##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 1-13007
 CARVER BANCORP, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
(State or Other Jurisdiction of Incorporation or Organization)
    
    13-3904174
(I.R.S. Employer Identification No.)75 West 125th Street, New York, New York
(Address of Principal Executive Offices)
    
    10027
(Zip Code)
 Registrants telephone number, including area code: (718) 230-2900
  þ Yes o No
  o Yes o No
  o Large Accelerated Filer
    
    o Accelerated Filer
    
    o Non-accelerated Filer
    
    þ Smaller Reporting Company
  o Yes þ No
  Common Stock, par value $0.01
    
    2,474,719Class
    
    Outstanding at February 16, 2010




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##### 



TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Statements of Financial Condition as of
December 31, 2009 (unaudited) and March 31, 2009
    
    
    2Consolidated Statements of Income for the Three and Nine Months
Ended December 31, 2009 and 2008 (unaudited)
    
    
    3Consolidated Statement of Changes in Stockholders Equity and
Comprehensive Income for the Nine Months Ended December 31, 2009 (unaudited)
    
    
    4Consolidated Statements of Cash Flows for the Nine Months
Ended December 31, 2009 and 2008 (unaudited)
    
    
    5Notes to Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    36Item 4. Controls and Procedures
    
    
    36PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    37Item 1A. Risk Factors
    
    
    37Item 2. Issuer Purchases of Equity Securities
    
    
    38Item 3. Defaults Upon Senior Securities
    
    
    38Item 4. Submission of Matters to a Vote of Security Holders
    
    
    38Item 5. Other Information
    
    
    38Item 6. Exhibits
    
    
    38SIGNATURES
    
    
    39EXHIBITSExhibit 11Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   1




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##### Table of Contents



CARVER BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 December 31,
    
    
    March 31,2009
    
    
    2009(unaudited)ASSETSCash and cash equivalents:Cash and due from banks
    
    $
    18,540
    
    
    $
    8,251Money market investments
    
    
    768
    
    
    
    5,090Total cash and cash equivalents
    
    
    19,308
    
    
    
    13,341Investment securities:Available-for-sale, at fair value
    
    
    47,402
    
    
    
    59,973Held-to-maturity, at amortized cost (fair value of $12,847 and
$14,528 at December 31, 2009 and March 31, 2009, respectively)
    
    
    12,570
    
    
    
    14,808Total securities
    
    
    59,972
    
    
    
    74,781Loans held-for-sale
    
    
    
    
    
    
    21,105Loans receivable:Real estate mortgage loans
    
    
    615,565
    
    
    
    581,987Commercial business loans
    
    
    71,179
    
    
    
    57,398Consumer loans
    
    
    1,468
    
    
    
    1,674Loans, net
    
    
    688,212
    
    
    
    641,059Allowance for loan losses
    
    
    (8,962
    )
    
    
    (7,049
    )Total loans receivable, net
    
    
    679,250
    
    
    
    634,010Premises and equipment, net
    
    
    12,014
    
    
    
    15,237Federal Home Loan Bank of New York stock, at cost
    
    
    5,097
    
    
    
    4,174Bank owned life insurance
    
    
    9,725
    
    
    
    9,481Accrued interest receivable
    
    
    3,416
    
    
    
    3,697Core deposit intangibles, net
    
    
    266
    
    
    
    380Other assets
    
    
    22,697
    
    
    
    15,222Total assets
    
    $
    811,745
    
    
    $
    791,428LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Deposits:Savings
    
    $
    113,242
    
    
    $
    117,438Non-Interest Bearing Checking
    
    
    61,639
    
    
    
    56,505NOW
    
    
    43,168
    
    
    
    48,371Money Market
    
    
    65,879
    
    
    
    43,190Certificates of Deposit
    
    
    301,058
    
    
    
    337,912Total Deposits
    
    
    584,986
    
    
    
    603,416Advances from the FHLB-New York and other borrowed money
    
    
    153,564
    
    
    
    115,017Other liabilities
    
    
    8,184
    
    
    
    8,657Total liabilities
    
    
    746,734
    
    
    
    727,090Stockholders equity:Preferred stock (CPP) (par value $0.01 per share, 2,000,000 shares authorized; 18,980 shares,
with a liquidation preference of $1,000.00 per share, issued and outstanding
as of December 31, 2009 and March 31, 2009)
    
    
    18,980
    
    
    
    18,980Common stock (par value $0.01 per share: 10,000,000 shares authorized; 2,524,691 shares issued;
2,474,719 and 2,475,037 shares outstanding at December 31, 2009 and March 31, 2009, respectively)
    
    
    25
    
    
    
    25Additional paid-in capital
    
    
    24,174
    
    
    
    24,214Retained earnings
    
    
    22,730
    
    
    
    21,898Treasury stock, at cost (49,972 and 49,654 shares at December 31, 2009
and March 31, 2009, respectively)
    
    
    (687
    )
    
    
    (760
    )Accumulated other comprehensive loss
    
    
    (211
    )
    
    
    (19
    )Total stockholders equity
    
    
    65,011
    
    
    
    64,338Total liabilities and stockholders equity
    
    $
    811,745
    
    
    $
    791,428
   2




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CARVER BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest Income:Loans
    
    $
    9,361
    
    
    $
    9,800
    
    
    $
    28,149
    
    
    $
    30,093Mortgage-backed securities
    
    
    633
    
    
    
    578
    
    
    
    2,063
    
    
    
    1,742Investment securities
    
    
    72
    
    
    
    39
    
    
    
    259
    
    
    
    209Money market investments
    
    
    114
    
    
    
    4
    
    
    
    129
    
    
    
    44Total interest income
    
    
    10,180
    
    
    
    10,421
    
    
    
    30,600
    
    
    
    32,088Interest expense:Deposits
    
    
    1,637
    
    
    
    3,016
    
    
    
    5,452
    
    
    
    10,516Advances and other borrowed money
    
    
    1,063
    
    
    
    991
    
    
    
    2,999
    
    
    
    2,699Total interest expense
    
    
    2,700
    
    
    
    4,007
    
    
    
    8,451
    
    
    
    13,215Net interest income
    
    
    7,480
    
    
    
    6,414
    
    
    
    22,149
    
    
    
    18,873Provision for loan losses
    
    
    1,286
    
    
    
    431
    
    
    
    3,290
    
    
    
    770Net interest income after provision for loan losses
    
    
    6,194
    
    
    
    5,983
    
    
    
    18,859
    
    
    
    18,103Non-interest income:Depository fees and charges
    
    
    757
    
    
    
    732
    
    
    
    2,256
    
    
    
    2,114Loan fees and service charges
    
    
    186
    
    
    
    264
    
    
    
    753
    
    
    
    1,070Gain on sale of securities, net
    
    
    446
    
    
    
    
    
    
    
    446
    
    
    
    (Loss) Gain on sale of loans, net
    
    
    (223
    )
    
    
    (208
    )
    
    
    (220
    )
    
    
    38Other
    
    
    1,788
    
    
    
    407
    
    
    
    2,025
    
    
    
    1,293Total non-interest income
    
    
    2,954
    
    
    
    1,195
    
    
    
    5,260
    
    
    
    4,515Non-interest expense:Employee compensation and benefits
    
    
    3,053
    
    
    
    2,968
    
    
    
    9,366
    
    
    
    9,998Net occupancy expense
    
    
    1,624
    
    
    
    1,223
    
    
    
    3,765
    
    
    
    3,142Equipment, net
    
    
    569
    
    
    
    794
    
    
    
    1,569
    
    
    
    2,103Consulting fees
    
    
    193
    
    
    
    548
    
    
    
    562
    
    
    
    978Federal deposit insurance premiums
    
    
    255
    
    
    
    233
    
    
    
    1,303
    
    
    
    389Goodwill Impairment
    
    
    
    
    
    
    7,055
    
    
    
    
    
    
    
    7,055Other
    
    
    3,240
    
    
    
    1,967
    
    
    
    6,364
    
    
    
    5,762Total non-interest expense
    
    
    8,934
    
    
    
    14,788
    
    
    
    22,929
    
    
    
    29,427Income before income taxes and minority interest
    
    
    214
    
    
    
    (7,610
    )
    
    
    1,190
    
    
    
    (6,809
    )Income tax benefit
    
    
    (574
    )
    
    
    (550
    )
    
    
    (1,111
    )
    
    
    (1,293
    )Minority interest, net of taxes
    
    
    
    
    
    
    124
    
    
    
    
    
    
    
    361Net income
    
    $
    788
    
    
    $
    (7,184
    )
    
    $
    2,301
    
    
    $
    (5,877
    )Earnings per common share:Basic
    
    $
    0.22
    
    
    $
    (2.91
    )
    
    $
    0.64
    
    
    $
    (2.38
    )Diluted
    
    $
    0.22
    
    
    $
    (2.91
    )
    
    $
    0.64
    
    
    $
    (2.38
    )
   3




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CARVER BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)  For the nine months ended December 31, 2009  (In thousands)  (Unaudited)
 AccumulatedPreferred
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    TotalStock
    
    
    Common
    
    
    Paid-In
    
    
    Treasury
    
    
    Retained
    
    
    Comprehensive
    
    
    Stockholders(CPP)
    
    
    Stock
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    Income (Loss)
    
    
    EquityBalance  March 31, 2009
    
    $
    18,980
    
    
    $
    25
    
    
    $
    24,214
    
    
    $
    (760
    )
    
    $
    21,898
    
    
    $
    (19
    )
    
    $
    64,338Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,301
    
    
    
    
    
    
    
    2,301Change in net unrealized loss
on available-for-sale
securities, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (192
    )
    
    
    (192
    )Comprehensive income (loss),
net of taxes:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,301
    
    
    
    (192
    )
    
    
    2,109Common Dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (745
    )
    
    
    
    
    
    
    (745
    )CPP Preferred Dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (712
    )
    
    
    
    
    
    
    (712
    )Treasury stock activity
    
    
    
    
    
    
    
    
    
    
    (47
    )
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    26Stock based compensation
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    (12
    )
    
    
    
    
    
    
    (5
    )Balance  December 31, 2009
    
    $
    18,980
    
    
    $
    25
    
    
    $
    24,174
    
    
    $
    (687
    )
    
    $
    22,730
    
    
    $
    (211
    )
    
    $
    65,011
   4




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CARVER BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine Months Ended December 31,2009
    
    
    2008OPERATING ACTIVITIESNet income
    
    $
    2,301
    
    
    $
    (5,877
    )Adjustments to reconcile net income to net cash from operating activities:Provision for loan losses
    
    
    3,290
    
    
    
    770Provision for REO losses
    
    
    
    
    
    
    53Goodwill impairment charge
    
    
    
    
    
    
    7,055Stock based compensation expense
    
    
    5
    
    
    
    3Depreciation and amortization expense
    
    
    1,371
    
    
    
    1,340Amortization of premiums and discounts
    
    
    (387
    )
    
    
    Amortization of other intangibles
    
    
    
    
    
    
    141Gain on sale
of building
    
    
    (1,172
    )
    
    
    Loss from sale of real estate owned
    
    
    14
    
    
    
    Gain on sale of securities
    
    
    (446
    )
    
    
    Loss (Gain) on sale of loans
    
    
    220
    
    
    
    (38
    )Originations of loans held-for-sale
    
    
    (1,464
    )
    
    
    (9,097
    )Proceeds from sale of loans held-for-sale
    
    
    1,635
    
    
    
    10,600Changes in assets and liabilities:Decrease in accrued interest receivable
    
    
    281
    
    
    
    418Decrease in loan premiums and discounts and deferred charges
    
    
    428
    
    
    
    174Increase in premiums and discounts  securities
    
    
    698
    
    
    
    4(Increase) decrease in other assets
    
    
    (7,562
    )
    
    
    3,201Decrease in other liabilities
    
    
    (515
    )
    
    
    (231
    )Net cash (used in) provided by operating activities
    
    
    (1,300
    )
    
    
    8,516INVESTING ACTIVITIESPurchase of available-for-sale securities
    
    
    (23,657
    )
    
    
    (12,446
    )Proceeds from sales of securities
    
    
    23,479
    
    
    
    Proceeds
from principal payments, maturities, and calls:Available-for-sale
    
    
    12,122
    
    
    
    4,153Held-to-maturity
    
    
    2,208
    
    
    
    1,107Originations of loans held-for-investment
    
    
    (96,360
    )
    
    
    (103,290
    )Loans purchased from third parties
    
    
    (10,760
    )
    
    
    Principal collections on loans
    
    
    78,634
    
    
    
    99,374Purchase of FHLB-NY stock
    
    
    (923
    )
    
    
    (1,492
    )Disposals (Additions) to premises and equipment
    
    
    3,302
    
    
    
    (1,181
    )Proceeds from sale of real estate owned
    
    
    562
    
    
    
    949Net cash used in investing activities
    
    
    (11,393
    )
    
    
    (12,826
    )FINANCING ACTIVITIESNet decrease in deposits
    
    
    (18,431
    )
    
    
    (33,129
    )Net borrowing of FHLB advances and other borrowings
    
    
    38,548
    
    
    
    32,872Common stock repurchased
    
    
    
    
    
    
    (159
    )Dividends paid
    
    
    (1,457
    )
    
    
    (741
    )Net cash provided by (used in) financing activities
    
    
    18,660
    
    
    
    (1,157
    )Net increase (decrease) in cash and cash equivalents
    
    
    5,967
    
    
    
    (5,467
    )Cash and cash equivalents at beginning of period
    
    
    13,341
    
    
    
    27,368Cash and cash equivalents at end of period
    
    $
    19,308
    
    
    $
    21,901Supplemental information:Noncash TransfersChange in unrealized loss on valuation of available-for-sale investments, net
    
    $
    (192
    )
    
    $
    276Cash paid forInterest
    
    $
    11,359
    
    
    $
    13,152Income taxes
    
    $
    199
    
    
    $
    129
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CARVER BANCORP, INC AND SUBSIDIARIES
 
 Notes to Consolidated Financial Statements (Unaudited)
 1. Organization
 Nature of operations
     2. Basis of Presentation
   6




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TM
  Reclassifications
  3. Earnings per Share
    7




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4. Accounting for Stock Based Compensation
  5. Benefit Plans
 Employee Pension Plan
   6. Common Stock Dividend
  7. Investment Securities
   8




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##### Table of Contents



Amortized
    
    
    Gross Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair-ValueAvailable-for-Sale:Mortgage-backed securities:Government National Mortgage Association
    
    $
    26,147
    
    
    $
    19
    
    
    $
    (260
    )
    
    $
    25,906Federal Home Loan Mortgage Corporation
    
    
    4,834
    
    
    
    211
    
    
    
    (1
    )
    
    
    5,044Federal National Mortgage Association
    
    
    13,186
    
    
    
    207
    
    
    
    (225
    )
    
    
    13,168Other
    
    
    346
    
    
    
    
    
    
    
    (46
    )
    
    
    300Total mortgage-backed securities
    
    
    44,513
    
    
    
    437
    
    
    
    (532
    )
    
    
    44,418U.S. Government Agency Securities
    
    
    2,996
    
    
    
    
    
    
    
    (12
    )
    
    
    2,984Total available-for-sale
    
    $
    47,509
    
    
    $
    437
    
    
    $
    (544
    )
    
    $
    47,402Held-to-Maturity:Mortgage-backed securities:Government National Mortgage Association
    
    $
    444
    
    
    $
    34
    
    
    $
    
    
    
    $
    478Federal Home Loan Mortgage Corporation
    
    
    8,937
    
    
    
    68
    
    
    
    (1
    )
    
    
    9,004Federal National Mortgage Association
    
    
    3,045
    
    
    
    178
    
    
    
    (0
    )
    
    
    3,223Total mortgage-backed securities
    
    
    12,426
    
    
    
    280
    
    
    
    (1
    )
    
    
    12,705Other
    
    
    144
    
    
    
    
    
    
    
    (2
    )
    
    
    142Total held-to-maturity
    
    
    12,570
    
    
    
    280
    
    
    
    (3
    )
    
    
    12,847Total securities
    
    $
    60,079
    
    
    $
    717
    
    
    $
    (547
    )
    
    $
    60,249
  Amortized
    
    
    Gross Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair-ValueAvailable-for-Sale:Mortgage-backed securities:Government National Mortgage Association
    
    $
    39,252
    
    
    $
    26
    
    
    $
    (486
    )
    
    $
    38,792Federal Home Loan Mortgage Corporation
    
    
    5,847
    
    
    
    185
    
    
    
    (2
    )
    
    
    6,030Federal National Mortgage Association
    
    
    13,872
    
    
    
    493
    
    
    
    (8
    )
    
    
    14,357Other
    
    
    571
    
    
    
    
    
    
    
    (37
    )
    
    
    534Total mortgage-backed securities
    
    
    59,542
    
    
    
    704
    
    
    
    (533
    )
    
    
    59,713U.S. Government Agency Securities
    
    
    254
    
    
    
    6
    
    
    
    
    
    
    
    260Total available-for-sale
    
    
    59,796
    
    
    
    710
    
    
    
    (533
    )
    
    
    59,973Held-to-Maturity:Mortgage-backed securities:Government National Mortgage Association
    
    
    488
    
    
    
    27
    
    
    
    
    
    
    
    515Federal Home Loan Mortgage Corporation
    
    
    10,292
    
    
    
    17
    
    
    
    (153
    )
    
    
    10,156Federal National Mortgage Association
    
    
    3,870
    
    
    
    80
    
    
    
    (248
    )
    
    
    3,702Total mortgage-backed securities
    
    
    14,650
    
    
    
    124
    
    
    
    (401
    )
    
    
    14,373Other
    
    
    158
    
    
    
    
    
    
    
    (3
    )
    
    
    155Total held-to-maturity
    
    
    14,808
    
    
    
    124
    
    
    
    (404
    )
    
    
    14,528Total securities
    
    $
    74,604
    
    
    $
    834
    
    
    $
    (937
    )
    
    $
    74,501
  9




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Less than 12 months
    
    
    12 months or longer
    
    
    TotalUnrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    FairLosses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    ValueAvailable-for-Sale:Mortgage-backed securities
    
    $
    (468
    )
    
    $
    21,194
    
    
    $
    (64
    )
    
    $
    1,239
    
    
    $
    (532
    )
    
    $
    22,433Agencies
    
    $
    (12
    )
    
    $
    1,485
    
    
    $
    
    
    
    $
    
    
    
    $
    (12
    )
    
    $
    1,485Total available-for-sale
    
    $
    (480
    )
    
    $
    22,679
    
    
    $
    (64
    )
    
    $
    1,239
    
    
    $
    (544
    )
    
    $
    23,918Held-to-Maturity:Mortgage-backed securities
    
    $
    
    
    
    $
    
    
    
    $
    (1
    )
    
    $
    282
    
    
    $
    (1
    )
    
    $
    282Other
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    (142
    )
    
    
    (2
    )
    
    
    (142
    )Total held-to-maturity
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    140
    
    
    
    (3
    )
    
    
    140Total securities
    
    $
    (480
    )
    
    $
    22,679
    
    
    $
    (67
    )
    
    $
    1,379
    
    
    $
    (547
    )
    
    $
    24,058
    Less than 12 months
    
    
    12 months or longer
    
    
    TotalUnrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    FairLosses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    ValueAvailable-for-Sale:Mortgage-backed securities
    
    $
    (441
    )
    
    $
    30,008
    
    
    $
    (92
    )
    
    $
    2,938
    
    
    $
    (533
    )
    
    $
    32,946Total available-for-sale
    
    $
    (441
    )
    
    $
    30,008
    
    
    $
    (92
    )
    
    $
    2,938
    
    
    $
    (533
    )
    
    $
    32,946Held-to-Maturity:Mortgage-backed securities
    
    $
    (246
    )
    
    $
    2,119
    
    
    $
    (155
    )
    
    $
    8,682
    
    
    $
    (401
    )
    
    $
    10,801Other
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    155
    
    
    
    (3
    )
    
    
    155Total held-to-maturity
    
    
    (246
    )
    
    
    2,119
    
    
    
    (158
    )
    
    
    8,837
    
    
    
    (404
    )
    
    
    10,956Total securities
    
    $
    (687
    )
    
    $
    32,127
    
    
    $
    (250
    )
    
    $
    11,775
    
    
    $
    (937
    )
    
    $
    43,902
 8. Fair Value Measurements
   10




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##### Table of Contents




    
    Level 1   Inputs to the valuation methodology are quoted prices (unadjusted) for
identical assets or liabilities in active markets.
    
    Level 2   Inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets, and inputs that are observable for the asset
or liability, either directly or indirectly, for substantially the full term of the
financial instrument.
    
    Level 3   Inputs to the valuation methodology are unobservable and significant to
the fair value measurement.
   Fair Value Measurements at December 31, 2009, UsingQuoted Prices in Active
    
    
    Significant Other
    
    
    SignificantMarkets for Identical
    
    
    Observable Inputs
    
    
    Unobservable
    
    
    Total Fair(in thousands)
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    Inputs (Level 3)
    
    
    ValueMortgage servicing rights
    
    $
    
    
    
    $
    
    
    
    $
    680
    
    
    $
    680Securities available for sale
    
    $
    
    
    
    $
    47,357
    
    
    $
    45
    
    
    $
    47,402
 Fair Value Measurements at March 31, 2009, UsingQuoted Prices in Active
    
    
    Significant Other
    
    
    SignificantMarkets for Identical
    
    
    Observable Inputs
    
    
    Unobservable
    
    
    Total Fair(in thousands)
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    Inputs (Level 3)
    
    
    ValueMortgage servicing rights
    
    $
    
    
    
    $
    
    
    
    $
    452
    
    
    $
    452Securities available for
sale
    
    $
    
    
    
    $
    59,928
    
    
    $
    45
    
    
    $
    59,973
      11




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##### Table of Contents



Mortgage
    
    
    SecuritiesServicing
    
    
    Available for(in thousands)
    
    Rights
    
    
    SaleBeginning balance, April 1, 2009
    
    $
    451
    
    
    $
    45Additions
    
    
    177
    
    
    
    Total unrealized gain
    
    
    52
    
    
    
    Ending balance, December 31, 2009
    
    $
    680
    
    
    $
    45
 9. Fair Value of Financial Instruments
    12




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##### Table of Contents



December 31, 2009
    
    
    March 31, 2009Carrying
    
    
    Estimated
    
    
    Carrying
    
    
    EstimatedAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueFinancial Assets:Cash and cash equivalents
    
    $
    19,308
    
    
    $
    19,308
    
    
    $
    13,341
    
    
    $
    13,341Investment securities available-for-sale
    
    
    
    
    
    
    
    
    
    
    260
    
    
    
    260Mortgage backed securities available-for-sale
    
    
    47,402
    
    
    
    47,402
    
    
    
    59,713
    
    
    
    59,713FHLB Stock
    
    
    5,097
    
    
    
    5,097
    
    
    
    4,174
    
    
    
    4,174Mortgage backed securities held-to-maturity
    
    
    12,570
    
    
    
    12,847
    
    
    
    14,808
    
    
    
    14,528Loans receivable
    
    
    679,250
    
    
    
    684,537
    
    
    
    634,010
    
    
    
    649,219Loans held-for-sale
    
    
    
    
    
    
    
    
    
    
    21,105
    
    
    
    22,467Accrued interest receivable
    
    
    3,416
    
    
    
    3,416
    
    
    
    3,697
    
    
    
    3,697Mortgage servicing rights
    
    
    680
    
    
    
    680
    
    
    
    452
    
    
    
    452Financial Liabilities:Deposits
    
    $
    584,986
    
    
    $
    556,524
    
    
    $
    603,416
    
    
    $
    610,455Advances from FHLB of New York
    
    
    121,093
    
    
    
    122,795
    
    
    
    71,614
    
    
    
    71,592Other borrowed money
    
    
    32,471
    
    
    
    32,471
    
    
    
    43,403
    
    
    
    46,179
 Cash and cash equivalents and accrued interest receivable
  Securities
  Loans receivable and loan held-for-sale
  Mortgage servicing rights
  Deposits
  Borrowings
   13




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Limitations
    10. Variable Interest Entities
     14




---



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11. Impact of Accounting Standards and Interpretations
         15




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16



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12. Subsequent Events
    17




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
  
    
    the Companys success in implementing its new business initiatives, including expanding
its product line, adding new branches and ATM centers and successfully building its brand
image;
    
    increases in competitive pressure among financial institutions or non-financial institutions;
    
    legislative or regulatory changes which may adversely affect the Companys business;
    
    technological changes which may be more difficult to implement or expensive than anticipated;
    
    changes in interest rates which may reduce net interest margin and net interest income;
    
    changes in deposit flows, loan demand, real estate values, borrowing facilities,
capital markets and investment opportunities which may adversely affect the business;
    
    changes in existing loan portfolio composition and credit quality, and changes in loan loss requirements;
    
    changes in accounting principles, policies or guidelines which may cause conditions to be perceived differently;
    
    litigation or other matters before regulatory agencies, whether currently existing or
commencing in the future, which may delay the occurrence or non-occurrence of events
longer than anticipated;
    
    the ability to originate and purchase loans with attractive terms and acceptable credit quality;
    
    the ability to attract and retain key members of management;
    
    the ability to realize cost efficiencies; and
    
    general economic conditions, either nationally or locally in some or all areas in which
business is conducted, or conditions in the real estate or securities markets or the
banking industry which could affect liquidity in the capital markets, the volume of loan
origination, deposit flows, real estate values, the levels of non-interest income and the
amount of loan losses.
   18




---



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Overview
         19




---



##### Table of Contents



New Markets Tax Credit Award
    Critical Accounting Policies
  Allowance for Loan Losses
   20




---



##### Table of Contents




    
    Establishment of loan loss allowance amounts for all specifically
identified criticized and classified loans that have been designated as
requiring attention by managements internal loan review process, bank
regulatory examinations or the Banks external auditors.
    
    An average loss factor, giving effect to historical loss
experience over several years and other qualitative factors, is applied to all
loans not subject to specific review.
    
    Evaluation of any changes in risk profile brought about by
business combinations, customer knowledge, the results of ongoing credit quality
monitoring processes and the cyclical nature of economic and business
conditions. An important consideration in performing this evaluation is the
concentration of real estate related loans located in the New York City
metropolitan area.
   
    
    Amount and trend of criticized loans;
    
    Actual losses;
    
    Peer comparisons with other financial institutions; and
    
    Economic data associated with the real estate market in the
Companys lending market areas.
  21




---



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Securities Impairment
   22




---



##### Table of Contents



Deferred Income Taxes
 Income Taxes
  Stock Repurchase Program
  Liquidity and Capital Resources
     23




---



##### Table of Contents



GAAP
    
    
    Tangible
    
    
    Leverage
    
    
    Risk-BasedCapital
    
    
    Equity
    
    
    Capital
    
    
    CapitalStockholders Equity at December 31, 2009
    
    $
    78,027
    
    
    $
    78,027
    
    
    $
    78,027
    
    
    $
    78,027Add:General valuation allowances
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,406Other
    
    
    
    
    
    
    218
    
    
    
    218
    
    
    
    218Deduct:Disallowed deferred tax assets
    
    
    
    
    
    
    10,105
    
    
    
    10,105
    
    
    
    10,105Unrealized gains on securities available-for-sale, net
    
    
    
    
    
    
    8
    
    
    
    8
    
    
    
    8Goodwill and qualifying intangible assets, net
    
    
    
    
    
    
    266
    
    
    
    266
    
    
    
    266Regulatory Capital
    
    
    
    
    
    
    67,866
    
    
    
    67,866
    
    
    
    76,272Minimum Capital requirement
    
    
    
    
    
    
    12,015
    
    
    
    32,040
    
    
    
    53,753Regulatory Capital Excess
    
    
    
    
    
    $
    55,851
    
    
    $
    35,826
    
    
    $
    22,520Capital Ratios
    
    
    
    
    
    
    8.46
    %
    
    
    8.47
    %
    
    
    11.35
    %
  Bank
Regulatory Matters
   24




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##### Table of Contents



Comparison of Financial Condition at December 31, 2009 and March 31, 2009
 Assets
          25




---



##### Table of Contents



Liabilities and Stockholders Equity
     Asset/Liability Management
   Off-Balance Sheet Arrangements and Contractual Obligations
   Commitments to fund construction mortgage loans
    
    $
    30,125Commitments to fund commercial and consumer loans
    
    
    7,938Lines of credit
    
    
    6,138Letters of credit
    
    
    4,154$
    48,355
  26




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##### Table of Contents



Comparison of Operating Results for the Three and Nine Months Ended December 31, 2009 and 2008
 Overview
   CARVER BANCORP, INC. AND SUBSIDIARIES
SELECTED KEY RATIOS
 Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Selected Financial Data:Return on average assets (1)
    
    
    0.39
    %
    
    NM
    
    
    
    0.38
    %
    
    NMReturn on average equity (2)
    
    
    4.83
    
    
    NM
    
    
    
    4.77
    
    
    NMNet interest margin (3)
    
    
    3.96
    
    
    
    3.61
    %
    
    
    3.93
    
    
    
    3.54
    %Interest rate spread (4)
    
    
    3.82
    
    
    
    3.44
    
    
    
    3.76
    
    
    
    3.34Efficiency ratio (5)
    
    
    85.62
    
    
    
    101.61
    
    
    
    83.66
    
    
    
    95.66Operating expenses to average assets (6)
    
    
    4.40
    
    
    
    7.52
    
    
    
    3.80
    
    
    
    4.97Average equity to average assets (7)
    
    
    8.03
    
    
    
    6.98
    
    
    
    7.98
    
    
    
    6.90Average interest-earning assets to
average interest-bearing liabilities
    
    
    1.11
    x
    
    
    1.09
    x
    
    
    1.12
    x
    
    
    1.06
    x
 (1)
    
    Net income, annualized, divided by average total assets.(2)
    
    Net income, annualized, divided by average total equity.(3)
    
    Net interest income, annualized, divided by average interest-earning assets.(4)
    
    Combined weighted average interest rate earned less combined weighted average interest rate
cost.(5)
    
    Operating expenses divided by sum of net interest income plus non-interest income.(6)
    
    Non-interest expenses less loss on real estate owned, annualized, divided by average total
assets (2008 ratios exclude the impact of the goodwill impairment).(7)
    
    Total average equity divided by total average assets for the period.  27




---



##### Table of Contents



Analysis of Net Interest Income
      28




---



##### Table of Contents



CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED AVERAGE BALANCES
 For the Three Months Ended December 31,2009
    
    
    2008Average
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/CostInterest Earning Assets:Loans (1)
    
    $
    688,316
    
    
    $
    9,361
    
    
    
    5.44
    %
    
    $
    655,324
    
    
    $
    9,800
    
    
    
    5.98
    %Mortgage-backed securities
    
    
    61,469
    
    
    
    633
    
    
    
    4.12
    %
    
    
    44,636
    
    
    
    578
    
    
    
    5.18
    %Investment securities (2)
    
    
    4,946
    
    
    
    78
    
    
    
    6.28
    %
    
    
    6,382
    
    
    
    39
    
    
    
    2.42
    %Other investments and federal funds sold
    
    
    1,004
    
    
    
    108
    
    
    
    42.69
    %
    
    
    4,025
    
    
    
    4
    
    
    
    0.39
    %Total interest-earning assets
    
    
    755,735
    
    
    
    10,180
    
    
    
    5.39
    %
    
    
    710,367
    
    
    
    10,421
    
    
    
    5.87
    %Non-interest-earning assets
    
    
    56,721
    
    
    
    
    
    
    
    
    
    
    
    76,436Total assets
    
    $
    812,456
    
    
    
    
    
    
    
    
    
    
    $
    786,803Interest Bearing Liabilities:Deposits:Now demand
    
    $
    46,516
    
    
    
    20
    
    
    
    0.17
    %
    
    $
    25,820
    
    
    
    13
    
    
    
    0.20
    %Savings and clubs
    
    
    114,301
    
    
    
    63
    
    
    
    0.22
    %
    
    
    118,456
    
    
    
    145
    
    
    
    0.49
    %Money market
    
    
    52,999
    
    
    
    183
    
    
    
    1.37
    %
    
    
    44,424
    
    
    
    218
    
    
    
    1.95
    %Certificates of deposit
    
    
    327,502
    
    
    
    1,362
    
    
    
    1.65
    %
    
    
    359,731
    
    
    
    2,627
    
    
    
    2.90
    %Mortgagors deposits
    
    
    2,186
    
    
    
    9
    
    
    
    1.66
    %
    
    
    2,965
    
    
    
    14
    
    
    
    1.87
    %Total deposits
    
    
    543,504
    
    
    
    1,637
    
    
    
    1.20
    %
    
    
    551,396
    
    
    
    3,017
    
    
    
    2.17
    %Borrowed money
    
    
    138,879
    
    
    
    1,063
    
    
    
    3.04
    %
    
    
    101,996
    
    
    
    991
    
    
    
    3.85
    %Total interest-bearing liabilities
    
    
    682,383
    
    
    
    2,700
    
    
    
    1.57
    %
    
    
    653,392
    
    
    
    4,008
    
    
    
    2.43
    %Non-interest-bearing liabilities:Demand
    
    
    58,420
    
    
    
    
    
    
    
    
    
    
    
    52,442Other liabilities
    
    
    6,429
    
    
    
    
    
    
    
    
    
    
    
    6,869Total liabilities
    
    
    747,232
    
    
    
    
    
    
    
    
    
    
    
    712,703Minority Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,150Stockholders equity
    
    
    65,224
    
    
    
    
    
    
    
    
    
    
    
    54,950Total liabilities & stockholders equity
    
    $
    812,456
    
    
    
    
    
    
    
    
    
    
    $
    786,803Net interest income
    
    
    
    
    
    $
    7,480
    
    
    
    
    
    
    
    
    
    
    $
    6,413Average interest rate spread
    
    
    
    
    
    
    
    
    
    
    3.82
    %
    
    
    
    
    
    
    
    
    
    
    3.44
    %Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.96
    %
    
    
    
    
    
    
    
    
    
    
    3.61
    %
 (1)
    
    Includes non-accrual loans(2)
    
    Includes FHLB-NY stock  29




---



##### Table of Contents



CARVER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED AVERAGE BALANCES
 Nine months ended December 31,2009
    
    
    2008Average
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/CostInterest Earning Assets:Loans (1)
    
    $
    679,630
    
    
    $
    28,150
    
    
    
    5.52
    %
    
    $
    656,636
    
    
    $
    30,093
    
    
    
    6.11
    %Mortgage-backed securities
    
    
    66,655
    
    
    
    2,063
    
    
    
    4.13
    %
    
    
    44,705
    
    
    
    1,742
    
    
    
    5.20
    %Investment securities (2)
    
    
    4,916
    
    
    
    272
    
    
    
    7.35
    %
    
    
    5,747
    
    
    
    209
    
    
    
    4.76
    %Other investments and federal funds sold
    
    
    1,017
    
    
    
    115
    
    
    
    15.01
    %
    
    
    4,060
    
    
    
    44
    
    
    
    1.44
    %Total interest-earning assets
    
    
    752,218
    
    
    
    30,600
    
    
    
    5.42
    %
    
    
    711,148
    
    
    
    32,088
    
    
    
    6.02
    %Non-interest-earning assets
    
    
    52,903
    
    
    
    
    
    
    
    
    
    
    
    77,746Total assets
    
    $
    805,121
    
    
    
    
    
    
    
    
    
    
    $
    788,894Interest Bearing Liabilities:Deposits:Now demand
    
    $
    50,182
    
    
    
    62
    
    
    
    0.16
    %
    
    $
    24,460
    
    
    
    49
    
    
    
    0.27
    %Savings and clubs
    
    
    117,113
    
    
    
    194
    
    
    
    0.22
    %
    
    
    121,904
    
    
    
    474
    
    
    
    0.52
    %Money market
    
    
    47,805
    
    
    
    486
    
    
    
    1.35
    %
    
    
    45,125
    
    
    
    736
    
    
    
    2.16
    %Certificates of deposit
    
    
    328,623
    
    
    
    4,680
    
    
    
    1.89
    %
    
    
    373,143
    
    
    
    9,218
    
    
    
    3.28
    %Mortgagors deposits
    
    
    2,453
    
    
    
    30
    
    
    
    1.62
    %
    
    
    2,887
    
    
    
    38
    
    
    
    1.75
    %Total deposits
    
    
    546,176
    
    
    
    5,452
    
    
    
    1.32
    %
    
    
    567,519
    
    
    
    10,515
    
    
    
    2.46
    %Borrowed money
    
    
    128,118
    
    
    
    2,999
    
    
    
    3.11
    %
    
    
    87,261
    
    
    
    2,699
    
    
    
    4.11
    %Total interest-bearing liabilities
    
    
    674,294
    
    
    
    8,451
    
    
    
    1.66
    %
    
    
    654,780
    
    
    
    13,214
    
    
    
    2.68
    %Non-interest-bearing liabilities:Demand
    
    
    58,964
    
    
    
    
    
    
    
    
    
    
    
    52,957Other liabilities
    
    
    7,596
    
    
    
    
    
    
    
    
    
    
    
    7,548Total liabilities
    
    
    740,854
    
    
    
    
    
    
    
    
    
    
    
    715,285Minority Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,150Stockholders equity
    
    
    64,267
    
    
    
    
    
    
    
    
    
    
    
    54,459Total liabilities & stockholders equity
    
    $
    805,121
    
    
    
    
    
    
    
    
    
    
    $
    788,894Net interest income
    
    
    
    
    
    $
    22,149
    
    
    
    
    
    
    
    
    
    
    $
    18,874Average interest rate spread
    
    
    
    
    
    
    
    
    
    
    3.76
    %
    
    
    
    
    
    
    
    
    
    
    3.34
    %Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.93
    %
    
    
    
    
    
    
    
    
    
    
    3.54
    %
 (1)
    
    Includes non-accrual loans(2)
    
    Includes FHLB-NY stock  30




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##### Table of Contents



Interest Income
     Interest Expense
     31




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##### Table of Contents



Provision for Loan Losses and Asset Quality
    Nine MonthsEndedDecember 31,
    
    
    Fiscal Year-End2009
    
    
    March 31, 2009Beginning Balance
    
    $
    7,049
    
    
    $
    4,878Less charge-offs:Business
    
    
    (967
    )
    
    
    (501
    )Consumer and other
    
    
    (461
    )
    
    
    (83
    )Total Charge- Offs:
    
    
    (1,428
    )
    
    
    (584
    )Add Recoveries:Business
    
    
    4
    
    
    
    10Consumer and other
    
    
    47
    
    
    
    43Total Recoveries:
    
    
    51
    
    
    
    53Provision for Loan Losses
    
    
    3,290
    
    
    
    2,702Ending Balance
    
    $
    8,962
    
    
    $
    7,049Ratios:Net charge-offs to average loans outstanding
    
    
    0.27
    %
    
    
    0.08
    %Allowance to total loans
    
    
    1.31
    %
    
    
    1.10
    %Allowance to non-performing loans (1)
    
    
    26.81
    %
    
    
    26.48
    %
 (1)
    
    Non-performing loans consist of non-accrual loans and accruing loans 90 days or more
past due in settlement of loans.  32




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##### Table of Contents



Non-performing Assets.
     33




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##### Table of Contents



December
    
    
    September
    
    
    June
    
    
    March
    
    
    December2009
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2008Loans accounted for on a non-accrual basis (1):Gross loans receivable:One- to four-family
    
    $
    5,009
    
    
    $
    3,297
    
    
    $
    6,598
    
    
    $
    4,396
    
    
    $
    3,185Multifamily
    
    
    6,406
    
    
    
    5,988
    
    
    
    3,978
    
    
    
    3,569
    
    
    
    Non-residential
    
    
    3,831
    
    
    
    4,933
    
    
    
    7,963
    
    
    
    11,375
    
    
    
    6,550Construction
    
    
    12,719
    
    
    
    9,808
    
    
    
    3,750
    
    
    
    3,286
    
    
    
    Business
    
    
    5,138
    
    
    
    2,760
    
    
    
    2,801
    
    
    
    3,079
    
    
    
    3,907Consumer
    
    
    35
    
    
    
    31
    
    
    
    3
    
    
    
    22
    
    
    
    46Total non-accrual loans
    
    
    33,138
    
    
    
    26,817
    
    
    
    25,093
    
    
    
    25,727
    
    
    
    13,688Accruing loans contractually past due > 90 days (2)
    
    
    305
    
    
    
    987
    
    
    
    1,388
    
    
    
    894
    
    
    
    25Total non-performing loans (non-accrual & accruing loans
past due > 90 days)
    
    
    33,443
    
    
    
    27,804
    
    
    
    26,481
    
    
    
    26,621
    
    
    
    13,713Other non-performing assets (3):Real estate owned
    
    
    28
    
    
    
    67
    
    
    
    162
    
    
    
    465
    
    
    
    610Total other non-performing assets
    
    
    28
    
    
    
    67
    
    
    
    162
    
    
    
    465
    
    
    
    610Total non-performing assets (4)
    
    $
    33,471
    
    
    $
    27,871
    
    
    $
    26,643
    
    
    $
    27,086
    
    
    $
    14,323Non-performing loans to total loans
    
    
    4.86
    %
    
    
    4.17
    %
    
    
    4.02
    %
    
    
    4.15
    %
    
    
    2.15
    %Non-performing assets to total assets
    
    
    4.12
    %
    
    
    3.45
    %
    
    
    3.29
    %
    
    
    3.42
    %
    
    
    1.81
    %
 (1)
    
    Non-accrual status denotes any loan where the delinquency exceeds 90 days past due and in the
opinion of management the collection of additional interest is doubtful. Payments received on a
non-accrual loan are either applied to the outstanding principal balance or recorded as interest
income, depending on assessment of the ability to collect on the loan(2)
    
    This category represent loans that are 90 days or more past maturity that are current with
respect to principal and interest payments.(3)
    
    Other non-performing assets generally represent property acquired by the Bank in settlement
of loans (i.e., through foreclosure, repossession or as an in-substance foreclosure). These
assets are recorded at the lower of their fair value or the cost to acquire.(4)
    
    Total non-performing assets consist of non-accrual loans, accruing loans 90 days or more past
due and property acquired in settlement of loans.  34




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##### Table of Contents



Subprime Loans
  
    
    Low initial payments based on a fixed introductory rate that expires after a
short period and then adjusts to a variable index rate plus a margin for the
remaining term of the loan;
    
    Very high or no limits on how much the payment amount or the interest rate
may increase (payment or rate caps) on reset dates;
    
    Limited or no documentation of borrowers income;
    
    Product features likely to result in frequent refinancing to maintain an
affordable monthly payment; and/or
    
    Substantial prepayment penalties and/or prepayment penalties that extend
beyond the initial fixed interest rate period.
  
    
    Two or more 30-day delinquencies in the last 12 months, or one or more 60-day
delinquencies in the last 24 months;
    
    Judgment, foreclosure, repossession, or charge-off in the prior 24 months;
    
    Bankruptcy in the last 5 years;
    
    Relatively high default probability as evidenced by, for example, a credit
bureau risk score (FICO) of 660 or below (depending on the product/collateral),
or other bureau or proprietary scores with an equivalent default probability
likelihood; and/or
    
    Debt service-to-income ratio of 50% or greater, or otherwise limited ability
to cover family living expenses after deducting total monthly debt-service
requirements from monthly income.
  Non-Interest Income
   Non-Interest Expense
   35




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##### Table of Contents



Income Tax Benefit
   
 ITEM 3. Quantitative and Qualitative Disclosure about Market Risk
  
 ITEM 4. Controls and Procedures
       36




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  Any future FDIC special assessments or increases in insurance premiums will adversely impact the
Companys earnings
   37




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##### Table of Contents



ITEM 2. Issuer Purchases of Equity Securities
  
 ITEM 3. Defaults Upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
   For
    
    
    Against
    
    
    AbstainElection of Directors:Dr. Samuel J. Daniel
    
    
    1,784,730
    
    
    
    
    
    
    
    305,079Robert Holland, Jr.
    
    
    1,784,730
    
    
    
    
    
    
    
    305,079Robert R. Tarter
    
    
    1,784,730
    
    
    
    
    
    
    
    305,079Ratification of Appointment
of Independent Registered
Accounting Firm
    
    
    2,058,100
    
    
    
    29,062
    
    
    
    2,647Advisory Vote to Approve
Executive Compensation
    
    
    1,786,119
    
    
    
    285,694
    
    
    
    17,995
 
 ITEM 5. Other Information
  
 ITEM 6. Exhibits
  Exhibit 11.
    
    Computation of Earnings Per Share.Exhibit 31.1
    
    Certification of Chief Executive Officer.Exhibit 31.2
    
    Certification of Chief Accounting Officer.Exhibit 32.1
    
    Certification of Chief Executive Officer furnished pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.Exhibit 32.2
    
    Certification of Chief Accounting Officer furnished pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
  38




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##### Table of Contents



SIGNATURES
  CARVER BANCORP, INC.Date: February 16, 2010
    /s/ Deborah C.  WrightDeborah C.  WrightChairman and Chief Executive Officer
(Principal Executive Officer)Date: February 16, 2010
    /s/ Chris A. McFaddenChris A. McFaddenExecutive Vice President & Chief Financial Officer
(Principal Accounting Officer)  39