<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) SEPTEMBER 7, 1999
HAVEN BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
000-21628
(Commission File Number)
11-3153802
(I.R.S. Employer Identification No.)
615 MERRICK AVENUE, WESTBURY, NEW YORK 11590
(Address of principal executive offices) (Zip Code)
(516) 683-8385
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS
Attached hereto as Exhibit 99.1 and incorporated herein by
reference is certain information to be made available by the
Registrant in connection with a presentation to be given by the
Registrant to investment analysts on September 8, 1999.
Statements made herein that are forward-looking in nature within
the meaning of the Private Securities Litigation Reform Act of
1995, are subject to risks and uncertainties that could cause
actual results to differ materially. Such risks and uncertainties
include, but are not limited to, those related to overall business
conditions, particularly in the consumer financial services,
mortgage and insurance markets in which the Registrant operates,
fiscal and monetary policy, competitive products and pricing,
credit risk management, changes in regulations affecting financial
institutions and other risks and uncertainties discussed in the
Registrant's SEC filings, including its 1998 Form 10-K. The
Registrant disclaims any obligation to publicly announce future
events or developments, which may affect the forward-looking
statements contained herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99.1 Portions of Analyst Presentation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
HAVEN BANCORP INC.
(Registrant)
Date: September 7, 1999 By: /s/ Catherine Califano
---------------------------
Catherine Califano
Senior Vice President and
Chief Financial Officer
2
<PAGE>
EXHIBIT 99.1
PORTIONS OF ANALYST PRESENTATION
Balance Sheet
($ in thousands)
<TABLE>
<CAPTION>
June 30, 1999 Dec. 31, 1998 Dec. 31, 1997 Dec. 31, 1996
<S> <C> <C> <C> <C>
Assets
Cash and equivalents $ 64,034 44,808 40,306 35,717
Securities available for sale 1,000,636 889,251 499,380 370,105
Loans held for sale 84,924 54,188 - -
Debt securities held to maturity - - 66,404 97,307
Mortgage-backed securities held
to maturity - - 163,057 197,940
Loans receivable, net 1,534,293 1,296,702 1,138,253 836,882
Premises and equipment 36,746 39,209 27,062 8,820
Other assets 75,807 71,365 40,428 36,774
--------- --------- --------- ---------
Total assets $2,796,440 2,395,523 1,974,890 1,583,545
========= ========= ========= =========
Liabilities & Equity
Deposits $1,944,791 1,722,710 1,365,012 1,137,788
Borrowed funds 645,969 415,362 441,810 326,433
Other liabilities 41,487 112,600 30,219 19,940
--------- --------- --------- ---------
2,632,247 2,250,672 1,837,041 1,484,161
Capital securities 50,284 24,984 24,984 -
--------- --------- --------- ---------
Total liabilities 2,682,531 2,275,656 1,862,025 1,484,161
Total equity 113,909 119,867 112,865 99,384
--------- --------- --------- ---------
Total Liabilities and Equity $2,796,440 2,395,523 1,974,890 1,583,545
========= ========= ========= =========
</TABLE>
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INCOME STATEMENT
($ in thousands)
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended Six Months Ended
June 30, 1999 December 31, 1998 June 30, 1998
---------------- ----------------- ----------------
<S> <C> <C> <C>
Interest income $ 84,716 79,990 71,695
Interest expense 50,590 49,725 44,051
------ ------ ------
Net interest income before provision 34,126 30,265 27,644
Provision for loan losses 1,555 1,345 1,320
------ ------ ------
Net interest income after provision 32,571 28,920 26,324
------ ------ ------
Non interest income
Mortgage banking income (loss) 2,945 3,270 (270)
Savings/checking fees 6,964 5,692 4,130
Insurance, annuity and mutual fund fees 4,143 3,373 2,501
Other 3,774 4,645 2,504
------ ------ ------
Total non interest income 17,826 16,980 8,865
------ ------ ------
Non interest expense
Compensation and benefits 21,967 20,001 16,934
Occupancy and equipment 6,783 6,405 4,600
Other 12,105 13,336 8,737
------ ------ ------
Total non interest expense 40,855 39,742 30,271
------ ------ ------
Income before taxes 9,542 6,158 4,918
Income tax expense 3,614 1,388 1,538
------ ------ ------
Net income $5,928 $4,770 $3,380
====== ====== ======
Net income per common share: Basic $ 0.68 $ 0.55 $ 0.40
====== ====== ======
Diluted $ 0.66 $ 0.52 $ 0.37
====== ====== ======
</TABLE>
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CFS MORTGAGE
Purchased Intercounty Mortgage on May 1, 1998.
Offices in New York, New Jersey, Connecticut and Pennsylvania.
Originates residential mortgage loans that are held for sale or for
portfolio.
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CFS MORTGAGE ORIGINATIONS
($ in Millions)
9/98 Q 12/98 Q 3/99 Q 6/99 Q
------ ------- ------ ------
Held for sale $213.0 $204.9 $160.7 $167.9
Portfolio 141.0 119.7 132.1 126.6
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CFS MORTGAGE
Through June 1999 reported P&L impact of approximately $3.0 million
loss pre-tax
Market factors
Investment in building processing system & front end system
30% drop in held for sale volume
Accounting issues - FASB 91
Action steps
Management restructuring
Improved secondary market execution
Focus on technology enhancement and operating efficiencies
Portfolio production has value - $258.7 million YTD 1999
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NON-INTEREST INCOME
($ in Millions)
1996 1997 1998 6/98* 6/99*
Non-Interest Income $ 9 $14 $20 $ 9 $13
Percent of Total Revenue 16% 21% 26% 24% 28%
* 6 months
% = Total non-interest income divided by (non-interest income + net
interest income)
Non-interest income = Banking fees, investments and insurance
sales. Excludes mortgage banking income and gains on sales.
<PAGE>
CFS INVESTMENTS
Annuities, mutual funds and insurance for life, health, disability
and long-term health care.
Provides a competitive product line, convenient locations,
accommodating hours and knowledgeable sales people.
Licensed securities represntative at each location.
Standing within the industry.
Significant cross-selling potential.
<PAGE>
CFS INSURANCE AGENCY
Acquired in November 1998.
Provides automobile, homeowners, casualty insurance, and various
lines of commercial insurance.
Natural cross sales opportunities with CFS Bank and CFS Mortgage
customers.
$6 million existing premiums per year and generated $3.2 million in
new premiums through 6/99.
<PAGAE>
TRADITIONAL BRANCHES
8 Branches
June 30, 1999
Number % of Total
of Accounts Balance Deposits
Deposits 172,128 $1,227.5 billion
Checking 69,038 $155.7 million 12.7%
Savings & Money Market 60,453 $403.7 million 32.9%
Certificates 42,637 $668.1 million 54.4%
Cost of deposits 3.79%
Fee income contribution $4.2 million*
*YTD 6/99
SUPERMARKET BANKING
One stop shopping for investment, mortgage, and insurance.
Provides the opportunity to interact with 30,000 customers per
week, per location.
Creating a sales culture in supermarket banking.
Developing strong customer relationships.
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SUPERMARKET BRANCHES
60 Branches
June 30, 1999
% of Total
Number Supermarket
of Accounts Balance Deposits
Deposits 186,012 $700.4 million
Checking 104,444 $ 80.4 million 11.5%
Savings & Money Market 62,741 $303.2 million 43.3%
Certificates 18,827 $316.1 million 45.2%
Cost of deposits 4.35%
Fee income contribution $7.3 million*
*YTD 6/99
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SUPERMARKET BRANCHES - PROFITABILITY
Achieved profitability in the second quarter 1999.
Approximately $500,000 pre-tax income second quarter 1999.
In 1999 deposits have grown by approximately $30 million per month.
In 1999 fee income has grown by approximately $50,000 per month.
Branch operating costs average approximately $40,000 per month.
<PAGE>
MATURATION PROCESS
20 locations open over 24 months (all profitable) with average
$38,000 income per month.
19 locations open between 15 - 24 months (9 profitable)
49% of total branch locations profitable.
DISCUSSION OF MATURATION OF REMAINING BRANCHES
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FUTURE POTENTIAL
61 Supermarket Branches
($ in Millions)
Monthly Pre-Tax Income
6/99 12/99 6/00 12/00 12/01
---- ----- ---- ----- -----
$10 million per month
deposit growth, $10,000
per month growth in
fee income $0.5 $0.7 $0.9 $1.1 $1.5
$20 million per month
deposit growth, $25,000
per month growth in
fee income 0.5 0.9 1.3 1.7 2.6
$25 million per month
deposit growth, $40,000
per month growth in
fee income 0.5 1.0 1.6 2.2 3.3
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SUPERMARKET DEPOSIT POTENTIAL
($ in Billions)
Dollars of Deposits
6/99 12/99 6/00 12/00 12/01
---- ----- ---- ----- -----
$10 million per month
deposit growth $0.7 $0.76 $0.82 $0.88 $1.00
$20 million per month
deposit growth 0.7 0.82 0.94 1.06 1.30
$25 million per month
deposit growth 0.7 0.85 1.00 1.15 1.45
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TOTAL ASSETS
($ in Millions)
12/96 12/97 12/98 6/99
Total Assets $1,584 $1,975 $2,396 $2,796
<PAGE>
COMPOSITION OF ASSETS
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998 December 31, 1997
<S> <C> <C> <C>
Loans, net 57.9% 56.4% 57.6%
Other 4.0 4.7 2.8
Cash and equivalents 2.3 1.8 2.0
Securities available for sale 35.8 37.1 25.3
Securities, held to maturity - - 11.6
TOTAL LOANS, NET
($ in Millions)
12/96 12/97 12/98* 6/99*
Total loans, net $ 837 $1,138 $1,351 $1,619
* Includes loans held for sale
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LOAN PORTFOLIO
June 30, 1999 December 31, 1998 December 31, 1997
------------- ----------------- -----------------
One to Four Family 71.7% 67.9% 69.9%
Multi-Family 15.8 16.5 12.5
Commercial 10.3 12.5 12.9
Other 2.2 3.1 4.7
Other includes: Cooperative, Construction and Land, HELOCs, Home
Improvement and Other
<PAGE>
ASSET QUALITY
12/96 12/97 12/98 6/99
% NPA + Lns 90/Assets 1.17% 0.66% 0.36% 0.30%
% Reserves/NPA+Lns 90 0.71% 0.96% 1.62% 1.56%
<PAGE>
DEPOSITS
($ in Millions)
12/96 12/97 12/98 6/99
Deposits $1,138 $1,365 $1,723 $1,945
<PAGE>
TOTALS DEPOSITS
June 30, 1999 December 31, 1998 December 31, 1997
------------- ----------------- -----------------
CDs 50.7% 52.3% 57.3%
Checking 12.8 12.5 11.3
Savings 33.6 31.8 27.7
Money Market 2.9 3.4 3.7
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EQUITY CAPITAL
($ in Millions)
12/96 12/97 12/98 6/99
Total Equity $99.4 $113.0 $120.0 $114.0
% Core Capital to Assets 6.14% 6.42% 5.66% 5.71%
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INCOME STATEMENT
($ in Thousands)
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997 December 31, 1996
----------------- ----------------- -----------------
<S> <C> <C> <C>
Interest income $ 151,685 126,306 109,253
Interest expense 93,776 74,400 61,368
------ ------ ------
Net interest income before provision 57,909 51,906 47,885
Provision for loan losses 2,665 2,750 3,125
------ ------ ------
Net interest income after provision 55,244 49,156 44,760
------ ------ ------
Non interest income
Mortgage banking income 3,000 - -
Savings/checking fees 9,822 5,478 3,378
Insurance, annuity and mutual fund fees 5,874 3,758 3,114
Other 7,149 4,676 3,062
------ ------ ------
Total non interest income 25,845 13,912 9,554
------ ------ ------
Non interest expense
Compensation and benefits 36,935 24,251 15,737
Occupancy and equipment 11,005 6,334 3,478
Other 22,073 15,262 19,240
------ ------ ------
Total non interest expense 70,013 45,847 38,455
------ ------ ------
Income before taxes 11,076 17,221 15,859
Income tax expense 2,926 6,138 6,434
------ ------ ------
Net income $8,150 $11,083 $9,425
====== ====== ======
Net income per common share: Basic $ 0.95 $ 1.32 $ 1.13
====== ====== ======
Diluted $ 0.89 $ 1.24 $ 1.08
====== ====== ======
</TABLE>
