8-K

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) May 16, 2014

CLIFTON BANCORP INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	333-192598	46-4757900
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1433 Van Houten Avenue, Clifton, New Jersey 07015

(Address of principal executive offices) (Zip Code)

(973) 473-2200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

Beginning May 16, 2014, Clifton Bancorp Inc. (the “Company”), the holding company for Clifton Savings Bank, will make available and distribute to analysts and prospective investors a slide presentation. The presentation materials include information regarding the Company’s operating and growth strategies and financial performance. The presentation materials will also be posted to the Company’s website on May 16, 2014. Pursuant to Regulation FD, the presentation materials are attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Other Exhibits

(d) Exhibits

Number	Description
99.1	Presentation Materials

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

		CLIFTON BANCORP INC.
Date: May 16, 2014	By:	/s/ Paul M. Aguggia
		Paul M. Aguggia Chairman, President and Chief Executive Officer

EX-99.1

(Nasdaq: CSBK)

Investor Presentation

May 2014

Exhibit 99.1

FORWARD-LOOKING STATEMENTS

2

Clifton

Bancorp

makes

forward-looking

statements

in

this

presentation.

These

forward-looking

statements

may

include:

statements

of

goals,

intentions,

earnings

expectations,

and

other

expectations;

estimates

of

risks

and

of

future

costs

and

benefits;

assessments

of

probable

loan

and

lease

losses;

assessments

of

market

risk;

and

statements of the ability to achieve financial and other goals.

Forward-looking

statements

are

typically

identified

by

words

such

as

"believe,"

"expect,"

"anticipate,"

"intend,"

"outlook,"

"estimate,"

"forecast,"

"project"

and

other

similar

words

and

expressions.

Forward-looking

statements

are

subject

to

numerous

assumptions,

risks

and

uncertainties,

which

change

over

time.

Forward-looking

statements

speak

only

as

of

the

date

they

are

made.

Clifton

Bancorp

does

not

assume

any

duty

and

does

not

undertake

to

update

its

forward-looking

statements.

Because

forward-looking

statements

are

subject

to

assumptions

and

uncertainties,

actual

results

or

future

events

could

differ,

possibly

materially,

from

those

that

Clifton

Bancorp

anticipated

in

its

forward-looking

statements

and

future

results

could

differ

materially

from

historical performance.

Clifton

Bancorp's

forward-looking

statements

are

subject

to

the

following

principal

risks

and

uncertainties:

general

economic

conditions

and

trends,

either

nationally

or

locally;

conditions

in

the

securities

markets;

changes

in

interest

rates;

changes

in

deposit

flows,

and

in

the

demand

for

deposit,

loan,

and

investment

products

and

other

financial

services;

changes

in

real

estate

values;

changes

in

the

quality

or

composition

of

the

Company's

loan

or

investment

portfolios;

changes

in

competitive

pressures

among

financial

institutions

or

from

non-financial

institutions;

the

Company's

ability

to

retain

key

members

of

management;

changes

in

legislation,

regulations,

and

policies;

and

a

variety

of

other

matters

which,

by

their

nature,

are

subject

to

significant

uncertainties.

Clifton

Bancorp

provides

greater

detail

regarding

some

of

these

factors

in

its

prospectus

included

in

its

Registration

on

Form

S-1,

which

was

declared

effective

by

the

SEC

on

February

6,

2014,

including

the

Risk

Factors

section

of

that

prospectus,

and

in

its

other

SEC

reports.

Clifton

Bancorp's

forward-looking

statements

may

also

be

subject

to

other

risks

and

uncertainties,

including

those

that

it

may

discuss

elsewhere

in

this

news

release

or

in

its

filings

with

the

SEC,

accessible

on

the

SEC's

website

at

www.sec.gov.

CLIFTON BANCORP INVESTMENT THESIS

Strong Platform.

Soundly managed community financial

institution in desirable NJ/NY Metro market area.

Capital to Fuel Growth.

Second step offering provided solid

financial base to support strategic investments in growth.

Emerging Opportunities.

Committed to deploying capital by

prudently growing loans, core deposits and service offerings.

Shareholder-Focused Policies.

Track record of share

buybacks, attractive dividend.

Attractive Valuation.

Currently trades at a discount to

tangible book value.

3

STRONG PLATFORM

4

Clifton Savings Bank chartered in

1928.

12 branches in Northern NJ plus

mortgage loan division offices.

Historically a 1-4 family mortgage,

portfolio lender.

Disciplined credit and compliance

cultures.

Track record of cost efficiency.

Solid management team.

STRONG PLATFORM

5

Lending is 

increasingly

diversified,

with non-1-4

family loans

growing as a

% of Total

Gross Loans.

Data for all years as

of March 31.

STRONG PLATFORM

6

Disciplined Credit Culture

Allowance / total gross loans

NPAs / total assets

NPLs / total gross loans

Net charge-offs / avg. loans

Allowance / nonperforming loans

CSBK*

0.52%

0.41% 

0.88%

0.04%

59.84%

* As of March 31, 2014.

STRONG PLATFORM

7

Credit Quality Track Record

STRONG PLATFORM

8

Sharp Cost Control Focus

STRONG PLATFORM

Solid Director and Officer Team

Engaged Board of Directors: 6 of 7 members independent,

approximately 2% share ownership by Board members.

Experienced senior management: average of 27 years in

the industry.*

Complementary balance of executive level tenure:

•

COO, CLO and CFO have 15-26 years with Clifton.

•

CEO, EVP-Chief Revenue Officer are recent additions, as well as head

of Commercial Real Estate lending.

9

* Includes all officers with SVP and EVP rank, plus CEO’s experience advising financial institutions.

CAPITAL TO FUEL GROWTH

10

Total risk-based capital / risk-weighted assets

Tier 1 capital / risk-weighted assets

Tier 1 risk-based capital / adj. tangible assets

Clifton Savings*

35.67%

35.03% 

13.41%

Required **

10.00%

6.00% 

-----

* Clifton Savings Bank, as of March 31, 2014, Pro Forma prior to

conversion.

** For classification as Well-Capitalized.

SHAREHOLDER-FOCUSED POLICIES

Track record of 10 share repurchases totaling $53.8

million from 2004-2012.

Next buyback window opens in April 2015.

Paid dividends for 41 consecutive quarters* since MHC

IPO in 2004.

11

*As of March 31, 2014; December 2013 and March 2014 dividends were combined.

EMERGING OPPORTUNITIES

Deploy Capital with a Prudent, Disciplined Focus

Expand existing 1-4 family residential portfolio lending.

Selectively pursue multi-family and commercial RE lending.

Increase lower-cost core deposit accounts.

Build on tradition of personalized service and expand product

portfolio to become a true community financial institution.

Consider acquisitions that meet asset quality and accretion

parameters, while enhancing geographic reach, talent base

and/or product range.  

12

FINANCIAL HIGHLIGHTS

13

Total Assets

Net Loans

Deposits

Total Stockholders’

Equity

Net Income

Basic & Diluted EPS

Net Interest Income

Non-Interest Income

Non-Interest Expense

FYE 3/31/14

$1.27 billion

$584.5 million 

$763.9 million

$194.1 million

$6.5 million

$0.25/share

$23.9 million

$1.9 million

$15.1 million

% Change vs

FYE 3/31/13

24.6%

28.0% 

0.03%

3.6%

-2.2%

-3.8%

1.4%

61.8%

8.4%

CLIFTON BANCORP INVESTMENT SUMMARY

Strong Platform.

Capital to Fuel Growth.

Shareholder-Focused Policies.

Attractive Valuation.

Emerging Opportunities.

14

CONTACT INFORMATION

Investor Relations Contact:

Bart D’Ambra

973-473-2200

Company website: CliftonSavings.com

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