-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Us3H9LV42INxp6dMzEFSZbG3wAm9isxlTqgZO1ewijCO2rv+zN/CzkkXmKq0oNkF 5t2d4nEM20TbTrH6qmLi3g== 0000882377-04-001455.txt : 20040729 0000882377-04-001455.hdr.sgml : 20040729 20040729120136 ACCESSION NUMBER: 0000882377-04-001455 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040729 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040729 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: 04938038 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 8-K 1 d254595.txt CARVER BANCORP INC ================================================================================ 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 29, 2004 CARVER BANCORP, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-21487 13-3904147 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 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) ================================================================================ ITEMS 1 THROUGH 6, 8, 10, 11 AND 12. 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 Text of presentation to analysts, dated July 29, 2004, which, among other things, highlights the Registrant's financial and operational results and expansion strategy. ITEM 9. REGULATION FD DISCLOSURE. Pursuant to Regulation FD, information is being attached as an Exhibit to this Current Report with respect to a presentation to be made by Deborah C. Wright, President and Chief Executive Officer, of Carver Bancorp, Inc. at a meeting with analysts on July 29, 2004. This presentation provides an overview of Carver Bancorp, Inc.'s financial and operational results and expansion strategy. The presentation materials will also be posted on the Company's website on July 29, 2004. The presentation is available by webcast. 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 29, 2004 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Text of presentation to analysts, dated August 29, 2004, which, among other things, highlights the Registrant's financial and operational results and expansion strategy. EX-99.1 2 d254575.txt TEXT OF PRESENTATION TO ANALYSTS EXHIBIT 99.1 [Logo of Carver Federal Savings Bank] Keefe, Bruyette & Woods New York Community Bank Investor Conference Thursday July 29th, 2004 [Logo of Carver Federal Savings Bank] STATEMENTS CONTAINED IN THIS PRESENTATION WHICH ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS AS THAT TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THIS PRESENTATION 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, ADDING NEW BRANCHES AND ATM CENTERS, SUCCESSFULLY REBRANDING ITS IMAGE AND ACHIEVING GREATER OPERATING EFFICIENCIES AND COMPLETING ITS PLANNED ACQUISITION OF A SAVINGS BANK IN A NEW MARKET AND INTEGRATING ITS OPERATIONS INTO THE COMPANY'S; 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. ALL FORWARD-LOOKING STATEMENTS ARE MADE AS OF THE DATE HEREOF AND 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. [Logo of Carver Federal Savings Bank] OVERVIEW |X| FINANCIAL AND OPERATING RESULTS IN FY'04 AND 1ST QUARTER FY'05 CONTINUE THREE YEAR TREND |X| EXPANSION STRATEGY ACCELERATING -- ACQUISITION ANNOUNCED -- BRANCHES AND 24/7 ATM CENTERS -- NEW PRODUCTS |X| SUBSTANTIAL OPPORTUNITIES AHEAD [Logo of Carver Federal Savings Bank] REVIEW OF FINANCIAL AND OPERATIONAL RESULTS |X| FY2004 EARNINGS CONTINUE AT HIGHEST LEVEL OF PROFITABILITY IN COMPANY HISTORY |X| FIRST QUARTER 2005 EARNINGS MAINTAIN TREND DESPITE MARGIN COMPRESSION, REDUCED PREPAYMENT PENALTIES, INTEREST RATE VOLATILITY AND FRANCHISE INVESTMENTS |X| NET INTEREST INCOME REFLECTS LOAN GROWTH REPLACING LOWER YIELDING SECURITIES AND STRONG ASSET QUALITY |X| NON-INTEREST INCOME STABLE DESPITE SLOWDOWN ON PREPAYMENTS, AS OTHER LOAN AND DEPOSIT FEES INCREASE |X| COST STRUCTURE IMPROVEMENTS CONTINUE WITH EFFICIENCY EFFORTS, BUT REFLECT INVESTMENTS TO BUILD LONG-TERM FRANCHISE VALUE [Logo of Carver Federal Savings Bank] REVIEW OF FINANCIAL AND OPERATIONAL RESULTS |X| MANAGEMENT CONTINUES TO CAPITALIZE ON PUBLIC INCENTIVES TO INVEST IN URBAN COMMUNITIES (OUTSTANDING CRA RATING; $1.5 MILLION CDFI GRANT, PUBLIC DEPOSITS) |X| SOLID RETURN ON AVERAGE ASSETS AND RETURN ON AVERAGE EQUITY RATIOS |X| AS A RESULT, THE BOARD OF DIRECTORS INCREASED FIRST QUARTER 2005 DIVIDEND FROM $.05 TO $.07, PER SHARE |X| HOWEVER, CARVER'S STOCK PRICE TRADES AT A DISCOUNT TO PEERS [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Net Income $ In Millions 2000 ($1.1), 2001 ($0.4), 2002 $4.7, 2003 $3.8, 2004 $4.8 [Graphic omitted] Bar Graph of Net Income $ In Millions 1st Quarter 2004 $1.1, 1st Quarter 2005 $1.1 [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Earnings Per Share (fully diluted) 2000 ($0.53), 2001 ($0.26), 2002 $1.89, 2003 $1.52, 2004 $1.87 [Graphic omitted] Bar Graph of Earnings Per Share (fully diluted) 1st Quarter 2004 $0.42, 1st Quarter 2005 $0.42 [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Total Assets $ In Millions 2000 $420.1, 2001 $424.5, 2002 $450.3, 2003 $509.8, 2004 $538.8, 1st QTR 2005 $552.8 [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Total Net Loans $ In Millions 2000 $270.1, 2001 $283.4, 2002 $289.7, 2003 $292.7, 2004 $351.9, 1st QTR 2005 $370.8 [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Non Performing Assets $ In Millions 2000 $3.1, 2001 $3.0, 2002 $2.8, 2003 $1.8, 2004 $2.1, 1st QTR 2005 $1.9 [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Deposits $ In Millions 2000 $281.9, 2001 $279.4, 2002 $325.0, 2003 $347.2, 2004 $373.7, 1st Quarter 2005 $397.4 [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Net Interest Margin 2000 3.47%, 2001 3.61%, 2002 4.09%, 2003 4.26%, 2004 3.56%, 1st QTR 2005 3.46% [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Fee Income $ In Millions 2000 $1.8, 2001 $1.8, 2002 $2.2, 2003 $3.2, 2004 $4.5 [Graphic omitted] Bar Graph of Fee Income $ In Millions 1st Quarter 2004 $1.1, 1st Quarter 2005 $1.0 [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Efficiency Ratio 2000 104.31%, 2001 96.93%, 2002 77.89%, 2003 68.18%, 2004 67.86%, 1st QTR 2005 69.29% [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Return on Average Equity 2000 (3.29%), 2001 (0.89%), 2002 13.78%, 2003 9.77%, 2004 11.40% [Graphic omitted] Bar Graph of Return on Average Equity 1st Qtr 2004 10.59%, 1st Qtr 2005 9.64% [Logo of Carver Federal Savings Bank] [Graphic omitted] Graph of Stock Price March 2002 to June 2004 (ranging from approximately $10 to $20) Comparison of Book Value Per Share to Stock Price (ranging from approximately $15 to $17) Book value per share is calculated using fully diluted weighted average common shares outstanding. [Logo of Carver Federal Savings Bank] EXPANSION STRATEGY |X| ACQUISITION: SIGNED DEFINITIVE AGREEMENT IN MARCH TO ACQUIRE INDEPENDENCE FEDERAL SAVINGS BANK, A WASHINGTON D.C. BASED THRIFT WITH APPROXIMATELY $200 MILLION IN ASSETS |X| ORGANIC GROWTH: -OPENED JAMAICA CENTER BRANCH IN FEBRUARY 2004 IN NEW RETAIL SHOPPING AND ENTERTAINMENT COMPLEX AT THE CENTER OF JAMAICA'S BUSIEST TRANSPORTATION HUB -OPENING ATLANTIC TERMINAL BRANCH THIS WEEK IN RETAIL COMPLEX ANCHORED BY TARGET AND ONE OF BROOKLYN'S BUSIEST TRANSPORTATION HUBS -OPENED TWO NEW 24/7 ATM BANKING CENTERS IN HARLEM, WHICH HAVE INCREASED CUSTOMER CONVENIENCE, HIGH VISIBILITY AND GREATER BRAND AWARENESS |X| PRODUCTS: FALL LAUNCH OF WEALTH MANAGEMENT AND SUB-PRIME LENDING (FOR SALE IN SECONDARY MARKET) [Logo of Carver Federal Savings Bank] [Graphic omitted] [Photograph of Jamaica Center Branch: Ribbon Cutting] [Logo of Carver Federal Savings Bank] [Graphics omitted] [Photographs of Jamaica Center Branch] [Logo of Carver Federal Savings Bank] [Graphic omitted] [Photograph of Public Deposits for Jamaica Center Branch] [Logo of Carver Federal Savings Bank] SUBSTANTIAL OPPORTUNITIES AHEAD |X| LAUNCH BROADER RANGE OF CONSUMER PRODUCTS AND SERVICES TO DRIVE FEE INCOME -- FREE CHECKING/RELATIONSHIP BANKING ACCOUNTS -- EXPAND 1-4 FAMILY ORIGINATIONS IN OUR NEIGHBORHOODS THROUGH AFFORDABLE HOUSING DEVELOPMENTS -- OVERDRAFT LINES OF CREDIT FOR PREFERRED CUSTOMERS |X| INCREASE PENETRATION IN CORE MARKETS BY EXPANDING DELIVERY CHANNELS -- SUPERMARKET BRANCH IN NORTHERN HARLEM THIS WINTER -- TWO ADDITIONAL 24/7 ATM CENTERS THIS FISCAL YEAR |X| MARKET OUR BRAND EFFECTIVELY TO PROSPECTIVE CUSTOMERS -- CONTINUE GRASS ROOTS ADVERTISING AND OUTREACH TO SUPPORT NEW PRODUCTS AND DELIVERY CHANNEL EXPANSION |X| WILL REVIEW ACQUISITION OPTIONS TO INCREASE FEE INCOME AND/OR FOOTPRINT |X| CONTINUE TO LEVERAGE PUBLIC PROGRAMS TO ENHANCE FINANCIAL AND COMMUNITY RETURNS [Logo of Carver Federal Savings Bank] [Graphic omitted] [Computer generated image of Bradhurst Court Branch] [Logo of Carver Federal Savings Bank] APPENDIX (ADDITIONAL FINANCIAL INFORMATION) [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Pretax Income (Loss) $ In Millions 2000 ($1.0), 2001 ($0.3), 2002 $5.6, 2003 $6.9, 2004 $7.3 [Graphic omitted] Bar Graph of Pretax Income (Loss) $ In Millions 1st Quarter 2004 $1.6, 1st Quarter 2005 $1.7 [Logo of Carver Federal Savings Bank] [Graphic omitted] Pie Graph showing Deposit Portfolio Mix June 30, 2004 Demand Accounts 5.8%, Certificates 46.3%, NOW Accounts 6.5%, Savings & Club 33.4%, Money Market Savings Account 8.1% [Logo of Carver Federal Savings Bank] [Graphic omitted] Pie Graph showing Earning Assets June 30, 2004 Securities 24.7%, Cash & Cash Equivalents 4.9%, Real Estate Loans 69.4%, Consumer & Commercial Loans 1.1% [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of NPA/Total Loans 2000 1.12%, 2001 1.04%, 2002 0.96%, 2003 0.61%, 2004 0.60%, 1st Qtr 2005 0.50% [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Allowance/Non Performing Loans 2000 138.1%, 2001 141.0%, 2002 146.2%, 2003 230.7%, 2004 194.3%, 1st Qtr 2005 217.8% [Logo of Carver Federal Savings Bank] [Graphic omitted] Bar Graph of Net Charge Offs (Recoveries) $ In Millions 2000 $2.18, 2001 $1.18, 2002 $0.32, 2003 ($0.03), 2004 $0.03 [Graphic omitted] Bar Graph of Net Charge Offs (Recoveries) $ In Millions 1st Qtr 2004 $0.04, 1st Qtr 2005 $0.02 -----END PRIVACY-ENHANCED MESSAGE-----