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 JUNE 30, 1996 OR [ ] 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: 000-21628 HAVEN BANCORP INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 11-315380 (I.R.S. Employer Identification No.) 93-22 JAMAICA AVENUE, WOODHAVEN, NEW YORK 11421 (Address of principal executive offices) (Zip Code) (718) 847-7041 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) 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 90 days. X Yes No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. There were 4,320,760 shares of the Registrant's common stock outstanding as of August 9, 1996. HAVEN BANCORP, INC. FORM 10-Q INDEX PART I - FINANCIAL INFORMATION PAGE Item 1. Financial Statements (Unaudited) Consolidated Statements of Financial Condition as of June 30, 1996 and December 31, 1995 3 Consolidated Statements of Operations for the Three Months and Six Months ended June 30, 1996 and 1995 4 Consolidated Statement of Changes in Stockholders' Equity for the Six Months ended June 30, 1996 and 1995 5 Consolidated Statements of Cash Flows for the Six months ended June 30, 1996 and 1995 6 Notes to Consolidated Financial Statements 7-13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13-34 PART II - OTHER INFORMATION Item 1. Legal Proceedings 34-35 Item 2. Changes in Securities 35 Item 3. Defaults Upon Senior Securities 35 Item 4. Submission of Matters to a Vote of Security Holders 35 Item 5. Other Information 35 Item 6. Exhibits and Reports on Form 8-K 35 Signature Page 2 HAVEN BANCORP, INC. Consolidated Statements of Financial Condition (Dollars in thousands, except for share data) (Unaudited) June 30, December 31, 1996 1995 -------- ------------ ASSETS Cash and due from banks $ 26,775 $ 29,790 Money market investments 8,316 9,064 Securities available for sale (note 2) 496,891 503,058 Loans held for sale 11,135 11,412 Debt securities held to maturity (estimated fair value of $96,488 and $126,811 in 1996 and 1995, respectively) (note 2) 98,290 127,796 Federal Home Loan Bank of NY stock, at cost 8,890 8,138 Mortgage-backed securities held to maturity (estimated fair value of $199,751 and $189,551 in 1996 and 1995, respectively) (note 2) 205,114 190,714 Loans: First mortgage loans 622,988 519,804 Cooperative apartment loans 9,557 10,187 Other loans 35,228 38,967 --------- --------- Total loans 667,773 568,958 Less allowance for loan losses (9,939) (8,573) --------- --------- Loans, net 657,834 560,385 Premises and equipment, net 7,831 7,590 Accrued interest receivable 12,140 10,736 Real estate owned, net 2,347 2,033 Other assets 14,712 12,100 --------- --------- Total assets $1,550,275 $1,472,816 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits 1,121,466 1,083,446 Borrowed funds 309,601 270,583 Mortgagors' escrow balances 3,925 3,227 Due to broker 5,793 5,000 Other liabilities 15,422 12,041 --------- --------- Total liabilities 1,456,207 1,374,297 --------- --------- Stockholders' Equity: Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued - - Common stock, $.01 par value, 10,500,000 shares authorized, 4,959,375 issued; 4,320,060 and 4,511,457 shares outstanding in 1996 and 1995, respectively 50 50 Additional paid-in capital 48,088 47,331 Retained earnings, substantially restricted 62,793 57,919 Unrealized (loss) gain on securities available for sale, net of tax effect (2,573) 2,083 Treasury stock, at cost (639,315 and 447,918 shares in 1996 and 1995, respectively) (11,114) (6,023) Unallocated common stock held by Bank's ESOP (2,024) (2,197) Unearned common stock held by Bank's Recognition Plans and Trusts (406) (644) Unearned Compensation (note 5) (746) - --------- --------- Total stockholders' equity 94,068 98,519 --------- --------- Total liabilities and stockholders' equity $1,550,275 $1,472,816 ========= ========= See accompanying notes to consolidated financial statements. 3 HAVEN BANCORP, INC. Consolidated Statements of Operations (Dollars in thousands, except per share data) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ------------------ ------------------ 1996 1995 1996 1995 ---- ---- ---- ---- Interest income: Mortgage loans $12,566 $10,252 $23,955 $20,065 Other loans 921 1,074 1,897 2,127 Mortgage-backed securities 9,884 8,754 20,042 16,944 Money market investments 44 96 99 189 Debt and equity securities 3,598 3,092 6,925 5,787 ------ ------ ------ ------ Total interest income 27,013 23,268 52,918 45,112 ------ ------ ------ ------ Interest expense: Deposits: Passbook accounts 2,351 2,553 4,685 5,238 NOW accounts 248 228 457 416 Money market accounts 479 316 935 481 Certificate accounts 8,008 7,337 15,713 13,887 Borrowings 3,915 2,764 7,777 5,097 ------ ------ ------ ------ Total interest expense 15,001 13,198 29,567 25,119 ------ ------ ------ ------ Net interest income before provision for loan losses 12,012 10,070 23,351 19,993 Provision for loan losses 1,125 700 1,775 1,300 ------ ------ ------ ------ Net interest income after provision for loan losses 10,887 9,370 21,576 18,693 ------ ------ ------ ------ Non-interest income: Loan fees and servicing income 900 284 1,224 621 Savings/checking fees 801 695 1,573 1,361 Net (loss) gain on sales of interest-earning assets (45) - 99 - Insurance annuity and mutual fund fees 800 557 1,492 1,084 Other 328 363 549 699 ------ ------ ------ ------ Total non-interest income 2,784 1,899 4,937 3,765 ------ ------ ------ ------ Non-interest expense: Compensation and benefits 3,935 3,632 7,674 7,131 Occupancy and equipment 896 823 1,758 1,662 Real estate owned operations, net 234 295 304 834 Federal deposit insurance premiums 619 647 1,236 1,298 Other 2,331 2,354 4,488 4,494 ------ ------ ------ ------ Total non-interest expense 8,015 7,751 15,460 15,419 ------ ------ ------ ------ Income before income tax expense 5,656 3,518 11,053 7,039 Income tax expense 2,630 1,670 5,169 3,345 ------ ------ ------ ------ Net income $3,026 $1,848 $5,884 $3,694 ====== ====== ====== ====== Net income per common share: Primary $ 0.69 $ 0.41 $ 1.33 $ 0.82 ====== ====== ====== ====== Fully diluted $ 0.69 $ 0.41 $ 1.32 $ 0.82 ====== ====== ====== ====== See accompanying notes to consolidated financial statements. 4 HAVEN BANCORP, INC. Consolidated Statements of Changes in Stockholders' Equity Six months ended June 30, 1996 and 1995 (Unaudited) Unrealized Gain (Loss) Unallocated Unearned Additional on Securities Common Common Common Paid-In Retained Available Treasury Stock Held Stock Held Unearned Stock Capital Earnings for Sale Stock by ESOP by RRP Compensation Total ------ ---------- -------- ------------- -------- ----------- ---------- ------------ ----- (In thousands) Balance at December 31, 1995 $ 50 47,331 57,919 2,083 (6,023) (2,197) (644) - 98,519 Net income for the six months ended June 30, 1996 - - 5,884 - - - - - 5,884 Dividends declared (note 4) - - (998) - - - - - (998) Purchase of treasury stock (225,537 shares) - - - - (5,516) - - - (5,516) Stock options exercised, net of tax effect (4,175 shares) - 82 (12) - 54 - - - 124 Treasury stock issued for deferred compensation plans (29,965 shares) (note 5) - 411 - - 371 - - (782) - Change in unrealized gain (loss) on securities available for sale, net of tax effect - - - (4,656) - - - - (4,656) Allocation of ESOP stock and amortization of award of RRP stock, net of tax effect - 284 - - - 173 238 - 695 Amortization of deferred compensation plan - (20) - - - - - 36 16 ---- ------ ------ ------ ------ ------ ----- ----- ------ Balance at June 30, 1996 50 48,088 62,793 (2,573) (11,114) (2,024) (406) (746) 94,068 ==== ====== ====== ====== ====== ====== ===== ===== ====== Balance at December 31, 1994 50 46,495 50,331 (1,880) (5,093) (2,725) (943) - 86,235 Net income for the six months ended June 30, 1995 - - 3,694 - - - - - 3,694 Purchase of treasury stock (35,000 shares) - - - - (635) - - - (635) Reissued Treasury Stock contributed to RRP (9,918 shares) - 49 - - 119 - (168) - - Stock options exercised (18,316 shares) - - (37) - 220 - - - 183 Change in unrealized gain (loss) on securities available for sale, net of tax effect - - - 1,657 - - - - 1,657 Allocation of ESOP stock and amortization of award of RRP stock - 210 - - - 294 231 - 735 ---- ------ ------ ------ ------ ------ ----- ----- ------ Balance at June 30, 1995 50 46,754 53,988 (223) (5,389) (2,431) (880) - 91,869 ==== ====== ====== ====== ====== ====== ===== ===== ====== See accompanying notes to consolidated financial statements. 5 HAVEN BANCORP, INC. Consolidated Statements of Cash Flows (Dollars in thousands) (Unaudited) Six months ended June 30, ------------------ 1996 1995 ---- ---- Net cash flows from operating activities: Net income $ 5,884 $ 3,694 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Amortization of cost of stock benefit plans 711 735 Amortization of net deferred loan origination fees 66 (40) Premiums and discounts on loans, mortgage-backed and debt securities 32 337 Provision for loan losses 1,775 1,300 Provision for losses on real estate owned 125 500 Deferred income taxes (5,319) 3,273 Net gain on sales of interest-earning assets (99) - Depreciation and amortization 489 480 Increase in accrued interest receivable (1,404) (1,518) Increase (decrease) in due to broker 793 (30,800) Increase (decrease) in other liabilities 3,381 (1,206) Increase (decrease) in other assets 2,707 (3,601) ------ ------ Net cash provided by (used in) operating activities 9,141 (26,846) ------ ------ Cash flows from investing activities: Net increase in loans (98,913) (11,451) Proceeds from disposition of assets (including REO) 1,800 5,629 Purchases of securities available for sale (218,819) (9,858) Principal repayments and maturities on securities available for sale 49,219 945 Proceeds from sales of securities available for sale 166,317 - Purchases of debt securities held to maturity (7,741) (53,130) Principal repayments, maturities and calls on debt securities held to maturity 36,511 18,700 Purchases of mortgage-backed securities held to maturity (31,124) (127,642) Principal repayments on mortgage-backed securities held to maturity 17,852 27,102 Net decrease in premises and equipment 730 125 ------ ------- Net cash used in investing activities (84,168) (149,580) ------ ------- Cash flows from financing activities: Net increase in deposits 38,020 41,844 Net increase in borrowed funds 39,018 134,722 Increase (decrease) in mortgagors' escrow balances 698 (215) Purchase of treasury stock (5,516) (635) Payment of common stock dividends (998) - Stock options exercised 42 183 ------ ------- Net cash provided by financing activities 71,264 175,899 ------ ------- Net decrease in cash and cash equivalents (3,763) (527) Cash and cash equivalents at beginning of period 38,854 30,472 ------ ------- Cash and cash equivalents at end of period $35,091 $ 29,945 ====== ======= Supplemental information: Cash paid during the period for: Interest $28,511 $24,201 Additions to real estate owned 2,275 2,655 Securities purchased, not yet received 5,793 - ====== ====== See accompanying notes to consolidated financial statements. 6 HAVEN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1996 and 1995 (Unaudited) NOTE 1 - BASIS OF PRESENTATION. The accompanying unaudited consolidated financial statements include the accounts of Haven Bancorp, Inc. ("Haven Bancorp" or the "Company") and its wholly- owned subsidiary, Columbia Federal Savings Bank ("Columbia Federal" or the "Bank") and subsidiaries, as of June 30, 1996 and December 31, 1995 and for the three-month and six-month periods ended June 30, 1996 and 1995, respectively. Material intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management all necessary adjustments, consisting only of normal recurring accruals necessary for a fair presentation have been included. The results of operations for the three-month and six-month periods ended June 30, 1996 are not necessarily indicative of the results that may be expected for the entire fiscal year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report to Stockholders for the fiscal year ended December 31, 1995. NOTE 2 - DEBT, EQUITY AND MORTGAGE-BACKED SECURITIES ("MBSs"). Under Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities ("SFAS No. 115"), debt securities and MBSs which the Company has the ability and the intent to hold until maturity, are carried at cost adjusted for amortization of premiums and accretion of discounts. Debt and equity securities and MBSs to be held for indefinite periods of time and not intended to be held to maturity or on a long-term basis are classified as available for sale securities which are recorded at fair value, with unrealized gains (losses) reported as a separate component of stockholders' equity, net of taxes. In November, 1995, the Financial Accounting Standards Board ("FASB") issued an implementation guide for SFAS No. 115. The implementation guide provided guidance in the form of a question and answer format and allowed an opportunity from mid-November 1995 7 to December 31, 1995 for companies to reclassify securities in the held to maturity portfolio to securities in the available for sale portfolio without tainting the remainder of the portfolio. In connection with the implementation guide for SFAS No. 115, the Company reclassified $41.9 million of debt securities and $405.3 million of MBSs previously classified as held to maturity to securities available for sale. SECURITIES AVAILABLE FOR SALE The amortized cost and estimated fair values of securities available for sale at June 30, 1996 are summarized as follows: Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------- ---------- ---------- --------- (In thousands) Debt and equity securities available for sale: U.S. Government and Agency obligations $ 90,164 - (4,654) 85,510 FNMA Preferred Stock 19,065 - (170) 18,895 Corporate Bonds 6,000 4 - 6,004 ------- ----- ------ ------- 115,229 4 (4,824) 110,409 ------- ----- ------ ------- MBSs available for sale: GNMA Certificates 15,765 6 (345) 15,426 FNMA Certificates 54,604 940 (206) 55,338 FHLMC Certificates 88,986 1,354 (452) 89,888 CMOs and REMICS 227,071 548 (1,789) 225,830 ------- ----- ------ ------- 386,426 2,848 (2,792) 386,482 ------- ----- ------ ------- Total $501,655 2,852 (7,616) 496,891 ======= ===== ====== ======= The net unrealized loss on securities available for sale at June 30, 1996, was reported as a separate component of stockholders' equity, in the amount of $2.6 million which is net of a tax effect of $2.2 million. DEBT SECURITIES HELD TO MATURITY The amortized cost, gross unrealized gains and losses and estimated fair values of debt securities held to maturity at June 30, 1996 are summarized as follows: Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------- ---------- ---------- --------- (In thousands) U.S. Government and Agency obligations $ 52,960 27 (1,512) 51,475 Corporate debt securities 45,330 39 (356) 45,013 ------- -- ------ ------- Total $ 98,290 66 (1,868) 96,488 ======= == ====== ======= 8 It is the Company's intent to hold these securities until maturity and therefore the Company does not expect to realize the current unrealized losses brought about by the current market environment. MORTGAGE-BACKED SECURITIES HELD TO MATURITY The amortized cost, gross unrealized gains and losses and estimated fair values of MBSs held to maturity at June 30, 1996 are summarized as follows: Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------- ---------- ---------- --------- (In thousands) FHLMC Certificates $ 39,717 188 (961) 38,944 FNMA Certificates 74,017 95 (3,020) 71,092 CMOs and REMICs 91,380 161 (1,826) 89,715 ------- ----- ------ ------- Total $205,114 444 (5,807) 199,751 ======= ===== ====== ======= It is the Company's intent to hold these securities until maturity and therefore the Company does not expect to realize the current unrealized losses brought about by the current market environment. NOTE 3 - STOCK PLANS. Changes in outstanding options for the benefit of directors, officers and other key employees of the Bank for the six months ended June 30, 1996 are as follows: Weighted Average Options Exercise Price ------- ---------------- Balance at December 31, 1995 480,463 $10.84 Granted (1) 158,735 25.65 Forfeited - - Exercised (4,175) $10.00 ------- ----- Balance at June 30, 1996 635,023 $14.55 ======= ===== Shares exercisable at June 30, 1996 382,085 $10.24 ======= ===== (1) During the second quarter, 152,850 options were granted to 9 directors and officers under the Haven Bancorp, Inc. 1996 Stock Incentive Plan. The remaining 5,885 options were granted from the 1993 Incentive Stock Option Plan. All options vest over a three year period beginning one year from the date of grant. NOTE 4 - DIVIDENDS PAYABLE. On June 13, 1996, the Company's Board of Directors approved a quarterly cash dividend of $0.15 per share, payable on July 12, 1996, to shareholders of record as of June 27, 1996. NOTE 5 - UNEARNED COMPENSATION. At the annual meeting of stockholders on April 24, 1996, the stockholders approved the Haven Bancorp, Inc. 1996 Stock Incentive Plan which provided 210,000 shares for the grant of options and restricted stock awards. On April 24, 1996, 1,976 shares were granted to directors which vest six months from the date of grant and 27,989 shares were granted to officers and employees on May 23, 1996, which vest over a three year period beginning one year from the date of grant. Such shares were recorded as unearned compensation at their fair value on the date of award, to be amortized to expense over the vesting period. NOTE 6 - CONTINGENCIES. On February 6, 1995, Nationar, the entity that provided check collection services for the Bank was seized by the Superintendent of Banks of the State of New York ("Superintendent"). Checks in process of collection for the Bank totalling $8.9 million were held by Nationar at the time it was seized. In April 1995, $3.9 million of these funds were remitted to the Bank. During the third quarter of 1995, the Bank filed Proofs of Claim totalling $5.0 million in the aggregate. However, there was a reasonable likelihood that the Bank would not recover all of the amounts owed by Nationar. Accordingly, management established a reserve for potential losses associated with the Nationar deposits. During the year ended December 31, 1995, the Bank recorded $430,000 related to the ultimate recovery of amounts owed by Nationar. On June 27, 1996, the Bank received a partial payment of it's claim against Nationar totalling $4,987,000, at which time $389,000 of the reserve previously established against this claim was taken into income. The Bank could receive further payment on the outstanding balance of its claims, but the exact timing and amount of such further payments, if any, are unknown at this time. NOTE 7 - RECENT ACCOUNTING/REGULATORY PRONOUNCEMENTS. In March, 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121 requires that long-lived assets such as plant and equipment and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The statement requires that long-lived assets and certain identifiable intangibles to be disposed of be reported 10 at the lower of carrying amount or fair value less cost to sell. SFAS No. 121 was adopted by the Company on January 1, 1996 and did not have a material effect on the Company's financial statements. In May, 1995, the FASB issued SFAS No. 122, "Accounting for Mortgage Servicing Rights". This Statement amends SFAS No. 65, "Accounting for Certain Mortgage Banking Activities," to require that a mortgage banking enterprise recognize as separate assets rights to service mortgage loans for others, however acquired. A mortgage banking enterprise that acquires mortgage servicing rights through either the purchase or origination of mortgage loans and sells or securitizes those loans with servicing rights retained should allocate the total cost of the mortgage loans to the mortgage servicing rights and the loans (without the mortgage servicing rights) based on their relative fair values. This statement requires that a mortgage banking enterprise assess its capitalized mortgage servicing rights for impairment based on the fair value of those rights. Impairment should be recognized through a valuation allowance. SFAS No. 122 was adopted by the Company on January 1, 1996 and did not have a material effect on the Company's financial statements. In October, 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS No. 123 applies to all transactions in which an entity acquires goods or services by issuing equity instruments or by incurring liabilities where the payment amounts are based on the entity's common stock price, except for employee stock ownership plans. SFAS No. 123 covers transactions with employees and non-employees. SFAS No. 123 established a new method of accounting for stock-based compensation arrangements with employees. The new method is a fair value based method rather than the intrinsic value based method that is contained in APB Opinion 25 ("Opinion 25"). However, SFAS No. 123 does not require an entity to adopt the new fair value based method for purposes of preparing its basic financial statements. Entities are allowed (1) to continue to use the Opinion 25 method or (2) to adopt the SFAS No. 123 fair value based method. SFAS No. 123 fair value based method is considered by the FASB to be preferable to the Opinion 25 method, and thus, once the fair value based method is adopted, an entity cannot change back to the Opinion 25 method. Also, the selected method applies to all of an entity's compensation plans and transactions. For entities not adopting SFAS No. 123 fair value based method, SFAS No. 123 requires the entity to display in the footnotes to the financial statements pro forma net income and earnings per share information as if the fair value based method had been adopted. Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. 11 The accounting requirements of SFAS No. 123 are effective for transactions entered into in fiscal years that begin after December 15, 1995, though they may be adopted on issuance. The disclosure requirements are effective for financial statements for fiscal years beginning after December 15, 1995, or for an earlier fiscal year for which SFAS No. 123 is initially adopted for recognizing compensation cost. Pro forma disclosures required for entities that elect to continue to measure compensation cost using the Opinion 25 method must include the effects of all awards granted in fiscal years that begin after December 15, 1994. Pro forma disclo- sures for awards granted in the first fiscal year beginning after December 15, 1994, need not be included in the financial statements for that fiscal year, but should be presented subsequently whenever financial statements for that fiscal year are presented for comparative purposes with financial statements for a later fiscal year. The Company will continue to apply the Opinion No. 25 method in preparing its consolidated financial statements and will provide the pro forma disclosures required by SFAS No. 123. In June, 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" which establishes accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities based on the consistent application of the financial-components approach. This approach requires the recognition of financial assets and servicing assets that are controlled by the reporting entity, the derecognition of financial assets when control is surrendered, and the derecognition of liabilities when they are extinguished. Specific criteria are established for determining when control has been surrendered in the transfer of financial assets. Liabilities and derivatives incurred or obtained by transferors in conjunction with the transfer of financial assets are required to be measured at fair value, if practicable. Servicing assets and other retained interests in transferred assets are required to be measured by allocating the previous carrying amount between the assets sold, if any, and the interest that is retained, if any, based on the relative fair values of the assets at the date of the transfer. Servicing assets retained are subsequently subject to amortization and assessment for impairment. SFAS No. 125 provides implementation guidance for: assessing isolation of transferred assets; accounting for transfers of partial interests; servicing of financial assets; securitizations; transfers of sales-type and direct financing lease receivables; securities lending transactions; repurchase agreements (including "dollar rolls" and "wash sales"); loan syndications and participations; risk participations in banker's acceptances; factoring arrangements; transfers of receivables with recourse; extinguishment of liabilities. 12 SFAS No. 125 is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996. It is to be applied prospectively; earlier or retroactive application is not permitted. SFAS No. 125 when adopted is not expected to have a material effect on the Company's financial statements. NOTE 8 - NET INCOME PER SHARE OF COMMON STOCK. Primary and fully diluted net income per share were determined by dividing net income by the weighted average number of shares outstanding. There were 4,381,284 primary shares outstanding and 4,408,603 fully diluted shares outstanding for the three months ended June 30, 1996. There were 4,418,538 primary shares outstanding and 4,466,143 fully diluted shares outstanding for the six months ended June 30, 1996. The weighted average number of shares outstanding does not include 202,411 shares which are unallocated by the Employee Stock Ownership Plan ("ESOP") as of June 30, 1996 in accordance with American Institute of CPAs ("AICPA") Statement of Position ("SOP") 93-6, "Employers' Accounting for ESOPs". Stock options are regarded as common stock equivalents and are considered in both primary earnings per share and fully diluted earnings per share using the treasury stock method. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Haven Bancorp, Inc. ("Haven Bancorp" or the "Company") is the holding company for Columbia Federal Savings Bank ("Columbia" or the "Bank"), a federally chartered stock savings bank. Columbia converted from a mutual to a stock savings bank on September 23, 1993 in conjunction with the issuance of the Bank's capital stock to Haven Bancorp. Haven Bancorp's business currently consists of the business of the Bank. The Bank's principal business has been and continues to be attracting retail deposits from the general public and investing those deposits, together with funds generated from operations primarily in one-to four-family, owner occupied residential mortgage loans. In addition, in times of low loan demand, the Bank will invest in debt, equity and MBSs to supplement its lending portfolio. The Bank also invests, to a lesser extent, in multi- family residential mortgage loans, commercial real estate loans, equity lines of credit and other marketable securities. The Bank's results of operations are dependent primarily on its net interest income, which is the difference between the interest income earned on its loan and securities portfolios and its cost of funds, which primarily consist of the interest paid on its deposits and borrowed funds. The Bank's net income also is affected by its provision for 13 loan losses as well as non-interest income and operating expenses consisting primarily of compensation and benefits, occupancy and equipment, real estate owned operations, net, federal deposit insurance premiums and other general and administrative expenses. The earnings of the Bank 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. ANALYSIS OF FINANCIAL CONDITION CHANGES FROM DECEMBER 31, 1995 TO JUNE 30, 1996 ASSETS Total assets increased by $77.5 million, or 5.3% to $1.6 billion at June 30, 1996. Securities available for sale decreased by $6.2 million, or 1.2% to $496.9 million at June 30, 1996 from $503.1 million at December 31, 1995. During the six month period ended June 30, 1996, the Bank purchased $108.6 million of MBSs, $85.1 million of government agency securities, $19.1 million in FNMA Preferred Stock and $6.0 million of corporate bond securities. These purchases for the available for sale portfolio were offset by sales and principal repayments of $166.3 million and $49.2 million, respectively. The purchases and sales during the first six months of 1996 in the available for sale portfolio were done to improve the net interest margin by swapping lower yielding securities for higher yielding securities while minimizing interest rate risk. During the second quarter of 1996, $36.9 million of MBSs were sold in the available for sale portfolio with an average yield of 6.27% and replaced with $45.6 million of MBSs yielding approximately 7.36%. Debt securities held to maturity declined by $29.5 million, or 23.1% to $98.3 million at June 30, 1996 from $127.8 million at December 31, 1995 mainly due to principal repayments and calls totalling $36.5 million which were partially offset by purchases totalling $7.0 million. MBSs held to maturity increased by $14.4 million, or 7.6% to $205.1 million at June 30, 1996 from $190.7 million at December 31, 1995. During the second quarter of 1996, the Bank purchased $21.1 million of MBSs for the held to maturity portfolio which were offset by principal repayments totaling $11.4 million. Net loans increased by $97.4 million, or 17.4% to $657.8 million at June 30, 1996 from $560.4 million at December 31, 1995. Loan originations during the six month period ended June 30, 1996 totaled $147.4 million (comprised of $109.7 million of residential one-to four-family mortgage loans, $3.6 million of equity loans and lines of credit, $1.5 million of construction advances, and $32.6 million of commercial real estate and multi-family loans. Originations for residential one-to four-family mortgage loans 14 included purchases of $55.4 million of residential loans in the secondary market. The purchase of loans in the secondary market was done to enhance the Bank's internal loan origination volume. Multi-family, commercial real estate and construction and land lending are generally believed to involve a higher degree of credit risk than one-to four-family lending because such loans typically involve higher principal amounts and the repayment of such loans generally is dependent on income produced by the property sufficient to cover operating expenses and debt service. Economic events that are outside the control of the borrower or lender could adversely impact the value of the security for the loan or the future cash flows from the borrower's property. In recognition of these risks, the Bank has instituted more stringent underwriting criteria for all of its loans and originates multi-family, commercial real estate and construction and land loans only on a selective basis. During the second quarter of 1996, principal repayments totalled $28.7 million, $1.2 million was transferred to REO and $93,000 of loans were sold in the secondary market. During the first quarter of 1996, loan originations totalled $36.0 million, principal repayments totalled $16.9 million, $1.0 million was transferred to REO and $679,000 of loans were sold in the secondary market. REO, net increased by $314,000, or 15.4% to $2.3 million (net of a $120,000 reserve) at June 30, 1996 from $2.0 million (net of a $178,000 reserve) at December 31, 1995. During the second quarter, the Bank acquired $1.2 million of REO properties, sold $371,000 of REO, and recorded write-downs to fair value of $265,000 on various properties. During the first quarter, the Bank acquired $1.0 million of REO, sold $657,000 of REO and recorded write-downs to fair value of $726,000 on various properties. (See discussion of non-performing assets on pages 17-18). Included in other assets at June 30, 1996 was $9.5 million of net deferred tax assets compared to $4.1 million at December 31, 1995. The increase was primarily due to $4.1 million which represents the tax effect of the increase of $8.8 million in the unrealized loss on securities available for sale from December 31, 1995 to June 30, 1996. The remainder of the increase was primarily due to a net increase of $1.4 million in the allowance for loan losses. Management believes that the Company will generate future taxable income sufficient to utilize the deferred tax asset over time. 15 LIABILITIES Deposits increased by $38.0 million between December 31, 1995 and June 30, 1996 primarily due to an increase in certificates of deposit outstanding of $47.0 million for the six-month period. The Bank's strategy has been to attract deposits from short to medium term certificates of deposit (up to 24 months) as a lower cost alternative to borrowed funds to fund loan originations. In May, 1996, the Bank opened its first supermarket branch in an Edwards Super Store located in Medford, Long Island. This branch had $1.6 million in deposits at June 30, 1996. The Bank is pursuing opportunities to open additional supermarket branches in the future. Borrowed funds increased by $39.0 million, or 14.4% to $309.6 million from $270.6 million at December 31, 1995 primarily for the funding of residential mortgage loans purchased on the secondary market. During the quarter ended June 30, 1996, the Bank purchased $51.4 million of residential mortgages in the secondary market. Due to brokers totalling $5.8 million includes amounts due at quarter end on securities purchased, not yet delivered. STOCKHOLDERS' EQUITY Haven Bancorp's stockholders' equity decreased to $94.1 million at June 30, 1996 from $98.5 million at December 31, 1995. Net income of $5.9 million for the six-month period was offset by the purchase of 225,537 shares of treasury stock for $5.5 million. In addition, there was a decline of $4.7 million in the unrealized gain on securities available for sale, net of tax effect, and the Company declared dividends of $998,000 for the first half of 1996. The allocation of ESOP stock due to the reduction of the Bank's ESOP debt and the amortization of awards of shares of stock by the Bank's RRPs, together with related tax benefits, increased stockholders' equity by $695,000. Finally, during the second quarter, the Company awarded 29,965 shares of restricted stock from the Haven Bancorp 1996 Stock Incentive Plan. See Note 5 to Notes to Consolidated Financial Statements. 16 NON-PERFORMING ASSETS The following table sets forth information regarding all non- accrual loans (which consist of loans 90 days or more past due and restructured loans that have not yet performed in accordance with their modified terms for the required six-month seasoning period), restructured loans and real estate owned. June 30, December 31, 1996 1995 -------- ------------ Non-accrual loans One-to four-family $ 3,715 3,800 Cooperative 408 871 Multi-family 1,151 967 Non-residential and other 4,438 4,167 ------ ------ Total non-accrual loans 9,712 9,805 ------ ------ Restructured loans One-to four-family 972 853 Cooperative 490 494 Multi-family 2,344 3,602 Non-residential and other - 2,123 ------ ------ Total restructured loans 3,806 7,072 ------ ------ Total non-performing loans 13,518 16,877 ------ ------ REO, net One-to four-family 1,142 1,148 Cooperative 644 723 Multi-family 524 156 Non-residential and other 157 184 ------ ------ Total REO 2,467 2,211 Less allowance for REO (120) (178) ------ ------ REO, net 2,347 2,033 ------ ------ Total non-performing assets $15,865 18,910 ====== ====== Non-performing loans to total loans 2.02% 2.97% Non-performing assets to total assets 1.02 1.28 Non-performing loans to total assets 0.87 1.15 17 The $3.0 decrease in non-performing assets is due to a decrease of $3.3 million in restructured loans partially offset by a $314,000 increase in REO, net. The decrease in restructured loans was due to the satisfaction of one loan for $1.6 million and the transfer of several other loans to performing status. The ratio of non- performing loans to total loans decreased primarily due to the decrease of $3.4 million in non-performing loans during the six months which was attributable to the satisfaction of a loan for $1.6 million and the reclassification of several other loans to performing status. In addition, total loans increased $98.8 million during the six-month period. The decreases in the ratios of non-performing assets to total assets and non-performing loans to total assets were due to the aforementioned reduction in restructured loans and an increase of $77.5 million in total assets during the six-month period. The Bank maintains an allowance for loan losses and an allowance for REO, which it believes are adequate for potential losses at each period end. Management's judgment as to potential losses is based on its review of the loan and REO portfolios and its judgment regarding prevailing and anticipated economic conditions and a variety of other factors which have an impact on those portfolios. Although management believes that the allowances are adequate as of the period end, additional provisions may be required in the future. 18 ALLOWANCE FOR LOAN LOSSES The following table sets forth the changes in the allowance for loan losses for the six months ended June 30, 1996 and 1995: 1996 1995 ------- ------- Balance at beginning of period $ 8,573 10,847 Charge-offs: Residential (497) (225) Cooperative (315) (1,465) Multi-family (30) (491) Non-residential and other (288) (784) ------ ------ Total charge-offs (1,130) (2,965) ------ ------ Recoveries 721 249 ------ ------ Net charge-offs (409) (2,716) Provision for loan losses 1,775 1,300 ------ ------ Balance at end of period $ 9,939 9,431 ====== ====== Ratio of net charge-offs during the period to average loans outstanding during the period 0.13% 1.05% Ratio of allowance for loan losses to total loans at the end of the period 1.49 1.80 Ratio of allowance for loan losses to non- performing loans at the end of the period 73.52 40.56 The ratio of net charge-offs during the first six months of 1996 to average loans outstanding decreased compared to the same period in 1995 due to the decrease in charge-offs as a result of the decrease in non-performing loans between the periods and an increase of $95.5 million in average loans outstanding. The ratio of allowance for loan losses to total loans also decreased due to the increase in average loans outstanding as previously mentioned. The ratio of allowance for loan losses to non-performing loans increased between the periods due to the decrease in non-performing loans. The Bank's allowance for loan losses was $9.9 million and $9.4 million at June 30, 1996 and 1995, respectively, while non-performing loans totalled $13.5 million and $23.3 million, respectively, at those dates. 19 ALLOWANCE FOR REAL ESTATE OWNED Activity in the allowance for REO for the six months ended June 30, 1996 and 1995 are as follows: 1996 1995 ------- ------- Balance at beginning of period $ 178 717 Provision charged to operations 125 500 Charge-offs (183) (931) ------ ------ Balance at end of period $ 120 286 ====== ====== ASSET/LIABILITY MANAGEMENT The Company closely monitors its interest rate risk as such risk relates to its operational strategies. The Asset/Liability Committee is responsible for reviewing the Company's asset/liability policies and interest rate risk position, and generally meets weekly and reports to the Board of Directors on interest rate risk and trends on a quarterly basis. In order to reduce its sensitivity to interest rate risk, the Company's current strategy includes emphasizing the origination or purchase for portfolio of adjustable-rate loans, debt securities and MBSs and maintaining a securities available for sale portfolio. The Company invests in MBSs and debt and equity securities and utilizes such investments to complement its mortgage lending activities and supplement such activities at times of low mortgage loan demand. While MBSs carry a reduced credit risk as compared to whole loans, such securities remain subject to the risk that a fluctuating interest rate environment, along with other factors such as geographic distribution of the underlying mortgage loans, may alter the prepayment rate of such mortgage loans and so affect both the prepayment speed, and value of such securities. The Company has attempted to reduce its exposure to interest rate risk through the origination of ARM loans and the purchase of adjustable-rate securities which are expected to help protect net interest margins during periods of rising interest rates. During the first half of 1996, the Bank sold a large portion of its available for sale portfolio, most of which were fixed rate securities, to improve yield with purchases of fixed rate securities bearing higher yields and shorter duration. The Bank purchased fixed rate debt securities and MBSs during the period to take advantage of higher yields versus rates offered on adjustable 20 rate securities. At June 30, 1996, $248.9 million, or 42.1% of the Company's MBSs portfolio were adjustable-rate MBSs. In addition, $56.3 million or 27.0% of the Company's debt securities portfolio were floating rate securities. The adjustable portion of the MBS portfolio is allocated as follows: $238.3 million is in the available for sale portfolio, whereas, $10.6 million is in the held to maturity portfolio. The Company's adjustable debt securities are allocated as follows: $50.3 million is in the held to maturity portfolio, whereas, $6.0 million is in the available for sale portfolio. Historically, the Company has been able to maintain a substantial level of core deposits (comprised of passbook, money market, NOW and demand accounts) which the Company believes helps to limit interest rate risk by providing a relatively stable, low cost, long-term funding base. At June 30, 1996 core deposits represented 48.7% of deposits compared to 50.8% of deposits at December 31, 1995. During the first six months of 1996, passbook accounts decreased by $704,000, net of interest, whereas, certificates of deposit increased by $47.0 million, net of interest. The Bank's strategy during 1995 and 1996 has been to emphasize 12 and 18 month certificates of deposit in order to retain a portion of customer withdrawals from passbook accounts as customers sought higher yielding investment opportunities when rates started to rise again during February and as a less expensive alternative to borrowed funds. During the first six months of 1996 the cost of certificate accounts was 5.65% compared to 5.87% for borrowed funds. The amount of certificate accounts outstanding at June 30, 1996 was $580.0 million compared to $533.0 million at December 31, 1995. LIQUIDITY AND CAPITAL The Bank is required to maintain minimum levels of liquid assets as defined by the OTS regulations. This requirement, which may be varied by the OTS depending upon economic conditions and deposit flows, is based upon a percentage of withdrawable deposits and short-term borrowings. The required ratio is currently 5%. The Bank's ratio was 12.62% at June 30, 1996 compared to 10.31% at December 31, 1995. The increase in the liquidity ratio during the six-month period is due to the purchase of government agency securities, which are considered liquid assets according to the OTS guidelines, and an increase in federal funds sold. The Company's primary sources of funds are deposits, principal and interest payments on loans and MBSs, retained earnings and advances from FHLB-NY. Proceeds from the sale of securities available for sale and loans held for sale are also a source of funding, as are, to a lesser extent, the sales of annuities and securities brokerage activities conducted by the Bank's subsidiary, Columbia Investment Services, Inc. While maturities and scheduled amortization of 21 loans and MBSs are somewhat predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, competition and regulatory changes. The Company's most liquid assets are cash and short term investments. The levels of these assets are dependent on the Company's operating, financing, lending and investing activities during any given period. At June 30, 1996 and December 31, 1995, cash and short and intermediate-term investments totaled $35.1 million and $38.9 million, respectively. The Company and the Bank have other sources of liquidity which include debt securities maturing within one year, mortgage loans and MBSs available for sale. Other sources of funds include FHLB advances, which at June 30, 1996, totaled $169.7 million. If needed, the Bank may borrow an additional $200,000 from the FHLB. As of June 30, 1996, the Bank exceeded all regulatory capital requirements as detailed in the following table: Tangible Capital Core Capital Risk-Based Capital -------------------- -------------------- ----------------------- Amount Percentage(1) Amount Percentage(1) Amount Percentage(1)(3) ------ ---------- ------ ---------- ------ ---------- (Dollars in thousands) Capital for regulatory purposes $91,950 5.95% $91,950 5.95% $100,487 13.83% Minimum regulatory requirement 23,163 1.50 46,326 3.00(2) 58,135 8.00 ------ ---- ------ ---- ------- ---- Excess $68,787 4.45% $45,624 2.95% $ 42,352 5.83% ====== ==== ====== ==== ======= ==== Legislation currently before the United States Congress reportedly provides for a one-time, special assessment on all deposits insured by the Savings Association Insurance Fund ("SAIF") which has been estimated to be approximately $.80 per $100 of deposits. This one- time assessment, which is intended to recapitalize the SAIF to the required level of 1.25% of insured deposits, may be a future expense of the Bank, depending on the enactment, timing and final wording of such legislation. If the assessment is made at the proposed rate, the effect on the Bank would be a pre-tax charge of approximately $8.3 million, based on insured deposits as of March 31, 1995. It is anticipated that if the SAIF reserves are increased to the required ratio, the Bank may see a decrease in the annual deposit premium in future periods. (1) Tangible and core capital are shown as a percentage of total adjusted assets. Risk-based capital levels are shown as a percentage of risk-weighted assets. 22 (2) Although the minimum capital ratio is 3.0%, the OTS regulations provide that generally an institution with less than 4.0% core capital is undercapitalized. Failure to meet the capital requirements or to be deemed undercapitalized exposes an institution to regulatory sanctions, including limitations on asset growth. The OTS noted in the preamble to the final rulemaking for interest rate risk that its intention was to issue a proposal to lower this ratio requirement from 4.0% to 3.0%. (3) The OTS has incorporated an interest rate risk component into its regulatory capital rule. Under the rule, saving associations with "above normal" interest rate risk exposure would be subject to a deduction from total capital for purposes of calculating their risk-based capital requirements. The OTS has postponed the date that the component will first be deducted from an institution's total capital until an appeals process is developed for the measurement of an institution's interest rate risk. The Bank does not anticipate that the new rule, when implemented, will have a material effect on the Bank's risk-based capital. ANALYSIS OF CORE EARNINGS The Company's profitability is primarily dependent upon net interest income, which represents the difference between interest and fees earned on loans, MBSs and debt and equity securities, and the cost of deposits and borrowings. 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. Net income is further affected by non-interest income, non-interest expense and income taxes. The following table sets forth certain information relating to the Company's average consolidated statements of financial condition and reflect the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense annualized by the average balance of assets or liabilities, respectively, for the periods shown. Average balances were derived from average daily balances. The average balance of loans includes loans on which the Company has discontinued accruing interest. The yields and costs include fees which are considered adjustments to yields. 23 Three months ended June 30, 1996 1995 ------------------------ ------------------------ Average Average Average Yield/ Average Yield/ Balance Interest Cost Balance Interest Cost ------- -------- ------- ------- -------- ------- (Dollars in thousands) Assets: Interest-earning assets: Mortgage loans $ 606,591 $12,566 8.29% $478,377 $10,252 8.57% Other loans 36,185 921 10.18 40,551 1,074 10.59 Mortgage-backed securities 574,572 9,884 6.88 546,662 8,754 6.41 Money market investments 3,481 44 5.06 4,879 96 7.87 Debt and equity securities 225,284 3,598 6.39 181,234 3,092 6.82 --------- ------ --------- ------ Total interest-earning assets 1,446,113 27,013 7.47 1,251,703 23,268 7.44 Non-interest earning assets 63,705 ------ 67,158 ------ --------- --------- Total assets 1,509,818 1,318,861 ========= ========= Liabilities and stockholders' equity: Interest-bearing liabilities: Passbook accounts 379,023 2,351 2.48 410,978 2,553 2.48 Certificate accounts 571,749 8,008 5.60 500,633 7,337 5.86 NOW accounts 111,835 248 0.89 94,648 228 0.96 Money market accounts 58,880 479 3.25 40,437 316 3.13 Borrowed funds 271,517 3,915 5.77 164,264 2,764 6.73 --------- ------ --------- ------ Total interest-bearing liabilities 1,393,004 15,001 4.31 1,210,960 13,198 4.36 Other liabilities 22,235 ------ 16,821 ------ --------- --------- Total liabilities 1,415,239 1,227,781 Stockholders' equity 94,579 91,080 --------- --------- Total liabilities and stockholders' equity 1,509,818 1,318,861 ========= ========= Net interest income/net interest rate spread $12,012 3.16% $10,070 3.08% ====== ==== ====== ==== Net interest earning assets/net interest margin $53,109 3.32% $40,743 3.22% ====== ==== ====== ==== Ratio of interest-earning assets to interest-bearing liabilities 103.81% 103.36% ====== ====== 24 Six months ended June 30, 1996 1995 ------------------------ ------------------------ Average Average Average Yield/ Average Yield/ Balance Interest Cost Balance Interest Cost ------- -------- ------- ------- -------- ------- (Dollars in thousands) Assets: Interest-earning assets: Mortgage loans $ 573,947 $23,955 8.35% $474,954 $20,065 8.45% Other loans 37,243 1,897 10.19 40,741 2,127 10.44 Mortgage-backed securities 585,936 20,042 6.84 529,612 16,944 6.40 Money market investments 3,699 99 5.35 4,447 189 8.50 Debt and equity securities 218,854 6,925 6.33 171,328 5,787 6.76 --------- ------ --------- ------ Total interest-earning assets 1,419,679 52,918 7.45 1,221,082 45,112 7.39 Non-interest earning assets 62,428 ------ 74,906 ------ --------- --------- Total assets 1,482,107 1,295,988 ========= ========= Liabilities and stockholders' equity: Interest-bearing liabilities: Passbook accounts 377,779 4,685 2.48 423,720 5,238 2.47 Certificate accounts 556,304 15,713 5.65 484,413 13,887 5.73 NOW accounts 108,416 457 0.84 92,634 416 0.90 Money market accounts 60,284 935 3.10 33,908 481 2.84 Borrowed funds 264,853 7,777 5.87 153,644 5,097 6.63 --------- ------ --------- ------ Total interest-bearing liabilities 1,367,636 29,567 4.32 1,188,319 25,119 4.23 Other liabilities 19,854 ------ 17,100 ------ --------- --------- Total liabilities 1,387,490 1,205,419 Stockholders' equity 94,617 90,569 --------- --------- Total liabilities and stockholders' equity 1,482,107 1,295,988 ========= ========= Net interest income/net interest rate spread $23,351 3.13% $19,993 3.16% ====== ==== ====== ==== Net interest earning assets/net interest margin $52,043 3.29% $32,763 3.27% ====== ==== ====== ==== Ratio of interest-earning assets to interest-bearing liabilities 103.81% 102.76% ====== ====== COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995 GENERAL. The Company reported net income of $3.0 million for the three months ended June 30, 1996 compared to net income of $1.8 million for the three months ended June 30, 1995. The $1.2 million increase was primarily attributable to an increase of $3.7 million in interest income and an increase of $885,000 in non-interest income. These were partially offset by interest expense which increased $1.8 million, the provision for loan losses which increased $425,000, an increase of $264,000 in non-interest expense and the provision for income tax expense which increased $960,000. INTEREST INCOME. Interest income increased by $3.7 million, or 16.1% to $27.0 million for the three months ended June 30, 1996 from $23.3 million for the three months ended June 30, 1995. The 25 increase was primarily the result of a $2.3 million increase in interest income on mortgage loans, an increase of $1.1 million in interest income on MBSs, and an increase of $506,000 in interest income on debt and equity securities. These were partially offset by a decrease in interest income on other loans and money market investments of $153,000 and $52,000, respectively. Interest income on mortgage loans increased by $2.3 million, or 22.6% to $12.6 million for the three months ended June 30, 1996, from $10.3 million for the comparable three-month period in 1995 primarily as a result of an increase in average balances of mortgage loans of $128.2 million partially offset by a decrease in the average yield on mortgage loans of 28 basis points. The average yield on mortgage loans decreased to 8.29% for the three months ended June 30, 1996 from 8.57% for the comparable three- month period in 1995. The increase in average balances of mortgage loans between the periods was primarily due to mortgage originations for the second quarter of 1996 which totalled $109.4 million. The originations included the purchase of $55.4 million of residential mortgages in the secondary market. During the first quarter of 1996 and the second half of 1995, the Bank originated $34.3 million and $92.7 million, respectively, in mortgage loans partially offset by principal payments of $13.5 and $42.3 million, respectively. The mortgage loans purchased during the second quarter of 1996 were done to enhance in-house originations and provide additional production volume. Interest income on other loans decreased by $153,000, or 14.2% primarily due to a decrease of $4.4 million in average balances outstanding and a decrease of 41 basis points in average yield. During the fourth quarter of 1995, the Bank discontinued its non-real estate related consumer lending function. Interest income on MBSs increased by $1.1 million, or 12.9% to $9.9 million for the three months ended June 30, 1996 from $8.8 million for the comparable three-month period in 1995 primarily due to an increase in average balances of MBSs of $27.9 million and an increase in the average yield of 47 basis points. The increase in average balances of MBSs between the periods was primarily due to the purchase of $139.7 million of MBSs during 1996 (of which $116.4 million were fixed rate securities), which were partially offset by sales totalling $114.3 million from the available for sale portfolio. During the second quarter of 1996, the Company purchased $66.1 million of fixed rate MBSs, of which $45.6 million were for the available for sale portfolio. The emphasis on fixed rate securities was due to more favorable yield opportunities in fixed rate securities during the first half of 1996 compared to adjustable-rate securities. The Company has been actively managing its available for sale portfolio to increase yield while maintaining or reducing its interest-rate risk exposure. Interest income on debt and equity securities increased by 26 $506,000, or 16.4% to $3.6 million for the three months ended June 30, 1996 from $3.1 million for the comparable three-month period in 1995 primarily as a result of an increase in average balances of $44.1 million partially offset by a decrease in average yield of 43 basis points. The increase in average balance was primarily due to the purchase of $122.2 million of debt securities during 1996 partially offset by sales totalling $46.9 million from the available for sale portfolio. The decrease in average yield was attributable to a decrease in the two year treasury index which is used to determine the change in rate on $51.3 million of corporate bonds which adjust quarterly. During the second quarter of 1996, the Bank purchased $16.1 million of debt securities of which $15.1 million were designated as available for sale. INTEREST EXPENSE. Interest expense increased by $1.8 million, or 13.6% to $15.0 million for the three months ended June 30, 1996 from $13.2 million for the three months ended June 30, 1995. The increase was primarily the result of a $652,000 increase in interest expense on deposits and an increase of $1.2 million in interest expense on borrowings. Interest on deposits increased by $652,000, or 6.2% to $11.1 million for the three months ended June 30, 1996 from $10.4 million for the comparable three-month period in 1995. The increase in interest on deposits was primarily due to the average balance which increased $74.8 million, or 7.1% to $1.12 billion for the three months ended June 30, 1996 from $1.05 billion for the comparable three-month period in 1995. The cost of deposit decreased slightly between the periods from 3.99% in the 1995 period to 3.95% in the 1996 period. The increase in average balance was primarily due to certificate account balances which increased $71.1 million, or 14.2% to $571.7 million for the three months ended June 30, 1996 from $500.6 million for the comparable three-month period in 1995. The Bank's strategy during 1995 and the first half of 1996 has been to emphasize 12 and 18 month certificates of deposit in order to retain a portion of customer withdrawals from passbook accounts as customers sought higher yielding investment opportunities in the rising interest rate environment and as a less expensive alternative to borrowed funds when appropriate. The average cost of certificate accounts was 5.60% for the second quarter of 1996 compared to 5.86% for the comparable 1995 period due to the decrease in market interest rates particularly for 12 to 18 month certificate accounts. Interest expense on certificate accounts increased by $671,000 or 9.1% to $8.0 million for the three months ended June 30, 1996 from $7.3 million in the same period in 1995. The average balance of passbook accounts decreased by $32.0 million, or 7.8% to $379.0 million for the three months ended June 30, 1996 from $411.0 million for the second quarter of 1995. The average cost of passbook accounts remained the same at 2.48% for both periods. Interest expense on passbook accounts decreased by $202,000, or 7.9% to $2.4 million for the three months ended June 27 30, 1996 from $2.6 million in the same period in 1995 primarily due to a decrease in average balances due to customers seeking higher yielding investment opportunities including the Bank's certificate of deposit accounts. Interest on borrowed funds increased by $1.2 million, or 41.6% to $3.9 million for the three months ended June 30, 1996 from $2.8 million for the comparable three-month period in 1995. Borrowed funds on an average basis increased by $107.3 million between the periods due to the addition of short-term FHLB advances and securities sold under agreements to repurchase during 1996 to provide funding for the purchase of $55.4 million of residential mortgages in the secondary market and the purchase of debt and MBS securities. The average rate paid on borrowings decreased to 5.77% for the three months ended June 30, 1996 from 6.73% for the comparable prior-year period due to a decrease in market interest rates between the periods. NET INTEREST INCOME. Net interest income increased by $1.9 million to $12.0 million for the three months ended June 30, 1996 from $10.1 million for the three months ended June 30, 1995. The increase reflects an increase in the average yield on interest- earning assets to 7.47% from 7.44% for the three months ended June 30, 1996 and 1995, respectively. This increase was enhanced by the average cost on interest-bearing liabilities which decreased to 4.31% from 4.36% for the three months ended June 30, 1996 and 1995, respectively. The net interest spread was 3.16% for the three months ended June 30, 1996 compared to 3.08% for the comparable period in 1995. PROVISION FOR LOAN LOSSES. The Bank provided $1.1 million for loan losses for the three months ended June 30, 1996 compared to $700,000 for the comparable three-month period in 1995. The increase was due to the growth in the Bank's residential and commercial mortgage loan portfolio. NON-INTEREST INCOME. Non-interest income increased by $885,000 or 46.6% for the three months ended June 30, 1996 to $2.8 million from $1.9 million for the comparable three-month period in 1995. Loan fees and servicing income increased by $616,000 mainly due to the recovery of interest totalling $597,000 on the satisfaction of a land loan that was previously classified as a restructured loan. Insurance, annuity and mutual fund fees increased by $243,000 due to an increase in sales volume. During the quarter ended June 30, 1996, the Bank incurred a net loss of $45,000 on the sale of $36.9 million in securities which had been available for sale. Savings and checking fees increased by $106,000 due to the number of checking accounts which increased by 8,758 or 17.5% to 58,747 at June 30, 1996 from 49,989 at June 30, 1995 due to the Bank's strategy to continue to attract lower cost deposit balances. The growth in deposit accounts includes 1,119 new accounts opened at 28 the Bank's first supermarket branch located in Medford, Long Island. These were slightly offset by other income which declined $35,000 mainly due to a decrease of $34,000 in fees from corresponding Banks. NON-INTEREST EXPENSE. Non-interest expense increased by $264,000, or 3.4% for the three months ended June 30, 1996 to $8.0 million from $7.8 million for the comparable three-month period in 1995. The increase was primarily due to increases of $303,000 and $73,000, respectively, in compensation and benefits and occupancy and equipment costs. The increase in compensation and benefits expense was due to additional sales volume generated by CIS, Inc. which increased commissions paid by $112,000. The remainder of the increase in compensation and benefits was due to normal merit increases. The increase in occupancy and equipment expense was attributable to higher contract costs for the second quarter compared to the same period last year. These increases were partially offset by decreases of $61,000 and $28,000, respectively, in REO operations, net and federal deposit insurance premiums. Miscellaneous operating expenses in total were essentially unchanged from the same period last year. In connection with the June 27, 1996 receipt of a partial payment with respect to the Bank's claim against Nationar, approximately $389,000 of the reserve previously established against this claim was taken into income and is reflected as a credit to other non-interest expense. (See Note 6 of Notes to Consolidated Financial Statements.) This reduction in non-interest expense was offset by the settlement of two legal actions for $150,000 (see legal proceedings); NYCE fees which increased $115,000 due to additional processing fees paid to EDS. The EDS EFIT Division now functions as the switch for the Bank's ATM transactions, whereas in the past EDS Newtrend Division provided the software to switch these transactions. Finally, Haven incurred $95,000 in legal expenses for corporate governance and other matters. INCOME TAX EXPENSE. Income tax expense was $2.6 million for an effective tax rate of 46.5% for the three months ended June 30, 1996 compared to income tax expense of $1.7 million for an effective tax rate of 47.5% for the comparable period in 1995. COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 GENERAL. The Company reported net income of $5.9 million for the six months ended June 30, 1996 compared to net income of $3.7 million for the six months ended June 30, 1995. The $2.2 million increase was primarily attributable to an increase of $7.8 million in interest income and an increase of $1.2 million in non-interest income. These were partially offset by interest expense which increased $4.4 million, the provision for loan losses which increased $475,000 and non-interest expense which increased 29 $41,000. Finally, the provision for income tax expense increased $1.8 million due to the increase in pre-tax income. INTEREST INCOME. Interest income increased by $7.8 million, or 17.3% to $52.9 million for the six months ended June 30, 1996 from $45.1 million for the six months ended June 30, 1995. The increase was primarily the result of a $3.9 million increase in interest income on mortgage loans, an increase of $3.1 million in interest income on MBSs, and an increase of $1.1 million in interest income on debt and equity securities. These were slightly offset by a decrease in interest income on other loans and money market investments of $230,000 and $90,000, respectively. Interest income on mortgage loans increased by $3.9 million, or 19.4% to $24.0 million for the six months ended June 30, 1996 from $20.1 million for the comparable six-month period in 1995 primarily as a result of an increase in average balances of mortgage loans of $99.0 million slightly offset by a decrease in the average yield on mortgage loans of 10 basis points. The average yield on mortgage loans decreased to 8.35% for the six months ended June 30, 1996 from 8.45% for the comparable six-month period in 1995. The drop in the overall yield on the portfolio was mainly attributable to the two rate indexes used for residential and commercial loans. The average rate for the 30 year treasury bond and the 5-year treasury note declined 48 and 86 basis points, respectively, when compared to the first six months of 1995. Rates declined during the second half of 1995 and did not show any upward movement until February of 1996. The increase in average balances between the periods was due to mortgage originations of $143.8 million during 1996 which included the purchase of $55.4 million of residential mortgage loans in the secondary market. This was partially offset by principal repayments which totalled $38.3 million. Interest income on other loans decreased by $230,000, or 10.8% primarily due to a decrease of $3.5 million in average balances outstanding and a decrease of 25 basis points in average yield. During the fourth quarter of 1995, the Bank discontinued its non- real estate related consumer lending function. Interest income on MBSs increased by $3.1 million, or 18.3% to $20.0 million for the six months ended June 30, 1996 from $16.9 million for the comparable six-month period in 1995 primarily due to an increase in average balances of MBSs of $56.3 million and an increase in the average yield of 44 basis points. During 1996, the Bank purchased $139.7 million of MBSs, of which $108.6 million were for the available for sale portfolio. The Bank has been actively managing its available for sale portfolio as part of its interest rate risk strategy. The purchases for the held to maturity portfolio which totalled $31.1 million were fixed rate securities and 78.5% or $85.3 million of the amount purchased for the available for sale portfolio were fixed rate. The emphasis on 30 fixed rate securities during the six-month period was due to more favorable yields available compared to adjustable-rate securities during the same period. Interest income on debt and equity securities increased by $1.1 million, or 19.7% to $6.9 million for the six months ended June 30, 1996 from $5.8 million for the comparable six-month period in 1995 primarily as a result of an increase in average balances of $47.5 million partially offset by a decrease in average yield of 43 basis points. The decline in average yield was due to a decrease in rates during the second half of 1995. The debt and equity security portfolio includes $51.3 million of corporate bonds which adjust quarterly with rates tied to the two year treasury index which has declined 94 basis points from the same period last year. The average rate for the index for the first six months of 1996 was 5.68% compared to 6.62% for the same period last year. During the second quarter of 1996, the Bank purchased $16.1 million of debt and equity securities of which $15.1 million were designated as available for sale. During the first quarter of 1996, the Bank purchased $121.2 million of debt and equity securities of which $115.2 million were designated as available for sale. The Bank has been actively managing its available for sale portfolio as part of its interest rate risk strategy. INTEREST EXPENSE. Interest expense increased by $4.4 million, or 17.7% to $29.6 million for the six months ended June 30, 1996 from $25.1 million for the six months ended June 30, 1995. The increase was the result of a $1.8 million increase in interest expense on deposits and an increase of $2.7 million in interest expense on borrowings. Interest on deposits increased by $1.8 million, or 8.8% to $21.8 million for the six months ended June 30, 1996 from $20.0 million for the comparable six-month period in 1995. The increase in interest on deposits was primarily due to the average balance which increased $68.1 million or 6.6% to $1.10 billion for the six months ended June 30, 1996 from $1.03 billion for the comparable six-month period in 1995 and an increase of 8 basis points in the average cost of deposits between the periods. The increase in average balance was primarily due to certificate account balances which increased $71.9 million, or 14.8% to $556.3 million for the six months ended June 30, 1996 from $484.4 million for the comparable six-month period in 1995. The Bank's strategy during 1995 and the first half of 1996 has been to emphasize 12 and 18 month certificates of deposit in order to retain a portion of customer withdrawals from passbook accounts as customers sought higher yielding investment opportunities and as an alternative to borrowed funds. The average cost of certificate accounts was 5.65% for the first half of 1996 compared to 5.73% for the comparable 1995 period due to a falling interest rate environment during the second half of 1995 and the beginning of 1996. Interest expense on certificate 31 accounts increased by $1.8 million or 13.1% to $15.7 million for the six months ended June 30, 1996 from $13.9 million in the same period in 1995 due to the growth in average balances. The average balance of passbook accounts decreased by $45.9 million, or 10.8% to $377.8 million for the six months ended June 30, 1996 from $423.7 million for the first half of 1995. The average cost of passbook accounts was stable at approximately 2.48% for both periods. Interest expense on passbook accounts decreased by $553,000, or 10.6% to $4.7 million for the six months ended June 30, 1996 from $5.2 million in the same period in 1995 primarily due to a decrease in average balances due to customers seeking higher yielding investment opportunities including the Bank's certificate of deposit accounts. The average cost of all deposits was 3.95% for the period ended June 30, 1996 compared to 3.87% for the period ended June 30, 1995 primarily due to the shift from passbook accounts to higher costing certificates of deposit accounts. Interest on borrowed funds increased by $2.7 million, or 52.6% to $7.8 million for the six months ended June 30, 1996 from $5.1 million for the comparable six-month period in 1995. Borrowed funds on an average basis increased by $111.2 million between the periods due to the addition of short-term FHLB advances and securities sold under agreements to repurchase during 1996 to provide funding for loan originations and the purchase of $55.4 million of residential mortgages in the secondary market during the first half of 1996. The growth in average borrowings was also due to a $75 million leverage program that was completed during June of 1995 for the purpose of improving the Bank's net interest margin. The average rate paid on borrowings decreased to 5.87% for the six months ended June 30, 1996 from 6.63% for the comparable prior-year period due to the decrease in market interest rates between the periods. For example, the weighted average rates outstanding on FHLB advances and repurchase agreements at June 30, 1996 were 5.63% and 5.56%, respectively, compared to 6.23% and 5.99% at June 30, 1995. NET INTEREST INCOME. Net interest income increased by $3.4 million to $23.4 million for the six months ended June 30, 1996 from $20.0 million for the six months ended June 30, 1995. The increase reflects an increase in the average yield on interest-earning assets to 7.45% from 7.39% for the six months ended June 30, 1996 and 1995, respectively. This increase was partially offset by the average cost on interest-bearing liabilities which increased to 4.32% from 4.23% for the six months ended June 30, 1996 and 1995, respectively. The net interest spread was 3.13% for the six months ended June 30, 1996 compared to 3.16% for the comparable period in 1995. It is unclear how the recent increases in market interest rates will impact net interest income for the remainder of 1996. PROVISION FOR LOAN LOSSES. The Bank provided $1.8 million for loan losses for the six months ended June 30, 1996 compared to $1.3 32 million for the comparable six-month period in 1995. The Bank established an additional provision of $400,000 during June 1996 related to the growth in the Bank's residential and commercial mortgage loan portfolios. NON-INTEREST INCOME. Non-interest income increased by $1.2 million or 31.1% for the six months ended June 30, 1996 to $4.9 million from $3.8 million for the comparable six-month period in 1995. Loan fees and servicing income increased by $603,000 due to the recovery of interest totalling $597,000 during the second quarter of 1996 on the satisfaction of a land loan that was previously classified as a restructured loan. Insurance, annuity and mutual fund fees increased by $408,000 due to an increase in sales volume of 46% for the first half of 1996 from the same period in 1995. The net gain on the sale of interest earning assets was $99,000 due to the sale of $166.3 million in securities which had been available for sale. The Bank has been actively managing its available for sale portfolio to improve yield and to reduce interest rate risk on the overall portfolio. Savings and checking fees increased by $212,000 due to the number of checking accounts which increased by 8,758 or 17.5% to 58,747 at June 30, 1996 from 49,989 at June 30, 1995 due to the Bank's strategy to attract lower cost deposit balances. These were partially offset by other non- interest income which declined $150,000 due to decreases of $90,000 and $57,000, respectively, in miscellaneous income and fees from corresponding Banks. NON-INTEREST EXPENSE. Non-interest expense increased by $41,000, or 0.3% for the six months ended June 30, 1996 to $15.5 million from $15.4 million for the comparable six-month period in 1995. The increase was primarily due to increases of $543,000 and $96,000, respectively, in compensation and benefits and occupancy and equipment costs. The increase in compensation costs was due to a 46% increase in sales volume generated by CIS, Inc. which increased commissions paid for the period by $190,000. The remainder of the increase in compensation was due to normal merit increases. The increase in occupancy and equipment costs was due to higher contract costs for the first half of 1996 when compared to the same period last year. These increases were offset by decreases of $530,000 and $62,000, respectively, in REO operations, net and FDIC deposit insurance premiums. The decrease in real estate owned operations, net was primarily due to the sale of $1.0 million of REO properties during 1996. Miscellaneous operating expenses in total were essentially unchanged from the same period last year. During June 1996, the Bank took into income $389,000 of the reserve previously established against its claim against Nationar (see Note 6 to Notes to Consolidated Financial Statements). This reduction in miscellaneous costs was offset by the following: Other miscellaneous expenses were up $150,000 due to agency fees of $55,000 paid for additions to staff and the 33 settlement of two legal actions for $150,000 (see legal proceedings). NYCE fees increased $118,000 during the period. The EDS EFIT Division now functions as the switch for the Bank's ATM transactions, whereas in the past EDS Newtrend Division provided the software to switch these transactions. INCOME TAX EXPENSE. Income tax expense was $5.2 million for an effective tax rate of 46.8% for the six months ended June 30, 1996 compared to income tax expense of $3.3 million for an effective tax rate of 47.5% for the comparable period in 1995. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On February 6, 1995, Nationar, the entity that provided check collection services for the Bank was seized by the Superintendent of Banks of the State of New York ("Superintendent"). Checks in process of collection for the Bank totalling $8.9 million were held by Nationar at the time it was seized. In April 1995, $3.9 million of these funds were remitted to the Bank. During the third quarter of 1995, the Bank filed Proofs of Claim totalling $5.0 million in the aggregate. However, there was a reasonable likelihood that the Bank would not recover all of the amounts owed by Nationar. Accordingly, management established a reserve for potential losses associated with Nationar deposits, in connection with its normal procedure for monitoring asset quality. During the year ended December 31, 1995, the Bank recorded $430,000 related to the ultimate recovery of amounts owed by Nationar. On June 27, 1996, the Bank received a partial payment of it's claims against Nationar totalling $4,987,000, at which time $389,000 of the reserve previously established was taken into income. The Bank could receive further payment on the outstanding balance of its claims, but the exact timing of such further payments, if any, are unknown at this time. In February, 1983, a burglary of the contents of safe deposit boxes occurred at a branch office of the Bank. At June 30, 1996, the Bank has a class action lawsuit related thereto pending, whereby the plaintiffs are seeking recovery of approximately $13,300,000 in actual damages and an additional $13,000,000 of unspecified damages. The Banks ultimate liability, if any , which might arise from the disposition of these claims cannot presently be determined. Management believes it has meritorious defenses against these actions and has and will continue to defend its position. Accordingly, no provision for any liability that may result upon adjudication has been recognized in the accompanying consolidated financial statements. In addition, the Bank and certain of its officers are defendants in a lawsuit alleging discriminatory employment practices by the 34 defendants. The suit was filed on June 1, 1994 in the United States District Court, Eastern District of New York and alleges violations under Title VII of the Civil Rights Act of 1964 and the New York Human Rights Law. The lawsuit seeks monetary damages. The Bank does not believe it engaged in any discriminatory employment practices and intends to vigorously defend this lawsuit. In May 1996, the Bank settled a lawsuit filed on July 28, 1994 in the United States District Court, Eastern District of New York which alleged violations under Title VII of the Civil Rights Act of 1964 and the New York Human Rights Law. The suit was settled for $99,999. The Company is involved in various other legal actions arising in the ordinary course of business, which in the aggregate, are believed by management to be immaterial to the financial position of the Company. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) 27.1 Financial Data Schedule. (b) None. 35 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. HAVEN BANCORP INC. (Registrant) Date: August 13, 1996 By: /s/ Philip S. Messina --------------------------- Philip S. Messina President and Chief Executive Officer Date: August 13, 1996 By: /s/ Catherine Califano --------------------------- Catherine Califano Senior Vice President and Chief Financial Officer 36