Form 8-K - Current report

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 17, 2024

CARVER BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-13007

13-3904174

(State or Other Jurisdiction

of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

75 West 125th Street, New York, NY	10027-4512
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 360-8820

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 (see General Instruction A.2. below):

¨	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which
registered

Common stock, par value $0.01 per share

CARV

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure.

On July 17, 2024, Carver Bancorp, Inc. (the “Company”) issued a letter to its shareholders. A copy of the letter is attached as Exhibit 99.1 hereto and incorporated by reference.

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Letter to Shareholders, dated July 17, 2024

104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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, hereunto duly authorized.

	CARVER BANCORP, INC.


DATE: July 17, 2024	By:	/s/ Isaac Torres
		Isaac Torres
		Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

July 17, 2024

Dear Carver Shareholders:

Carver Bancorp, Inc. (“Carver”) reduced its net loss by 32% to $3.0 million for the fiscal year-ended March 31, 2024 (“FY-2024”), achieving a breakeven in the second half of the year that reveals positive earnings momentum. Although net interest income of $22.6 million was down by 1% from prior year, non-interest income of $6.7 million (up 87%) drove the bottom line.

Underlying Carver’s improved results were the achievement of greater mission-aligned grant income opportunities, increased loan diversification and greater pricing discipline in this “higher for longer” cost of funding environment for banks. Indeed, Carver increased net income in the 2nd half of the fiscal year, without a corresponding increase in non-interest expense.

FY-2024 Financial Highlights:

Interest Income - up 23%; portfolio diversification from organic originations and participations in commercial mortgages, consumer, specialty finance and broadly syndicated loans are a result of Carver’s increased commercial engagement with bank and fintech partners.

Net Interest Margin - 3.31%; improved by 28 bps over the prior quarter as increased origination volume and the net yield pick-up on newly booked loans has begun to offset the marginal rise in funding costs.

Assets per Employee – up 1.9%, driven by a 4.6% increase in assets to $757 million.

Deposits – up 7.8%, funded by continued growth in retail, institutional and DTC funding to support asset growth and bolster our liquidity.

The story underlying Carver’s progress in FY-2024 would be incomplete without acknowledging long-standing mission-aligned partners, including Citigroup, J.P. Morgan and Wells Fargo, whose strategic fee-sharing, deposit gathering, and best practice-sharing have buttressed the Bank’s ability to impact the communities we serve. FY-2025 should reveal the impact of new mission-aligned relationships, which include:

New York Green Bank – Carver recently closed a $25 million credit facility to be deployed in decarbonization projects that will benefit the health and welfare of New York’s urban communities.

MWBE Vendor Supplier Program – Bespoke corporate vendor financing program for MWBEs (primarily located in the Northeast), guaranteed by a Fortune 100 corporate partner.

Jack Henry – Enhanced technology will provide an improved customer experience with the Fall 2025 roll-out of LoanVantage^TM, a core system solution designed to streamline our loan application/approval process.

Carver’s journey underscores the systemic importance of mission-driven MDIs and CDFIs to the health and well-being of underserved communities. The Bank has a proud history of providing low-to-moderate income (“LMI”) communities throughout New York City with a place to save for the future and access to credit products. Carver has received “Outstanding” CRA Ratings for over 20 consecutive years, earned by our legacy of community impact:

Lending, depository and other banking services to tens of thousands of New Yorkers, and hundreds of houses of worship, non-profits, multifamily dwellings and small businesses.

Sponsorship of financial education, wealth building skills and small business empowerment programs (e.g. seminars and one-on-one coaching to over 16,000 consumers and aspiring entrepreneurs).

Contributions to local investment utilizing Federal and State grants to support non-profit organizations, provide workforce development and home ownership programs.

Facilitating public/private business development (e.g. partnership with State agencies and corporate partners to provide contractor financing programs to MWBEs).

Access to capital through Carver’s Small Business Microloan program, which provides loans of $5,000 to $50,000 to commercial borrowers with thin credit histories.

Support of Historically Black Colleges and Universities.

Legacy notwithstanding, as the underbanked LMI neighborhoods in Carver’s service footprint have expanded to include multiple ethnicities, so too has Carver’s definition of community. Historically predominant African American and Caribbean-American neighborhoods in Harlem, Brooklyn and Queens served by our branches are now punctuated by growing centers of Hispanic, Asian, and Hasidic patronage. Our community is expanding and Carver’s mission and ability to serve this increasingly diverse universe of customers has never been more important.

In 1948, our founders endeavored to build a platform for savings and generational wealth creation for the underbanked. The confluence of Carver’s recent investments in institutional and retail client business development, microlending, community development and fraud risk management talent have all significantly enhanced our ability to serve the underbanked.

We remain optimistic about the Bank’s future and its ambition to continue the exploration and development of commercially sustainable products and services to grow with our community, including:

Greenhouse gas reduction project financing

Bespoke asset management and private wealth management services

Earned wage advances for low-income workers

Expanded MWBE grants and contractor financing initiatives

Consumer lending (e.g. auto loans, personal loans)

SBA Program business loans

Millennial and Gen Z-focused financial education and investment incubator

Encouraged by our asset and depositor base expansion, enhanced green lending capabilities, and solid advance against our sustainable earnings objective, we look forward to reporting continued progress as FY-2025 unfolds.

Sincerely,

Craig C. MacKay

Interim President & CEO

Carver Bancorp, Inc.

ABOUT CARVER FEDERAL SAVINGS BANK

Carver was founded by a consortium of faith and business leaders in Harlem in 1948 to address the banking needs of the predominantly African American and Caribbean communities whose residents, businesses, and institutions had limited access to mainstream financial services and business capital. Carver remains headquartered in Harlem today, with a branch and 24/7 ATM network that serves the traditionally low-to-moderate-income neighborhoods of the five boroughs of New York City and surrounding areas. As the neighborhoods that we serve have evolved, so has Carver, which today proudly serves as a vehicle of wealth accumulation, finance, and commerce for communities with increasingly diverse income, ethnicity, and socio-economic profiles.

Cover	Jul. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 17, 2024
Entity File Number	001-13007
Entity Registrant Name	CARVER BANCORP, INC.
Entity Central Index Key	0001016178
Entity Tax Identification Number	13-3904174
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	75 West 125th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10027-4512
City Area Code	212
Local Phone Number	360-8820
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	CARV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false