UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-21487
CARVER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3904174
- ---------------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
75 West 125th Street, New York, New York 10027
- ---------------------------------------- -------------------------------
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (212) 876-4747
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 thirty days.
Yes X No
Common Stock, par value $.01 2,306,286
- ---------------------------------------- -------------------------------
Class Outstanding at November 1, 2001
CONTENTS
<Table>
<Caption>
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
September 30, 2001 (unaudited) and March 31, 2001........... 1
Consolidated Statements of Income for the Three Months and
Six Months Ended September 30, 2001 and 2000 (unaudited).... 2
Consolidated Statements of Cash Flows for the Six Months Ended
September 30, 2001 and 2000 (unaudited)..................... 3
Notes to Consolidated Financial Statements.................... 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 6
Item 3. Quantitative and Qualitative Disclosures About
Market Risk........................................ 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 16
Item 2. Changes in Securities and Proceeds................... 16
Item 3. Defaults upon Senior Securities...................... 16
Item 4. Submission of Matters to a Vote of Security Holders.. 16
Item 5. Other Information.................................... 16
Item 6. Exhibits and Reports on Form 8-K..................... 17
SIGNATURES................................................................ 18
</Table>
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
<Table>
<Caption>
SEPEMBER 30, MARCH 31,
2001 2001
------------ ---------
(Unaudited)
ASSETS
Cash and due from banks......................................................... $ 11,321 $ 8,058
Federal funds sold.............................................................. 12,000 23,700
-------- --------
Total cash and cash equivalents.............................................. 23,321 31,758
-------- --------
Investment securities available for sale, net (including pledged
as collateral of $26,655 at September 30, 2001)............................. 34,425 19,926
Investment securities held to maturity, net (including pledged as
collateral of $14,330 at March 31, 2001).................................... -- 24,996
Mortgage-backed securities available for sale, net (including pledged
as collateral of $29,010 at September 30, 2001)............................ 29,010 --
Mortgage-backed securities held to maturity, net (including pledged as
collateral of $18,817 at September 30, 2001, and $12,068 at March 31, 2001). 19,005 42,866
Loans receivable................................................................ 317,031 286,988
Less allowance for loan losses............................................. (3,842) (3,551)
-------- --------
Loans receivable, net...................................................... 313,189 283,437
-------- --------
Property & equipment, net....................................................... 10,275 10,421
Federal Home Loan Bank of New York stock, at cost............................... 5,751 5,755
Accrued interest receivable..................................................... 3,149 2,541
Excess of cost over net assets acquired, net.................................... 497 603
Other assets.................................................................... 2,818 2,197
-------- --------
Total assets.................................................................... $441,440 $424,500
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits........................................................................ $321,432 $279,424
Advances from Federal Home Loan Bank of New York................................ 75,788 100,299
Securities sold under agreement to repurchase................................... -- 4,930
Other borrowed money............................................................ 480 371
Other liabilities............................................................... 8,662 7,380
-------- --------
Total liabilities.......................................................... 406,362 392,404
-------- --------
Stockholders' equity:
Preferred stock, $0.01 par value per share; 1,000,000 shares authorized;
100,000 shares issued and outstanding...................................... 1 1
Common stock, $.01 par value per share; 5,000,000 shares authorized;
2,314,275 shares issued; 2,296,286 and 2,306,286 shares issued and
outstanding at September 30, 2001 and March 31, 2001, respectively......... 23 23
Additional paid-in capital...................................................... 23,759 23,769
Retained earnings............................................................... 10,349 8,793
Treasury stock, at cost (17,989 and 7,989 shares at September 30, 2001 and
March 31, 2001, respectively................................................ (160) (61)
Common stock acquired by Employee Stock Ownership Plan.......................... (244) (334)
Common stock acquired by Management Recognition Plan............................ (95) (95)
Unrecognized gain on mortgage-backed and other securities available for sale,
net of taxes............................................................... 1,445 --
-------- ----------
Total stockholders' equity................................................. 35,078 32,096
-------- ----------
Total liabilities and stockholders' equity...................................... $441,440 $424,500
======== ==========
</Table>
See accompanying notes to consolidated financial statements.
1
CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except share data)
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ----------------------
2001 2000 2001 2000
--------- --------- ------- --------
Interest Income:
Loans............................................................. $5,660 $5,275 $11,145 $10,573
Mortgage-backed securities........................................ 631 763 1,297 1,587
Investment securities............................................. 608 774 1,290 1,525
Federal funds sold................................................ 125 270 341 479
--------- --------- ------- --------
Total interest income.......................................... 7,024 7,082 14,073 14,164
--------- --------- ------- --------
Interest expense:
Deposits.......................................................... 2,145 2,120 4,310 4,148
Advances and other borrowed money................................. 1,088 1,377 2,310 2,742
--------- --------- ------- --------
Total interest expense......................................... 3,233 3,497 6,620 6,890
--------- --------- ------- --------
Net interest income..................................................... 3,791 3,585 7,453 7,274
Provision for loan losses............................................... 225 450 450 893
--------- --------- ------- --------
Net interest income after provision for loan losses..................... 3,566 3,135 7,003 6,381
--------- --------- ------- --------
Non-interest income:
Loan fees and service charges..................................... 75 83 167 189
Income from sale of branches...................................... 0 758 987 1,013
Loss from sale of loans........................................... 0 0 (101) 0
Other............................................................. 401 423 843 743
--------- --------- ------- --------
Total non-interest income...................................... 476 1,264 1,896 1,945
--------- --------- ------- --------
Non-interest expense:
Salaries and employee benefits.................................... 1,423 1,641 2,804 3,079
Net occupancy expenses............................................ 358 367 651 794
Equipment......................................................... 314 370 639 669
Other............................................................. 1,343 1,562 2,763 3,152
--------- --------- ------- --------
Total non-interest expense..................................... 3,438 3,940 6,857 7,694
--------- --------- ------- --------
Income before income taxes.............................................. 604 459 2,042 632
State and local income taxes............................................ 115 178 388 202
--------- --------- ------- --------
Net income.............................................................. 489 281 1,654 430
Dividends applicable to preferred stock................................. 49 49 98 98
--------- --------- ------- --------
Net income available to common stockholders............................. $ 440 $ 232 $ 1,556 $ 332
========= ========= ======= ========
Net income per common share-basic....................................... $ 0.19 $ 0.10 $ 0.68 $ 0.15
========= ========= ======= ========
Net income per common share-diluted..................................... $ 0.19 $ 0.10 $ 0.66 $ 0.15
========= ========= ======= ========
</Table>
See accompanying notes to consolidated financial statements.
2
CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<Table>
<Caption>
SIX MONTHS ENDED
SEPTEMBER 30,
--------------------------
2001 2000
-------- -------
Cash flows from operating activities:
Net income.................................................................... $ 1,654 $ 430
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization of premises and equipment....................... 569 451
Amortization of intangibles................................................... 106 107
Other accretion and amortization.............................................. (8,072) (487)
Provision for loan losses..................................................... 450 893
Gain on sale of branch........................................................ (987) (1,013)
Impairment of foreclosed real estate.......................................... 20 --
Charge-off of branch improvements and related items, net...................... -- 221
Allocation of ESOP stock...................................................... 80 86
(Increase) Decrease in accrued interest receivable, net....................... (608) 77
Increase in other assets...................................................... (1,070) (794)
Increase in other liabilities................................................. 954 87
-------- --------
Net cash provided (used) by operating activities.............................. (6,904) 58
-------- --------
Cash flows from investing activities:
Purchases of securities available for sale.................................... (54,847) (86,538)
Proceeds from maturities of securities available for sale..................... 75,000 111,895
Purchase of mortgage back security............................................ (10,271) --
Principal repayment of mortgage backed securities held to maturity............ 5,394 5,429
Sale of Federal Home Loan Bank of New York Stock.............................. 4 --
Net increase in loans receivable.............................................. (30,285) (10,253)
Additions to premises and equipment........................................... (767) (125)
Proceeds from sale of fixed assets............................................ 570 --
Proceeds from sale of real estate owned....................................... 429 87
-------- --------
Net cash provided by (used in) investing activities........................... (14,773) 20,495
-------- --------
Cash flows from financing activities:
Cash paid to fund sale of deposits............................................ (15,802) (21,464)
Net increase in deposits...................................................... 58,571 7,784
Net decrease in securities sold under agreements to repurchase................ (4,930) (10,520)
Repayment of advances from Federal Home Loan Bank of New York................. (282,311) (46,367)
Advances from Federal Home Loan Bank of New York.............................. 257,800 73,000
Increase (repayment) of other borrowed money.................................. 109 (91)
Purchase of treasury stock.................................................... (99) --
Dividends paid................................................................ (98) (84)
-------- --------
Net cash provided by (used in) financing activities........................... 13,240 2,258
-------- --------
Net (decrease) increase in cash and equivalents............................... (8,437) 22,811
Cash and equivalents -- beginning.............................................. 31,758 22,202
-------- --------
Cash and equivalents -- ending................................................. $ 23,321 $ 45,013
======== ========
Supplemental disclosure of cash flow information:
Cash paid for:
Interest...................................................................... $ 7,198 $ 6,860
======== ========
Federal, state and city income taxes.......................................... $ -- $ 45
======== ========
</Table>
See accompanying notes to consolidated financial statements.
3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Carver
Bancorp, Inc. (the "Holding Company" or "Bancorp") have been prepared in
accordance with generally accepted accounting principles ("GAAP") for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X promulgated by the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete consolidated financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
necessary for fair presentation have been included. The unaudited consolidated
financial statements presented herein should be read in conjunction with the
consolidated financial statements and notes thereto included in the Holding
Company's Annual Report on Form 10-K for the year ended March 31, 2001 (the
"2001 10-K"). The consolidated results of operations and other data for the
three-months ended September 30, 2001 are not necessarily indicative of results
that may be expected for the entire fiscal year ending March 31, 2002 ("fiscal
2002"). The unaudited consolidated financial statements include the accounts of
the Holding Company and its wholly owned subsidiaries Carver Federal Savings
Bank (the "Bank" or "Carver Federal") and Alhambra Holding Corp., a Delaware
corporation ("Alhambra Holding"), and the Bank's wholly owned subsidiaries,
C.F.S.B. Realty Corp. and C.F.S.B. Credit Corp. Carver Federal and the Holding
Company are referred to herein collectively as "Carver" or the "Company." All
significant inter-company accounts and transactions have been eliminated in
consolidation.
(2) NET INCOME PER COMMON SHARE
Basic earnings per common share is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding.
Diluted earnings per common share includes any additional common shares as if
all potentially dilutive common shares were issued (e.g., convertible preferred
stock). For the purpose of these calculations, unreleased ESOP shares are not
considered to be outstanding. For each of the three-month and six-month periods
ended September 30, 2001 and 2000, preferred dividends of $49,000 and $98,000,
respectively were deducted from net income to arrive at the amount of net income
available to common stockholders. Additionally, for both the three-month periods
ended September 30, 2001 and 2000 and the six-month period ended September 30,
2000, 208,333 shares of common stock potentially issuable from the conversion of
preferred stock are antidulitive, and therefore basic earnings per share was the
same as fully diluted earnings per share.
(3) TRANSFER OF INVESTMENT AND MORTGAGE-BACKED SECURITIES
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." As permitted by SFAS No. 133,
on April 1, 2001, Carver transferred investment securities and mortgage-backed
securities with a book value of approximately $45.7 million from the
classification of held to maturity to available for sale.
(4) COMPREHENSIVE INCOME
A reconciliation of net income to comprehensive income for the periods
indicated follows.
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- -----------------------
2001 2000 2001 2000
------- ------ ------ ------
(In thousands) (In thousands)
Net income.............................. $ 489 $ 281 $ 1,654 $ 430
Increase in unrealized gain on mortgage-
backed and other securities
available for sale, net of taxes. 630 -- 1,445 --
------- ------ ------- -----
Comprehensive income.................... $ 1,119 $ 281 $ 3,099 $ 430
======= ====== ======= =====
</Table>
(5) RECENT ACCOUNTING PRONOUNCEMENT
In September 2000, the FASB issued SFAS No.140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities"--a
replacement of SFAS 125. SFAS 140 revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain additional disclosures. The collateral provisions and
disclosure requirements of SFAS 140 are effective for fiscal years ending after
December 15, 2000, whereas the other provisions of SFAS 140 are to be applied
prospectively to transfers and servicing of financial assets and
extinguishments of liabilities occuring after March 31, 2001. The adoption of
SFAS 140 is not expected to have a material impact on the Company's financial
condition or results of operations.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." The SFAS No. 141 requires
that the purchase method of accounting be
4
used for all business combinations initiated after June 30, 2001 as well as all
purchase method business combinations initiated after June 30, 2001 as well as
all purchase method business combinations completed after June 30, 2001. SFAS
No. 142 requires the goodwill and intangible assets with indefinite useful lives
no longer be amortized, but instead be tested for impairment at least annually
in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires
that intangible assets with definite useful lives be amortized over their
respective estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed Of." The Holding Company has not
recognized any impairment of unamortized goodwill.
(6) RECLASSIFICATIONS
Certain amounts in the consolidated financial statements presented for the
prior period have been reclassified to conform to the current year presentation.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q contains forward-looking statements
consisting of estimates with respect to the financial condition, results of
operations and business of the Company and the Bank that are subject to various
factors which could cause the actual results to differ materially from these
estimates. These factors include, without limitation, the Company's success in
implementing its initiatives, including its new branch opening, its ability to
achieve cost-savings associated with the Bank's branch closings, changes in
general, economic and market, legislative and regulatory conditions and the
development of an adverse interest rate environment that adversely affects the
interest rate spread or other income anticipated from the Company's operations
and investments. The Company and the Bank assume no obligation to update these
forward-looking statements to reflect the actual results, changes in assumptions
or changes in other factors affecting such forward-looking statements.
GENERAL
Carver Bancorp, Inc., (the "Holding Company" or "Bancorp"), a Delaware
corporation, is the holding company for Carver Federal Savings Bank (the "Bank"
or "Carver Federal"), a federally chartered savings bank. Collectively, the
Holding Company and the Bank are referred to herein as the "Company" or
"Carver." At this time, the Holding Company conducts business as a unitary
savings and loan holding company and the principal business of the Holding
Company consists of the operation of its wholly-owned subsidiary, the Bank,
which operates five full service branches in the New York City boroughs of
Brooklyn, Queens and Manhattan.
COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2001 AND MARCH 31, 2001
ASSETS
At September 30, 2001, the Company's total assets were $441.4 million, an
increase of $16.9 million, or 4.0%, from $424.5 million at March 31, 2001. The
increase primarily reflects growth of $29.8 million in loans off-set by a
decline in federal funds sold, investment securities and mortgage-backed
securities of $13.8 million.
Loans receivable (exclusive of the allowance for loan losses) amounted to
$317.0 million at September 30, 2001 compared to $287.0 million at March 31,
2001. The net increase in loans receivable during the first half of fiscal year
ending March 31, 2002 ("fiscal 2002") includes loan originations of $29.9
million and aggregate loan purchases of $45.2 million, including the purchase
of a seasoned multi-family loan portfolio totaling $25.4 million during the
latter part of the second quarter of fiscal 2002 consisting of loans on
properties located in the New York metropolitan area. The increase in loans was
partially offset by loan repayments during the period. During the first six
months of the fiscal year ended March 31, 2001 ("fiscal 2001"), loan
originations were $13.9 million and aggregate loan purchases were $17.1
million. The following table sets forth a summary of the Company's loans
receivable, net, at the dates indicated (dollars in thousands).
AT SEPTEMBER 30, 2001 AT MARCH 31, 2001
--------------------- --------------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
Real estate loans:
One- to four-family...................... $151,901 47.79% $157,582 54.64%
Multi-family............................. 91,225 28.70% 83,620 29.00%
Commercial real estate................... 66,326 20.87% 36,113 12.52%
Construction................................. 5,615 1.77% 7,101 2.46%
Consumer and business loans.................. 2,791 0.87% 3,966 1.38%
-------- ------- -------- -------
Total gross loans ........................... 317,858 100.00% 288,382 100.00%
======= =======
Add: Premium on loans........................ 1,163 705
Less:
Loans in process........................ (1,279) (1,280)
Deferred fees and loan discounts........ (711) (819)
--------- --------
Loans receivable............................. 317,031 286,988
Allowance for loan losses.................... (3,842) (3,551)
-------- --------
Loans receivable, net........................ $313,189 $283,437
======== ========
</Table>
6
Total securities amounted to $82.4 million at September 30, 2001, down from
$87.8 million at March 31, 2001. As of April 1, 2001, the Bank transferred
$45.7 million of mortgage-backed and other securities from held to maturity to
available for sale. An unrecognized gain of $1.8 million as of September 30,
2001 is included in the carrying value of the mortgage-backed and other
securities available for sale as permitted by Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities." The decrease in total securities, adjusted for the available for
sale adjustment in mortgage-backed and other securities, primarily represent
maturities and repayments that occurred during the first six months of the
fiscal year, which exceeded purchases. The net funds received from these
activities were used primarily to fund the increase in loans.
During the quarter ended June 30, 2001, the Bank sold its automobile loan
portfolio with a book value of $490,000 for $191,000 less than the carrying
value. This portfolio was sold because of its high amount of delinquencies and
losses, as well as the associated costs of servicing the portfolio. An amount
equal to $90,000 (which represented the estimated inherent principal losses) was
charged to the allowance for loan losses, while the remaining $101,000 (which
represented other costs such as anticipated forgone interest and the cost to
service the loans) was charged as a loss on the sale of loans on the Statements
of Income.
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
At September 30, 2001, total liabilities increased by $14.0 million, or
3.6%, to $406.4 million compared to $392.4 million at March 31, 2001. The
increase in liabilities primarily reflects an increase of $42.0 million, or
15.0%, in deposits. The following table sets forth a summary of the Company's
deposits at the dates indicated (dollars in thousands).
BALANCE AT PERCENTAGE BALANCE AT PERCENTAGE
SEPTEMBER 30, OF TOTAL MARCH 31, OF TOTAL
2001 DEPOSITS 2001 DEPOSITS
------------- ---------- ---------- ----------
Savings and club accounts................ $124,069 38.60% $132,645 47.47%
Money market savings accounts............ 16,116 5.01% 15,718 5.63%
NOW and demand accounts.................. 27,342 8.51% 26,166 9.36%
Certificates of deposit.................. 153,905 47.88% 104,895 37.54%
-------- ------- -------- -------
Total deposits........................... $321,432 100.00% $279,424 100.00%
======== ======= ======== =======
</Table>
The increase in deposits is primarily attributable to a deposit of
$50 million from the State of New York, which was used in part to pay down
higher cost borrowed funds, offset in part by a decrease in deposits due to the
sale of the East New York branch during the three months ended June 30, 2001.
The branch had $18.4 million in deposits at March 31, 2001. Excluding the
branch sale and the New York State deposit, deposits would have increased by
$10.4 million. The deposits sold were replaced in part by certificates of
deposit.
The increase in deposits was offset by a decrease of $29.3 million in
borrowed funds, which totaled $76.2 million at September 30, 2001, compared to
$105.6 million at March 31, 2001.
Stockholders' Equity
Stockholders' equity increased $3.0 million to $35.1 million at
September 30, 2001, compared to $32.1 million at March 31, 2001. The increase
in stockholders' equity was primarily attributable to retained earnings of
$1.6 million, all of which relates to net income less preferred stock dividends
for the six months ended September 30, 2001, and unrealized gains, net of taxes,
of $1.4 million relating to the transfer of certain investment and
7
mortgage-backed securities from the accounting classification of held to
maturity to available for sale. Investment and mortgage-backed securities
accounted for as held to maturity are carried at cost, while such securities
designated as available for sale are carried at market with an adjustment to
stockholders' equity, net of taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity management process focuses on ensuring that
sufficient funds exist to meet withdrawals by depositors, loan funding
commitments and other financial obligations and expenditures. The Company's
primary sources of funds are deposits, borrowed funds and principal and
interest payments on loans, mortgage-backed securities and investment
securities. While maturities and scheduled amortization of loans,
mortgage-backed securities and investment securities are predictable sources of
funds, deposit flows, loan and mortgage-backed securities prepayments are
strongly influenced by changes in general interest rates, economic conditions
and competition.
The Consolidated Statements of Cash Flows present the change in cash from
operating, investing and financing activities. During the six months ended
September 30, 2001, cash and cash equivalents decreased by $8.4 million. Net
cash used by operating activities was $6.9 million, representing primarily net
income adjusted for depreciation and amortization, other accretion and
amortization, the provision for loan losses, the net gain from the sale of
deposits, and the net changes in other assets and liabilities. Net cash used
in investing activities was $14.7 million, representing primarily the net cash
provided by the maturity of securities and principal repayments of
mortgage-backed securities held to maturity, offset in part by investment
purchases and a net increase in loans. Net cash provided by financing
activities was $13.2 million, representing primarily a net increase in deposits
and borrowed funds, offset in part by cash paid to fund the sale of deposits.
Until recently, banks were required by the Office of Thrift Supervision
(the "OTS") regulations to maintain a minimum average daily balance of liquid
assets as a percentage of net withdrawable deposit accounts plus short-term
borrowings. The minimum required liquidity ratio was 4.0%. At September 30,
2001, the Bank's liquidity ratio was 5.48%. The OTS has since eliminated this
minimum requirement. The levels of the Bank's short-term liquid assets are
dependent on the Bank's operating, financing and investing activities during
any given period.
The OTS, the Bank's primary federal regulator, requires that the Bank meet
minimum capital requirements. At September 30, 2001, the Bank exceeded all
regulatory minimum capital requirements. The table below presents certain
information relating to the Bank's capital compliance at September 30, 2001.
(dollars in thousands).
<Table>
<Caption>
AMOUNT % OF ASSETS
------ -----------
Total capital (to risk-weighted assets):
Capital level............................ $ 36,634 15.85%
Less requirement......................... 18,496 8.00
-------- -------------
Excess................................... $ 18,138 7.85%
======== =============
Tier 1 capital (to risk-weighted assets):
Capital level............................ $ 33,732 14.59%
Less requirement......................... 9,248 4.00
-------- -------------
Excess................................... $ 24,484 10.59%
======== =============
Tier 1 leverage capital (to adjusted
assets):
Capital level............................ $ 33,732 7.65%
Less requirement......................... 17,645 4.00
-------- -------------
Excess................................... $ 16,087 3.65%
======== =============
</Table>
ASSET QUALITY
At September 30, 2001, non-performing loans totaled $2.3 million, or 0.71%
of loans receivable, compared to non-performing loans of $2.5 million, or 0.88%
of loans receivable, at March 31, 2001. At September 30, 2001,
8
the allowance for loan losses was $3.8 million, compared to $3.6 million at
March 31, 2001. At September 30, 2001, the ratio of the allowance for loan
losses to non-performing loans was 170.2%, compared to 141.0% at March 31, 2001.
At September 30, 2001, the ratio of the allowance for loan losses to loans
receivable was 1.21%, compared to 1.24% at March 31, 2001.
Management believes that the allowance for loan losses is adequate. While
management estimates loan losses using the best available information, no
assurance can be made that future adjustments to the allowance will not be
necessary based on changes in economic and real estate market conditions,
further information obtained regarding known problem loans, identification of
additional problem loans, and other factors, both within and outside of
management's control.
ANALYSIS OF EARNINGS
The Company's profitability is primarily dependent upon net interest
income, which represents the difference between income on interest-earning
assets and expense on interest-bearing liabilities. Net interest income is
dependent on the difference between the average balances and rates earned on
interest-earning assets and the average balances and rates paid on
interest-bearing liabilities. Provisions for loan losses, non-interest income,
non-interest expense and income taxes further affect net income. The earnings of
the Company are significantly affected by general economic and competitive
conditions, particularly changes in market interest rates, and to a lesser
extent by government policies and actions of regulatory authorities.
The following tables set forth, for the periods indicated, certain
information relating to Carver's average interest-earning assets, average
interest-bearing liabilities, net interest income, interest rate spread and
interest rate margin. They reflect the average yield on assets and the average
cost of liabilities. Such yields and costs are derived by dividing annualized
income or expense by the average balances of assets or liabilities,
respectively, for the periods shown. Average balances are derived from daily or
month-end balances as available. Management does not believe that the use of
average monthly balances instead of average daily balances has caused any
material difference in information presented. The average balance of loans
includes loans on which the Company has discontinued accruing interest. The
yield and cost include fees which are considered adjustments to yields.
9
<Table>
<Caption>
THREE MONTHS ENDED SEPTEMBER 30,
-------------------------------------------------------------------------------
2001 2000
-------------------------------------------------------------------------------
AVERAGE ANNUALIZED AVERAGE ANNUALIZED
BALANCE INTEREST AVG. YIELD/COST BALANCE INTEREST AVG. YIELD/COST
------- -------- --------------- ------- -------- ---------------
(Dollars in thousands)
ASSETS
INTEREST EARNING ASSETS
Loans receivable (1)........................ $299,943 $ 5,660 7.55% $276,599 $ 5,275 7.63%
Investment securities (2)................... 32,262 608 7.54 40,970 774 7.56
Mortgage-backed securities.................. 43,651 631 5.78 50,208 763 6.09
Federal funds sold.......................... 15,854 125 3.15 18,925 270 5.69
-------- ------- ------- -------- ------ -----
Total interest earning assets.......... 391,710 7,024 7.17% 386,702 7,082 7.33%
-------- ------- ------ -----
Non-interest earning assets................. 23,027 28,299
-------- --------
Total Assets........................... $414,737 $415,001
======== ========
LIABILITIES
INTEREST BEARING LIABILITIES
Deposits
DDA......................................... $ 7,012 $ 0 0% $ 11,844 $ 0 0%
NOW......................................... 21,252 74 1.40 16,269 65 1.60
Savings and clubs........................... 124,645 639 2.05 140,981 796 2.26
Money market accounts....................... 16,250 88 2.18 18,478 102 2.21
Certificates of deposit..................... 121,265 1,344 4.43 90,779 1,157 5.10
-------- ------- ------- -------- ------ -----
Total Deposits......................... 290,424 2,145 2.95 278,351 2,120 3.05
Borrowed money................................. 83,247 1,088 5.23 97,555 1,377 5.64
-------- ------- ------- -------- ------ -----
Total deposits and interest-bearing liabilities 373,671 3,233 3.46% 375,906 3,497 3.72%
------- ------
Non-interest-bearing liabilities............... 7,231 6,346
-------- --------
Total liabilities.............................. 380,902 382,252
Stockholders' equity........................... 33,835 32,749
-------- --------
Total liabilities and stockholders' equity..... $414,737 $415,001
======== ========
Net interest income............................ $ 3,791 $ 3,585
======= =======
Interest rate spread........................... 3.71% 3.61%
====== =====
Net interest margin............................ 3.87% 3.71%
====== =====
Ratio of average interest earning assets to
deposits and interest-bearing liabilities...... 1.05x 1.03x
====== =====
</Table>
_____________
(1) Includes non-accrual loans.
(2) Includes FHLB stock.
10
<Table>
<Caption>
SIX MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------------------------------------
2001 2000
---------------------------------------- ----------------------------------------
AVERAGE ANNUALIZED AVERAGE ANNUALIZED
BALANCE INTEREST AVG. YIELD/COST BALANCE INTEREST AVG. YIELD/COST
---------- -------- --------------- ------- -------- ---------------
(DOLLARS IN THOUSANDS)
Assets
Interest Earning Assets
Loans receivable (1)........................... $ 288,855 $11,145 7.72% $ 277,001 $ 10,573 7.63%
Investment securities (2)...................... 38,975 1,290 6.62 43,474 1,525 7.02
Mortgage-backed securities..................... 42,599 1,297 6.09 51,763 1,587 6.14
Federal funds sold............................. 17,958 341 3.80 16,275 479 5.87
--------- ------- ----- --------- ------- -----
Total interest earning assets.................. 388,387 14,073 7.25% 388,513 14,164 7.29%
------- -------
Non-interest earning assets.................... 23,673 28,376
--------- ---------
Total assets................................... $ 412,060 $ 416,889
========= =========
LIABILITIES
INTEREST BEARING LIABILITIES
Deposits
DDA............................................ $ 7,512 $ 0 0% $ 12,086 $ 0 0%
NOW............................................ 20,718 133 1.29 17,076 141 1.65
Savings and clubs.............................. 128,332 1,336 2.08 142,799 1,629 2.28
Money market accounts.......................... 16,333 173 2.12 18,924 225 2.38
Certificates of Deposit........................ 114,237 2,668 4.67 88,901 2,153 4.84
Total Deposits................................. 287,132 4,310 3.00 279,786 4,148 2.97
Borrowed money................................. 84,275 2,310 5.48 97,697 2,742 5.61
------ ----- ---- ------ ----- ----
Total deposits and interest-bearing liabilities 371,407 6,620 3.57% 377,483 6,890 3.65%
--------- ----- -----
Non-interest-bearing liabilities............... 7,564 6,646
--------- ---------
Total liabilities.............................. 378,971 384,129
Stockholders' equity........................... 33,089 32,760
--------- ---------
Total liabilities and stockholders' equity..... $ 412,060 $ 416,889
========= =========
Net interest income............................ $ 7,453 $ 7,274
======= =======
Interest rate spread........................... 3.68% 3.64%
===== =====
Net interest margin............................ 3.84% 3.74%
===== =====
Ratio of average interest earning assets to
deposits and interest-bearing liabilities..... 1.05x 1.03x
===== =====
</Table>
<FN>
(1) Includes non-accrual loans.
(2) Includes FHLB stock.
</FN>
11
COMPARISON OF OPERATING RESULTS FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
GENERAL
For the second quarter of fiscal 2002, the Company reported net income of
$440,000 available to common stockholders, or $0.19 per diluted common share,
compared to $232,000, or $0.10 per diluted common share, for the same period
last year. For each period the Company applied a tax loss carryforward
resulting from prior period losses and therefore no federal taxes have been
applied to earnings for each period.
The Company reported income of $604,000 before income taxes for the second
quarter of fiscal 2002, compared to a net loss of $299,000 before income taxes
for the comparable prior year period, excluding the gain of $758,000 from the
sale of the Bank's Chelsea branch. The sale of this and other branches was
part of the Bank's restructuring plan, which included the sale of non-strategic
branches.
The growth in income for the fiscal 2002 period, as compared to the prior
year period, was achieved as a result of greater operating efficiencies that
the Company generated in the quarter and its continued growth of loan
originations. The Company's results were also enhanced by the favorable
interest rate environment.
INTEREST INCOME
Interest income of $7.0 million for the three months ended September 30,
2001 was substantially unchanged from the same period last year. The yield on
average interest-earning assets was 7.17% for the second quarter of fiscal
2002, compared to 7.33% for the prior year period. The yield for fiscal 2002
benefited from the continuation of the Company's strategy to increase the
aggregate percentage of multifamily and commercial real estate loans receivable
(which generally have higher yields than one-to four family residential loans)
to total loans receivable, as well as from lower levels of mortgage-backed
securities (which generally yield below that recognized in the loan portfolio).
However such benefits were offset by the effects of a declining interest rate
environment during the second quarter of fiscal 2002 compared to the prior year
period which impacted interest income as described below.
Interest income on loans receivable increased by $385,000, or 7.3%, to
$5.7 million for the three months ended September 30, 2001, compared to $5.3
million for the comparable prior year period. The increase primarily reflected
an improvement in the average balance of loans to $299.9 million for the three
months ended September 30, 2001, compared to $276.6 million for the three
months ended September 30, 2000. The increase in the average balance of loans
receivable resulted primarily from the origination and purchase of loans which
were somewhat offset by repayments.
Interest income on investment securities decreased by $166,000, or 21.5%,
to $608,000 for the three months ended September 30, 2001, compared to $774,000
for the prior year period. The decrease was primarily due to the decline in
the average balance of investment securities.
Interest income on mortgage-backed securities decreased by $132,000, or
17.3%, to $631,000 for the three months ended September 30, 2001, compared to
$763,000 for the prior year period. The decrease was primarily due to the
decline in average balances of mortgage-backed securities due to accelerated
prepayments.
Interest income on federal funds sold decreased by $145,000, or 53.5%, to
$125,000 for the three months ended September 30, 2001 compared to $269,000 for
the prior year period. The lower interest income for the three months ended
September 30, 2001 resulted primarily from a lower level of average balances,
coupled with a decrease in average return to 3.15% from 5.69% for the prior
year period.
INTEREST EXPENSE
Interest expense of $3.2 million for the three months ended September 30,
2001 decreased $264,000, or 7.5%, compared to $3.5 million for the same period
last year. The decrease in interest expense was due primarily to a decline in
the average cost of deposits and interest-bearing liabilities to 3.46% for the
three months ended
12
September 30, 2001 from 3.72% for the same period last year. This decline
reflects the lower interest rate environment in fiscal 2002.
Interest expense on interest-bearing deposits of $2.1 million for the
three months ended September 30, 2001 was substantially unchanged from the same
period last year. The increase in the average balance of deposits to $290.4
million from $278.4 million was offset by a decline in the rate paid on
interest-bearing deposits to 2.95% from 3.05%. A decline in the average
balance of comparatively low cost deposits (demand deposits, NOW accounts,
money market accounts, and saving and club accounts) was offset by an increase
in the average balance of comparatively higher cost certificates of deposit
which was used to partially fund loan originations and loan purchases. The
decline in the balance of low cost deposits was primarily the result of the
sale of deposits in the sale of non-strategic branches.
Interest expense on borrowed money decreased $287,000, or 20.9%, to $1.1
million for the three months ended September 30, 2001, compared to $1.4 million
for the prior year period. This decrease in interest expense was primarily due
to a decline in the average balance of borrowed money to $83.2 million from
$97.6 million, coupled with a decline in the rate paid for these funds to 5.23%
from 5.64%.
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES
Net interest income before the provision for loan losses amounted to $3.8
million for the three months ended September 30, 2001, an increase of $206,000,
or 5.8%. While net interest income benefited from a general interest rate
decline, this benefit was partially offset by a accelerated prepayments of
mortgagebacked securities and the sale of lower cost deposits in non-strategic
branches which were replaced by comparatively higher cost certificates of
deposit. Net interest margin grew to 3.87% for the second quarter of fiscal
2002 from 3.71% for the second quarter of fiscal 2001. The Company's annualized
interest rate spread increased by ten basis points to 3.71% for the three
months ended September 30, 2001 compared to the prior year period.
PROVISION FOR LOAN LOSSES
The provision for loan losses, which is predicated upon the Company's
assessment of the adequacy of its allowance for loan losses, amounted to
$225,000 for the three months ended September 30, 2001, compared to $450,000
for the same period last year. The 50.0% decrease in the provision for loan
losses is primarily attributable to a reduction in charge-offs. During the
second quarter of fiscal 2002, Carver recorded net recoveries of $5,000
compared to net loan charge-offs of $224,000 for the same period last year.
NON-INTEREST INCOME
Non-interest income was $476,000 for the three-month period ended
September 30, 2001, substantially unchanged from the same period last year,
excluding non-recurring gains and losses. The three months ended September 30,
2000 included a non-recurring gain of $758,000 relating to the sale of the
Chelsea branch. Excluding the non-recurring gain, non-interest income
represented 11.2% of total revenue (net interest income plus non-interest
income, excluding the non-recurring gains) for the second quarter of fiscal
2002, compared with 12.4% for the prior year period.
NON-INTEREST EXPENSE
Non-interest expense decreased $502,000, or 12.7%, to $3.4 million for the
quarter ended September 30, 2001, compared to $3.9 million for the same period
last year. The decrease in non-interest expense is primarily attributable to
efficiencies from the Company's management and branch restructuring and reduced
professional fees and lower FDIC premium.
INCOME TAX EXPENSE
For each period presented, the Company applied a federal tax loss
carryforward resulting from prior period losses and therefore no federal income
taxes have been applied to income for the three-month period ended September
30, 2001 nor the comparable prior year period. The taxes of $115,000 and
$178,000 for the three-months ended September 30, 2001, and 2000, respectively,
represent New York State and New York City income taxes only.
13
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES
While net interest income benefited from a general interest rate decline,
this benefit was partially offset by accelerated prepayments of mortgage-backed
securities and the sale of lower cost deposits in non-strategic branches, which
were replaced by comparatively higher costs and Certificates of Deposit.
COMPARISON OF OPERATING RESULTS FOR THE
SIX MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000
GENERAL
For the six months ended September 30, 2001 the Company reported net
income of $1.6 million available to common stockholders, or $0.66 per diluted
common share, compared to $332,000, or $0.15 per diluted common share, for the
corresponding period last year. For each period the Company applied a tax loss
carryforward resulting from prior period losses and therefore no federal taxes
have been applied to earnings for either period. Net income for the six-month
period ended September 30, 2001 includes non-recurring income of approximately
$1.0 million, which represents the net gain realized on the sale of the Bank's
East New York branch and a loss of $101,000 on the sale of automobile loans.
The comparable prior year period included realized gains on the sale of the
Bank's Roosevelt and Chelsea branches of approximately $1.0 million. Excluding
the non-recurring income, the Company would have recorded a pre-tax loss of
approximately $381,000 for the six-month period ended September 30, 2000,
compared to a pre-tax profit of $1.2 million for the six months ended September
30, 2001.
INTEREST INCOME
Interest income of $14.1 million for the six-month period ended September
30, 2001 was substantially unchanged compared to the prior year period. The
yield on average interest-earning assets was 7.25% for the first six months of
fiscal 2002 compared to 7.29% for the first six months of fiscal 2001.
Interest income on loans receivable increased by $572,000, or 5.41%, to
$11.1 million for the six months ended September 30, 2001, compared to $10.6
million for the prior year period. The increase reflected an $11.9 million, or
4.3%, increase in the average balance of loans receivable to $288.9 million for
the six months ended September 30, 2001, compared to $277.0 million for the six
months ended September 30, 2000. The increase in the average balance of loans
receivable resulted primarily from the origination and purchase of loans.
Interest income on investment securities decreased by $235,000, or 15.4%,
to $1.3 million for the six months ended September 30, 2001, compared to $1.5
million for the prior year period. The decrease was primarily due to the
decline in the yield to 6.62% for the six months ended September 30, 2001 from
7.02% for the prior year period, combined with a decline in the average balance
of investment securities to $39.0 million for the six months ended September
30, 2001 from $43.5 million in the prior year period. The decrease in the
average balance of investment securities was primarily attributable to the
reallocation of funds from maturing investment securities to the origination
and purchase of loans.
Interest income on mortgage-backed securities decreased by $290,000, or
18.3%, to $1.3 million for the six months ended September 30, 2001, compared to
$1.6 million for the prior year period. The decrease was primarily due to the
decline in average balances of mortgage-backed securities to $42.6 million from
$51.8 million for the prior year period due to accelerated prepayments of
mortgage-backed securities as a result of the lower interest rate environment
in fiscal 2002. The Bank reallocated the funds from such principal and
interest prepayments on mortgage-backed securities to the origination and
purchase of loans.
Interest income on federal funds sold decreased by $138,000, or 28.8%, to
$341,000 for the six months ended September 30, 2001, compared to $479,000 for
the prior year period. The decrease primarily reflected a decline in the yield
to 3.80% for the six months ended September 30, 2001, compared to 5.87% million
for the prior year period.
14
INTEREST EXPENSE
Interest expense decreased $270,000, or 3.9%, to $6.6 million for the six
months ended September 30, 2001, compared to $6.9 million for the prior year
period. The decrease in interest expense was due primarily to an eight basis
point decline in the annualized cost of deposits and interest-bearing
liabilities to 3.57%, compared to 3.65% for the same period last year, coupled
with a decline in the average balance of deposits and interest-bearing
liabilities to $371.4 million from $377.5 million.
Interest expense on interest-bearing deposits increased $162,000, or 3.9%,
to $4.3 million for the six months ended September 30, 2001, compared to $4.1
million for the prior year period. Although the Company benefited from the
lower interest rate environment in terms of lower rates on interest-bearing
deposits, interest expense on interest-bearing deposits increased primarily due
to an increase in the average balance of interest-bearing deposits to $287.1
million for the first six months of fiscal 2002 from $279.8 million in the
prior year period. The decline in the average balance of comparatively low
cost deposits (demand deposits, NOW accounts, money market accounts and savings
and club accounts) was offset by an increase in the average balance of
comparatively higher cost certificates of deposit. The average balance of
certificates of deposit was $114.3 million, or 39.8% of average total deposits
for the first six months of fiscal 2002, up from $88.9 million, or 31.8% of
average total deposits, for the first six months of fiscal 2001.
Interest expense on borrowed money decreased $432,000, or 15.6%, for the
six months ended September 30, 2001, compared to the prior year period. The
decrease in interest expense was due to a decline in the average balance of
borrowed money to $84.3 million from $97.7 million and a decrease in the rate
paid for these funds to 5.48% from 5.61%.
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES
Net interest income before provision for loan losses amounted to $7.5
million for the six months ended September 30, 2001, an increase of $179,000,
or 2.5%, compared to $7.3 million for the comparable prior year period. While
net interest income benefited from a general interest rate decline, this
benefit was partially offset by accelerated prepayments of mortgage-backed
securities and the sale of lower cost deposits in non-strategic branches, which
were replaced by comparatively higher costs and certificates of deposit. The
annualized net interest margin improved by ten basis points to 3.84% for the
six months ended September 30, 2001 compared to the prior year period, while
the Company's annualized interest rate spread increased by four basis points to
3.68%
PROVISION FOR LOAN LOSSES
The provision for loan losses amounted to $450,000 for the six-month
period ended September 30, 2001 compared to $894,000 for the same period last
year. The primary reasons for the 50% decrease in the provision was the
reduction in net charge-offs to $158,000 for the six months ended September 30,
2001, compared to $614,000 for the same period last year.
NON-INTEREST INCOME
Non-interest income (excluding non-recurring gains and losses) was $1.0
million for the six-month period ended September 30, 2001, substantially
unchanged from the same period last year. The six months ended September 30,
2001 included a gain of $987,000 relating to the sale of the East New York
branch offset in part by a loss of $101,000 on the sale of the automobile loan
portfolio. The six months ended September 30, 2000 included branch sale gains
of $1.0 million. Excluding non-recurring gains and losses, non-interest income
represented 11.9% of total revenues for the six-month periods ended September
30, 2001, compared to 11.4% for the same period last year.
NON-INTEREST EXPENSE
Non-interest expense decreased $837,000, or 10.9%, to $6.9 million for the
six-month period ended September 30, 2001 compared to $7.7 million for the same
period last year. The decrease in non-interest expense is primarily
attributable to efficiencies from the Company's management and branch
restructuring and reduced professional fees and lower FDIC premium.
15
INCOME TAX EXPENSE
For each period presented, the Company applied a federal tax loss
carryforward resulting from prior period losses and therefore no federal income
taxes have been applied to income for the six-month period ended September 30,
2001 nor the comparable prior year period. The taxes of $388,000 and $202,000
for the six-month periods ended September 30, 2001 and 2000, respectively,
represent New York State and New York City income taxes only.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Quantitative and qualitative disclosure about market risk is presented at
March 31, 2001 in the Company's Annual Report of Form 10-K (the "2001 10-K"),
as filed with the Securities and Exchange Commission ("SEC"). The Company
believes that there have been no material changes in the Company's market risk
at September 30, 2001 compared to March 31, 2001.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Disclosure regarding legal proceedings that the Company is a party to is
presented on Carver's 2001 10-K, as filed with the SEC. Except as set forth
below, there have been no material changes with regard to such legal
proceedings since the filing of the 2001 10-K.
Carver remains a defendant in the district court for the District of
Columbia in an action by Ralph Williams against the National Credit Union
Administration ("NCUA") and several other banks (Carver and such banks, the
"Bank Defendants") alleging that the NCUA acted improperly when it placed
Northwestern Conference Federal Credit Union ("Northwestern"), of which
Williams was a former board member, into conservatorship and subsequent
liquidation. While the bulk of plaintiff Williams' complaints relate to the
action of the NCUA board, Williams alleges that the Bank Defendants
"collaborated with the NCUA Board" in violating unspecified constitutional and
privacy rights. Plaintiff Janice Pressley, former treasurer of Northwestern,
later filed a pro se action (the "Pressley action") against the same defendants
alleging substantially similar complaints. The Bank Defendants have moved to
dismiss both complaints. On September 20, 2001, the court granted the motion
to dismiss the Pressley Action.
Certain other claims, suits, complaints and investigations involving the
Company, arising in the ordinary course of business, have been filed or are
pending. The Company is of the opinion, after discussion with legal counsel
representing the Company in these proceedings, that the aggregate liability or
loss, if any, arising from the ultimate disposition of these matters would not
have a material adverse effect on the Company's consolidated financial position
or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 11. Net income per share.
(b) Reports on Form 8-K.
None.
17
SIGNATURES
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.
<Table>
CARVER BANCORP, INC.
Date: November 14, 2001 /s/ Deborah C. Wright
-------------------------------------------
Deborah C. Wright
President and Chief Executive Officer
Date: November 14, 2001 /s/ William Schult
-------------------------------------------
William Schult
Vice President, Controller and Acting Chief
Financial Officer
</Table>
18