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<SEC-DOCUMENT>0000882377-03-001196.txt : 20030725
<SEC-HEADER>0000882377-03-001196.hdr.sgml : 20030725
<ACCEPTANCE-DATETIME>20030725164951
ACCESSION NUMBER:		0000882377-03-001196
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030723
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20030725

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CARVER BANCORP INC
		CENTRAL INDEX KEY:			0001016178
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
		IRS NUMBER:				133904174
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13007
		FILM NUMBER:		03804024

	BUSINESS ADDRESS:	
		STREET 1:		75 W 125TH ST
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10027-4512
		BUSINESS PHONE:		2128764747

	MAIL ADDRESS:	
		STREET 1:		75 W 125TH ST
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10027-4512
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>carver_8-k.txt
<DESCRIPTION>CARVER BANCORP INC
<TEXT>
================================================================================

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934





         Date of report (Date of earliest event reported): July 23, 2003



                              CARVER BANCORP, INC.
             (Exact name of registrant as specified in its charter)


    DELAWARE                        0-21487                      13-3904147
(State or other
jurisdiction of                 (Commission File                (IRS Employer
 incorporation)                     Number)                  Identification No.)


                              75 WEST 125TH STREET
                          NEW YORK, NEW YORK 10027-4512
          (Address of principal executive offices, including zip code)



       Registrant's telephone number, including area code: (212) 876-4747



                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

================================================================================


<PAGE>

ITEMS 1 THROUGH 6 AND 8, 10 AND 11.  NOT APPLICABLE.



ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)  Exhibits


         The following exhibits are filed as part of this Report:


         99.1     Press release, dated July 23, 2003, which, among other things,
                  highlights the Company's financial results for the quarter
                  ended June 30, 2003.



ITEM 9. REGULATION FD DISCLOSURE. (INCLUDING ITEM 12 RESULTS OF OPERATIONS AND
FINANCIAL CONDITION)

         This information is being furnished pursuant to Item 12, "Results of
Operations and Financial Condition." This information is being presented under
Item 9 as provided in the Commission's interim guidance regarding Form 8-K Item
11 and Item 12 filing requirements (SEC Release No. 33-8216).

         On July 23, 2003, Carver Bancorp, Inc. issued a press release reporting
financial results for the first quarter of the fiscal year ending March 31,
2004. The full text of the press release is included in this Form 8-K as Exhibit
99.1.

         The information provided pursuant to this Form 8-K shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Form 8-K into any filing under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, and shall not otherwise be
deemed filed under such Acts.


<PAGE>


                                    SIGNATURE

                  Pursuant to the requirements 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 hereunto duly authorized.



                                        CARVER BANCORP, INC.


                                        By:/s/ Deborah C. Wright
                                           -------------------------------------
                                           Deborah C. Wright
                                           President and Chief Executive Officer




Dated:  July 25, 2003




<PAGE>


                                  EXHIBIT INDEX

      EXHIBIT NO.                      DESCRIPTION
      -----------                      -----------

         99.1                          Press release, dated July 23, 2003,
                                       which, among other things, highlights the
                                       Company's financial results for the
                                       quarter ended June 30, 2003.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>carver_ex99-1b.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                  EXHIBIT 99.1


                           [CARVER BANCORP, INC LOGO]             FOR IMMEDIATE
                                                                  RELEASE


         Contact:  Kimberly Kriger / Ruth Pachman       William Gray
                   Kekst and Company                    Carver Bancorp, Inc.
                   (212) 521-4800                       (212) 876-4747, ext. 174

               CARVER BANCORP, INC. REPORTS FIRST QUARTER RESULTS

                   ACHIEVES 20% INCREASE IN FIRST QUARTER EPS

NEW YORK, NEW YORK, JULY 23, 2003 - Carver Bancorp, Inc. (the "Company" or
"Carver") (AMEX: CNY), the holding company for Carver Federal Savings Bank (the
"Bank"), today announced its results of operations for the three-month period
ended June 30, 2003, the first quarter of fiscal year ended March 31, 2004
("fiscal 2004").

The Company reported diluted earnings per share of $0.42 for the quarter ended
June 30, 2003, an increase of 20.0%, compared to $0.35 diluted earnings per
share, for the same period last year. Net income available to common
stockholders increased $204,000, or 24.7%, to $1.0 million compared to $825,000
for the same period last year.

Financial highlights for the three-month period ended June 30, 2003 compared to
June 30, 2002, unless otherwise indicated, include:

         o  Net interest income decreased $258,000, or 5.8%, to $4.2 million
            from $4.4 million.
         o  Non-interest income increased $187,000, or 19.6%, to $1.1 million
            from $953,000.
         o  Non-interest expense decreased $115,000, or 3.0%, to $3.7 million
            from $3.8 million.
         o  Total assets increased $5.2 million, or 1.0%, to $515.1 million from
            $509.8 million at March 31, 2003.
         o  Total loans receivable, net, increased $9.6 million, or 3.3%, to
            $302.4 million from $292.7 million at March 31, 2003.
         o  Investment securities decreased $4.8 million, or 2.9%, to $160.8
            million from $165.6 million at March 31, 2003.
         o  Total deposits increased $15.7 million, or 4.5%, to $362.8 million
            from $347.2 million at March 31, 2003.
         o  Total borrowings decreased $6.8 million, or 6.2%, to $102.2 million
            from $109.0 million at March 31, 2003.
         o  Stockholders' Equity increased $582,000, or 1.4%, to $41.7 million
            from $41.1 million at March 31, 2003.

Commenting on the Company's results, President and Chief Executive Officer
Deborah C. Wright stated: "Carver's first quarter fiscal 2004 results continue
to reflect strong financial performance despite the historic low interest rate
environment which has generated an unprecedented level of mortgage refinancing
activity. In this challenging environment Carver has successfully grown
deposits, loans and net income. We have not wavered from our focus on
controlling expenses and solid asset quality as we emphasize expanding Carver's
presence in our target markets to provide long-term earnings momentum and
stockholder value. While Carver's net interest margin remains solid, we are
experiencing the downward pressure felt by many in the industry for several
quarters. During this period we have worked to position our balance sheet to
meet the challenges of an unpredictable interest rate climate."

<PAGE>

Ms. Wright continued: "Our consistent quarterly performance and confidence in
Carver's future has once again led the Board of Directors on July 22, 2003 to
declare a $0.05 per share quarterly dividend for the first quarter of fiscal
2004."

INCOME STATEMENT HIGHLIGHTS

Net income available to common stockholders increased $204,000, or 24.7%, to
$1.0 million compared to $825,000 for the same period last year. The improvement
is primarily due to increased non-interest income of 19.6%, reduced non-interest
expenses of 3.0% and a decrease to the Bank's effective tax rate, partially
offset by decreased net interest income of 5.8%.

Net interest income before the provision for loan losses decreased by $258,000,
or 5.8%, to $4.2 million compared to $4.4 million for the same period last year.
Interest income declined $366,000, or 5.4%, compared to the same period last
year. Partially offsetting the decline in interest income was a reduction in
interest expense of $108,000, or 4.6%. Interest income decreased primarily as a
result of the declining interest rate environment, which in turn has decreased
yields on interest earning assets. Interest expense benefited from the declining
interest rate environment and the Bank's restructuring of certain deposit rates
that resulted in a lower cost of funds.

The Company did not provide for additional loan loss reserves as the Company
considers the current overall allowance for loan losses to be adequate.

Non-interest income increased $187,000, or 19.6%, to $1.1 million compared to
$953,000 for the same period last year. The change in non-interest income was
largely attributable to recognition of higher mortgage prepayment penalties,
increases in ATM usage over the same period last year, growth in debit card
income and a restructuring of loan and depository fees and service charges which
began in the second quarter of the fiscal year ended March 31, 2003.

Non-interest expense decreased $115,000, or 3.0%, to $3.7 million compared to
$3.8 million for the same period last year. The decrease in non-interest expense
was largely due to a reduction in advertising expense primarily related to a
rebranding campaign for less than originally anticipated, partially offset by
higher consulting expenses attributed to establishing the Bank's real estate
investment trust.

Income before taxes increased $43,000, or 2.7%, to $1.6 million compared to the
same period last year. Income taxes decreased $160,000, or 22.5%, to $554,000
compared to the same period last year due to a reduction in the Company's tax
rate following the establishment of a real estate investment trust.

FINANCIAL CONDITION HIGHLIGHTS

At June 30, 2003, total assets increased by $5.2 million, or 1.0%, to $515.1
million compared to $509.8 million at March 31, 2003. The asset growth primarily
reflects an increase in total loans receivable, net, of $9.6 million as new
mortgage loan originations and purchases exceeded mortgage loan prepayments. The
increase was partially offset by a decline in total securities of $4.8 million
as loan growth replaced investments that matured and prepaid. Management will
continue to evaluate the balance of interest earning assets allocated to loan
originations and purchases as well as additional purchases of mortgage-backed
securities while continuing to assess yields and economic risk.

At June 30, 2003, total liabilities increased by $4.6 million, or 1.0%, to
$473.4 million from $468.8 million at March 31, 2003. The increase in
liabilities is a result of strong deposit growth of $15.7 million partially
offset by repayments of matured borrowings from the Federal Home Loan Bank of
New York of $6.8 million and a decrease of $4.3 million in other liabilities.



                                       2
<PAGE>

At June 30, 2003, total stockholders' equity increased $582,000, or 1.4%, to
$41.7 million compared to $41.1 million at March 31, 2003. The increase in total
stockholders' equity was primarily attributable to net income of $1.1 million
for the first quarter of fiscal 2004 partially offset by a decrease of $36,000
in accumulated other comprehensive income, a decrease related to purchase
additional treasury stock of $233,000 pursuant to the Company's stock repurchase
plan and dividend payments of $213,000.

During the quarter ended June 30, 2003, the Company purchased 20,000 additional
shares of its common stock in open market transactions as part of its stock
repurchase program announced on August 6, 2002. To date, the Company has
purchased 29,100 shares of its common stock in open market transactions at an
average price of $13.84 per share. The Company intends to use the repurchased
shares to fund its stock-based benefit and compensation plans and for any other
purpose the Board of Directors of the Company deems advisable in compliance with
applicable law.

ASSET QUALITY

At June 30, 2003, non-performing assets totaled $1.8 million, or 0.59% of total
loans receivable, compared to $1.8 million, or 0.61% of total loans receivable
at March 31, 2003, substantially unchanged from the prior quarter. At June 30,
2003, the allowance for loan losses of $4.1 million was substantially unchanged
from $4.2 million at March 31, 2003. The allowance for loan losses decreased
$35,000 due to net charge-offs in the first quarter of fiscal 2004. At June 30,
2003, the ratio of the allowance for loan losses to non-performing loans was
228.5% compared to 230.7% at March 31, 2003. At June 30, 2003, the ratio of the
allowance for loan losses to total loans receivable was 1.35% compared to 1.40%
at March 31, 2003.

Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank, a
federally chartered stock savings bank. Carver Federal Savings Bank, the largest
publicly-traded African- and Caribbean-American run financial institution in the
United States, operates five full-service branches in the New York City boroughs
of Brooklyn, Queens and Manhattan. For further information, please visit the
Company's website at www.carverbank.com.

STATEMENTS CONTAINED IN THIS NEWS RELEASE WHICH ARE NOT HISTORICAL FACTS ARE
FORWARD-LOOKING STATEMENTS AS THAT TERM IS DEFINED IN THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THIS NEWS RELEASE CONTAINS FORWARD-LOOKING
STATEMENTS WHICH MAY BE IDENTIFIED BY THE USE OF SUCH WORDS AS "BELIEVE,"
"EXPECT," "ANTICIPATE," "INTEND," "SHOULD," "COULD," "PLANNED," "ESTIMATED,"
"POTENTIAL" AND SIMILAR TERMS AND PHRASES. SUCH FORWARD-LOOKING STATEMENTS ARE
SUBJECT TO RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE CURRENTLY ANTICIPATED DUE TO A NUMBER OF FACTORS. FACTORS
WHICH COULD RESULT IN MATERIAL VARIATIONS INCLUDE, BUT ARE NOT LIMITED TO, THE
COMPANY'S SUCCESS IN IMPLEMENTING ITS INITIATIVES, INCLUDING EXPANDING ITS
PRODUCT LINE, SUCCESSFULLY REBRANDING ITS IMAGE AND ACHIEVING GREATER OPERATING
EFFICIENCIES; CHANGES IN INTEREST RATES WHICH COULD AFFECT NET INTEREST MARGINS
AND NET INTEREST INCOME; COMPETITIVE FACTORS WHICH COULD AFFECT NET INTEREST
INCOME AND NON-INTEREST INCOME; GENERAL ECONOMIC CONDITIONS WHICH COULD AFFECT
THE VOLUME OF LOAN ORIGINATION, DEPOSIT FLOWS, REAL ESTATE VALUES, THE LEVELS OF
NON-INTEREST INCOME AND THE AMOUNT OF LOAN LOSSES AS WELL AS OTHER FACTORS
DISCUSSED IN DOCUMENTS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION FROM TIME TO TIME. THE COMPANY AND THE BANK UNDERTAKE NO OBLIGATION
TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES
THAT OCCUR AFTER THE DATE ON WHICH SUCH STATEMENTS WERE MADE.

                                      # # #

                                       3

<PAGE>

                      CARVER BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                                                        JUNE 30,         MARCH 31,
                                                                                                          2003              2003
                                                                                                          ----              ----
                                                                                                       (UNAUDITED)
<S>                                                                                                     <C>              <C>
ASSETS
Cash and cash equivalents:
    Cash and due from banks                                                                             $   13,981       $   17,660
    Federal Funds sold                                                                                      13,700            5,500
                                                                                                        ----------       ----------
         Total cash and cash equivalents                                                                    27,681           23,160
                                                                                                        ----------       ----------
Securities:
     Available-for-sale, at fair value (including pledged as collateral of
       $124,719 at June 30, 2003, $124,139 at March 31, 2003)                                              126,347          129,055
     Held-to-maturity, at amortized cost (including pledged as collateral of
       $33,098 at June 30, 2003, $35,138 at March 31, 2003)                                                 34,457           36,530
                                                                                                        ----------       ----------
          Total securities                                                                                 160,804          165,585
                                                                                                        ----------       ----------
Loans receivable:
     Real estate mortgage loans                                                                            304,342          294,710
     Consumer and commercial business loans                                                                  2,150            2,186
     Allowance for loan losses                                                                              (4,123)          (4,158)
                                                                                                        ----------       ----------
          Total loans receivable, net                                                                      302,369          292,738
                                                                                                        ----------       ----------
Office properties and equipment, net                                                                        10,220           10,193
Federal Home Loan Bank of New York stock, at cost                                                            5,102            5,440
Accrued interest receivable                                                                                  2,762            3,346
Identifiable intangible asset, net                                                                             124              178
Other assets                                                                                                 5,990            9,205
                                                                                                        ----------       ----------
          Total assets                                                                                  $  515,052       $  509,845
                                                                                                        ==========       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
     Deposits                                                                                           $  362,848       $  347,164
     Advances from the Federal Home Loan Bank of New York and other borrowed money                         102,195          108,996
     Other liabilities                                                                                       8,354           12,612
                                                                                                        ----------       ----------
          Total liabilities                                                                                473,397          468,772
                                                                                                        ----------       ----------
Stockholders' equity:
     Preferred stock (par value $0.01 per share; 1,000,000
        shares authorized; 100,000 issued and outstanding)                                                       1                1
     Common stock (par value $0.01 per share: 5,000,000 shares authorized; 2,316,358 shares issued;
        2,282,633 and 2,296,960 outstanding at June 30, 2003 and March 31, 2003, respectively)                  23               23
     Additional paid-in capital                                                                             23,803           23,781
     Retained earnings                                                                                      17,577           16,712
     Unamortized awards of common stock under  management recognition plan                                     (40)              (4)
     Treasury stock, at cost (33,725 shares at June 30, 2003 and 19,398 shares at March 31, 2003)             (423)            (190)
     Accumulated other comprehensive income                                                                    714              750
                                                                                                        ----------       ----------
          Total stockholders' equity                                                                        41,655           41,073
                                                                                                        ----------       ----------
     Total liabilities and stockholders' equity                                                         $  515,052       $  509,845
                                                                                                        ==========       ==========
</TABLE>


                                       4
<PAGE>

                   CARVER BANCORP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
                   (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                           June 30,
                                                                                         (Unaudited)
                                                                                    2003             2002
                                                                                    ----             ----
<S>                                                                                <C>              <C>
Interest Income:
   Loans                                                                           $ 4,752          $ 5,378
   Total securities                                                                  1,596            1,280
   Federal funds sold                                                                   54              110
                                                                                   -------          -------
     Total interest income                                                           6,402            6,768
                                                                                   -------          -------

Interest expense:
   Deposits                                                                          1,272            1,602
   Advances and other borrowed money                                                   958              736
                                                                                   -------          -------
     Total interest expense                                                          2,230            2,338
                                                                                   -------          -------

     Net interest income                                                             4,172            4,430

Provision for loan losses                                                                -                -
                                                                                   -------          -------
     Net interest income after provision for loan losses                             4,172            4,430
                                                                                   -------          -------

Non-interest income: (1)
   Depository fees and charges                                                         484              404
   Loan fees and service charges                                                       646              547
   Other                                                                                10                2
                                                                                   -------          -------
      Total non-interest income                                                      1,140              953
                                                                                   -------          -------

Non-interest expense: (1)
   Employee Compensation and benefits                                                1,705            1,673
   Net occupancy expense                                                               324              336
   Equipment                                                                           382              418
   Other                                                                             1,269            1,368
                                                                                   -------          -------
      Total non-interest expense                                                     3,680            3,795
                                                                                   -------          -------

      Income before income taxes                                                     1,632            1,588
Income taxes                                                                           554              714
                                                                                   -------          -------
      Net income                                                                   $ 1,078          $   874
                                                                                   =======          =======

Dividends applicable to preferred stock                                            $    49          $    49

      Net income available to common stockholders                                  $ 1,029          $   825
                                                                                   =======          =======

Earnings per common share:
       Basic                                                                       $  0.45          $  0.36
                                                                                   =======          =======
       Diluted                                                                     $  0.42          $  0.35
                                                                                   =======          =======
</TABLE>


(1) Reclassifications have been made to prior year periods in order to conform
with current periods.


                                       5
<PAGE>

                      CARVER BANCORP, INC. AND SUBSIDIARIES
                               SELECTED KEY RATIOS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
KEY OPERATING RATOS:                                                    JUNE 30,
                                                                   2003           2002
                                                                   ----           ----
<S>                                                                <C>            <C>
Return on average assets (1)                                       0.84 %         0.79 %
Return on average equity (2)                                      10.50           9.41
Interest rate spread (3)                                           3.30           4.12
Net interest margin (4)                                            3.46           4.30
Operating expenses to average assets (5)                           2.88           3.43
Equity-to-assets (6)                                               8.09           8.61
Efficiency ratio (7)                                              69.28          70.50
Average interest-earning assets to
  interest-bearing liabilities                                     1.09           1.08
</TABLE>

<TABLE>
<CAPTION>
ASSET QUALITY RATIOS:                                                    JUNE 30,                    MARCH 31,
                                                                         --------                    ---------
                                                                   2003           2002          2003           2002
                                                                   ----           ----          ----           ----
<S>                                                                <C>            <C>           <C>            <C>
Non performing assets to total assets (8)                          0.35           0.34          0.36           0.63
Non performing assets to total loans receivable (8)                0.59           0.53          0.61           0.96
Allowance for loan losses to total loans receivable                1.35           1.47          1.40           1.41
Allowance for loan losses to non-performing loans (8)             228.5          276.6         230.7          146.2
</TABLE>


(1) Net income divided by average total assets, annualized
(2) Net income divided by average total equity, annualized
(3) Combined weighted average interest rate earned less combined weighted
    average interest rate cost
(4) Net interest income divided by average interest-earning assets annualized
(5) Non-interest expenses less loss on foreclosed real estate divided by average
    total assets, annualized
(6) Total equity divided by assets at period end
(7) Operating expenses divided by sum of net interest income plus non-interest
    income
(8) Non performing assets consist of non-accrual loans, loans accruing 90 days
    or more past due, & property acquired in settlement of loans



                                       6

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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