eligibility requirements.
 

 
4

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Notes to Financial Statement

Year ended December 31, 2010
(Continued)
 


 
(c)
Contributions

Every year, participants may contribute up to 50% of pre-tax annual compensation, as defined in the Plan, subject to certain Internal Revenue Code limitations. Participants may also contribute amounts representing rollover distributions from other qualified defined benefit or defined contribution plans. The Company may make a matching contribution up to the first 4% of total compensation that a participant contributes as pre-tax contributions to the Plan. During 2010, the Company did make such matching contributions. In addition, the Company may make a profit sharing discretionary contribution allocated as a percentage of participant’s compensation. The Plan was amended to cease making such matching contributions, effective January 1, 2011.

 
(d)
Participant Accounts

Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution and allocations of: (a) the Company’s contribution, and (b) Plan earnings, and is charged with withdrawals, administrative expenses and an allocation of Plan losses.  Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 
(e)
Investments

Participants direct the investment of their contributions and Company matching contributions, among mutual fund and other investment options as offered by the Plan.

 
(f)
Vesting

Participants are immediately 100% vested in their contributions, including “rollovers”, and the Company’s matching contribution, plus actual earnings thereon. Participants are vested in the Company’s profit sharing contributions, plus actual earnings thereon evenly over a five year vesting period (20% after one year, 40% after two years, 60% after three years, 80% after four years and 100% after five years).

During the year ended December 31, 2010, $18,359 forfeited non-vested account balances were used to reduce employer contributions. There were $27,195 and $9,627 of forfeited non-vested balances as of December 31, 2009 and 2010, respectively.
 

 
5

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Notes to Financial Statement

Year ended December 31, 2010
(Continued)
 

 
 
(g)
Participant Loans

Participants may borrow from their fund accounts. Such participant loans must be a minimum of $1,000 and may increase up to a maximum of $50,000 reduced by the highest outstanding loan balance during the previous 12 months, or 50% of their vested account balance. The loans are secured by the balance in the participant’s account and bear interest at rates commensurate with local prevailing rates as determined quarterly by the plan administrator. Principal and interest are paid ratably through payroll deductions.

 
(h)
Payment of Benefits

Upon termination of service, a participant may elect to receive a lump-sum amount equal to the value of the participant’s vested interest in his or her account.

2.
Summary of Significant Accounting Policies

 
(a)
Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting.

 
(b)
Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires Plan management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein. Actual results could differ from those estimates.

 
(c)
Risk and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect participants’ balances and the amounts reported in the statement of net assets available for plan benefits.


 
6

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Notes to Financial Statement

Year ended December 31, 2010
(Continued)
 

 
 
(d)
Asset Valuation and Income Recognition

The Plan’s investments are stated at fair value. Assets were held at Bank of America, N.A. at December 31, 2010. Shares of common stock and mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. These investments are valued at fair value as determined by a national exchange.  
 
Participant loans are valued at outstanding loan balances.

Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.

Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of net appreciation in fair market value of investments for such investments.


 
7

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Notes to Financial Statement

Year ended December 31, 2010
(Continued)
 

 
The Plan is also a participant in the Bank of America, N.A. Retirement Preservation Trust (the “RPT”). The value is recorded at fair value on the Statement of Net Assets available for Plan Benefits. As of December 31, 2006 the Plan adopted Financial Accounting Standards Board (“FASB”) Staff Position AAG INV-1 and Statement of Position No. 94-4-1, Reporting for Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP requires that investment contracts be reported at fair value rather than contract value. Accordingly, the investment in RPT is stated at fair value as of December 31, 2009 and 2010 with a corresponding adjustment to reflect the investment at contract value. The fair value of RPT is calculated based on market values and prices obtained from an independent pricing service. Bonds are valued at the last available bid price and options are valued at the last sale price or bid price. Money market instruments are valued at amortized cost. Swap contracts are valued based on market quotes obtained from a pricing service.  Synthetic GIC wrapper values are calculated based on the difference between the sum of present values of wrap fees based on replacement costs and the sum of present values of wrap fees at the beginning of the year. During 2010, the RPT announced plans to liquidate the trust in early 2011 at Contract Value. Accordingly, the contract value approximates fair value as of December 31, 2010.

The average yield earned by the Trust (which may differ from the interest rate credited to participants in the Trust) at December 31, 2010 and 2009, were 1.82% and 2.35%, respectively. The average yield earned by the Trust with an adjustment to reflect actual interest rate credited to participants in the Trust at December 31, 2010 and 2009, were 1.82% and 2.35%, respectively. This rate was calculated by dividing the annualized earnings credited to participants in the Trust (irrespective of the actual earnings of the investments in the trust) by the fair value of all investments in the Trust.


 
8

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Notes to Financial Statement

Year ended December 31, 2010
(Continued)
 

 
3.
Administrative Expenses

Administrative expenses of the Plan are paid by the Plan or the Company as provided in the Plan document.

4.
Payment of Benefits

Benefit payments to participants are recorded upon distribution.

5.
Investments

The Plan held the following investments:

   
December 31,
 
   
2010
   
2009
 
Mutual Funds
  $ 1,749,687     $ 1,539,804  
Common Collective Trusts**
    697,174       583,724  
Self Directed Brokerage Accounts
    263,117       255,412  
Common Stocks
    6,822       25,991  
                 
Total
  $ 2,716,800     $ 2,404,931  

During 2010, the Plan’s investments (including gains and losses on investments bought, sold and held during the year) appreciated (depreciated) in value by $154,489 as follows:

Mutual Funds
  $ 173,968  
Common Stock
    (19,479 )
         
Net Appreciation (Depreciation)
  $ 154,489  


 
9

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Notes to Financial Statement

Year ended December 31, 2010
(Continued)
 

 
The following presents investments at December 31, 2010, and 2009 that represent 5% or more of the Plan’s net assets:

   
2010
 
ML Retirement Preservation Trust
  $ 697,174  
Self-directed Brokerage Accounts
  $ 263,117  
Eaton Vance Lrg Cap Val R
  $ 280,790  
Blackrock Government
  $ 158,029  
American Growth Fund of Amer
  $ 209,968  
Blackrock Equity Div
  $ 149,798  
Delaware High Yield Opp
  $ 150,276  

   
2009
 
ML Retirement Preservation Trust**
  $ 583,954  
Self-directed Brokerage Accounts
  $ 255,412  
Eaton Vance Lrg Cap Val R
  $ 253,360  
American Growth Fund of Amer
  $ 210,847  
Oppenheimer Global Opport  N
  $ 142,089  
Alliance Bernstein Bal Shr R
  $ 134,850  

** Reported at fair value; Contract value on December 31, 2009 was $626,313.31.


 
10

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Notes to Financial Statement

Year ended December 31, 2010
(Continued)
 

 
6.
Related-Party Transactions

The Plan’s investments include shares in a common collective trust and mutual funds managed by Bank of America and its affiliates, including Merrill Lynch. Bank of America also holds the assets of the Plan and also performs certain administrative functions. Therefore, transactions involving Bank of America, Merrill Lynch and/or their affiliates or with funds managed by them qualify as party-in-interest transactions.

Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund. Certain officers and employees of the Sponsor (Carver Bancorp, Inc.) of the Plan, who may also be participants in the Plan, perform administrative services related to the operation, record keeping and financial reporting of the Plan.  The Sponsor pays the salaries of these individuals and also pays other administrative expenses on behalf of the Plan.

These transactions are not deemed prohibited party-in-interest transactions because they are covered by statutory and administrative exemptions from the Internal Revenue Code and ERISA’s rules on prohibited transactions.

7.
Plan Termination

Although it has not expressed any intention to do so, the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA.  In the event that the Plan is terminated, participants would become 100% vested in their account and shall be distributed to participants and beneficiaries based on their individual accounts in the Plan as of the termination date.

8.
Income Tax Status

The Plan adopted a prototype non-standardized 401(k) Plan.  The Internal Revenue Service has determined and informed the Sponsor through a letter dated March 21, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”).  The plan administrator believes that the Plan is currently being operated in compliance with the applicable requirements of the Internal Revenue Code.  Therefore, no provision for income taxes has been included in the Plan’s financial statement.


 
11

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Notes to Financial Statement

Year ended December 31, 2010
(Continued)
 

 
9.
Reconciliation of financial statements to Form 5500

The following is a reconciliation of the net assets available for plan benefits as of December 31, 2010 to the form 5500:

Net assets available for benefits per the Financial Statements
  $ 2,792,086  
Plus:
       
Liability for unclaimed checks not reported on Form 5500
    43,962  
Employer Contribution Receivable from forfeitures
    9,649  
         
Net assets available for plan benefits per Form 5500
  $ 2,845,697  

10.
Impact of recent Accounting Standards and Interpretations

In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was effective for fiscal years beginning after December 15, 2006. The Plan’s adoption of FIN 48 did not have any impact on the statement of net assets available for benefits or statement of changes in net assets available for benefits for the years ended December 31, 2009 and 2010.

In July 2009, FASB issued TOPIC ASC 820, Fair Value Measurements and disclosures which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. TOPIC 820 applies only to fair value measurements already required or permitted by other accounting standards and does not impose requirements for additional fair value measures.


 
12

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN
 
Notes to Financial Statement

Year ended December 31, 2010
(Concluded)
 

 
In accordance with TOPIC 820, the Plan classifies its investments into Level 1, Level 2 and Level 3 as defined below:

Level 1: Quoted market prices in active markets for identical assets or liabilities
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions

Investments Held as of
December 31, 2010
 
TOTAL
   
Level 1
   
Level 2
 
Common stock
  $ 6,822     $ 6,822     $  
Mutual funds
    1,749,687       1,749,698        
Common/collective trust
    697,174             697,174  
Self –directed brokerage assets
    263,117       263,117        
                         
Total
  $ 2,716,800     $ 2,019,637     $ 697,174  


Investments Held as of
December 31, 2009
 
TOTAL
   
Level 1
   
Level 2
 
Common stock
  $ 25,991     $ 25,991     $  
Mutual funds
    1,539,804       1,539,804        
Common/collective trust
    583,724             583,724  
Self –directed brokerage assets
    255,412       255,412        
                         
Total
  $ 2,404,931     $ 1,821,207     $ 583,724  

There were no Investments classified as Level 3 in either 2009 or 2010, hence, there were no losses for these periods included in changes in net assets available for benefits attributable to the changes in unrealized gains or losses relating to assets still held at the reporting date for level 3 assets.
 

 
13

 

 
CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

Schedule H Line 4i
Schedule of Assets (Held at End of Year)

As of December 31, 2010
 

 
   
Identity of Issue, Borrower
or Similar Party
Description of Investment
 
Number of shares or Units
   
Current Value
 
  *  
ML Retirement Preservation Trust
Common Collective Trust
    697,174.6     $ 697,174  
     
Oppenheimer Global Opport  N
Mutual Fund
    3,354.6       97,148  
     
Oppenheimer Main Strt  SML CP FD CL N
Mutual Fund
    1,324.1       26,244  
     
Blackrock EQ Dividend R
Mutual Fund
    8,506.4       149,798  
     
Goldman Sachs MID CAP VAL SER
Mutual Fund
    2,983.4       106,032  
     
American Capital INCM BLD R2
Mutual Fund
    2,329.8       116,303  
     
American Growth Fund of Amer
Mutual Fund
    7,062.5       209,968  
     
Victory Special Value FD CL R
Mutual Fund
    6,610       104,900  
     
Delaware High Yield OPP CL R
Mutual Fund
    36,211       150,276  
     
Eaton Vance LRG CAP VAL R
Mutual Fund
    15,436.5       280,790  
     
Alliance Bernstein  INT VAL R
Mutual Fund
    3,470.9       47,204  
     
Alliance Bernstein BAL SHR R
Mutual Fund
    9,150.3       134,876  
     
Alliance Bernstein 2015 RETIRMN
Mutual Fund
    2,261.4       22,863  
     
Janus Overseas GD CL R
Mutual Fund
    2,761.8       139,137  
     
Alliance Bernstein 2035 RET STR
Mutual Fund
    178.3       1,801  
     
Alliance Bernstein 2025 RET STR
Mutual Fund
    434.4       4,318  
     
Blackrock Government
Mutual Fund
    14,632.3       158,029  
  *  
Self-directed Brokerage Account
Self-directed Account
    263,116.6       263,117  
  *  
Carver Bancorp Common
Common Stock
    6,822       6,822  
                         
  *  
Participant Loans
12 Loans with maturities up to 5 years and interest rates from 6% to 9.25%
            100,587  
     
Cash
              493  
     
Accrued Contributions Receivable
              18,168  
                         
     
TOTAL
            $ 2,836,048  
 
* Parties-in-interest as defined by ERISA


 
14

 

 
SIGNATURES


The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 
   
CARVER FEDERAL SAVINGS
BANK 401(k) SAVINGS PLAN
     
     
Date:  June 24, 2011
By:   
/s/ Lucia Cameron 
   
Lucia Cameron
   
Senior Vice President and
   
Chief HR Officer
   
Carver Federal Savings Bank

 
 
 

 

 
EXHIBIT INDEX

Exhibit Number
Document

23.1
Consent of P&G Associates