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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
For Annual and Transition reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
[x] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended
December 31, 1999
[ ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934.
Commission File No.: 0-21628
HAVEN BANCORP, INC.
(exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
11-3153802
(I.R.S. Employer I.D. No.)
615 Merrick Avenue, Westbury, New York 11590
(Address of principal executive offices)
(516) 683-4100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock par value $0.01 per share (Title of class)
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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [x] Yes [ ] No
The aggregate market value of the voting stock held by non-
affiliates of the registrant, i.e., persons other than directors
and executive officers of the registrant is $134,843,707 and is
based upon the last sales price as quoted on the Nasdaq Stock
Market for March 29, 2000.
The registrant had 9,026,661 shares outstanding as of March 29,
2000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year
ended December 31, 1999, are incorporated by reference into Parts
I and II of this Form 10-K.
Portions of the Proxy Statement for the 2000 Annual Meeting of
Stockholders are incorporated by reference into Part III of this
Form 10-K.
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
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, estimates with
respect to the financial condition, results of operations and
business of Haven Bancorp, Inc. that are subject to various
factors which could cause actual results to differ materially
from these estimates. These factors include, but are not limited
to, those related to overall business conditions, particularly in
the consumer financial services, mortgage and insurance markets
in which Haven Bancorp, Inc. operates, fiscal and monetary
policy, competitive products and pricing, credit risk management,
the ability of Haven Bancorp, Inc. to undertake a suitable
transaction with respect to its residential mortgage lending
division and changes in regulations affecting financial
institutions.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS
Haven Bancorp, Inc. ("Haven Bancorp" or the "Company") was
incorporated under Delaware law on March 25, 1993 as the holding
company for CFS Bank ("CFS" or the "Bank") in connection with the
Bank's conversion from a federally chartered mutual savings bank
to a federally chartered stock savings bank. The Company is a
savings and loan holding company and is subject to regulation by
the Office of Thrift Supervision ("OTS"), the Federal Deposit
Insurance Corporation ("FDIC") and the Securities and Exchange
Commission ("SEC"). The Company is headquartered in Westbury,
New York and its principal business currently consists of the
operation of its wholly owned subsidiary, the Bank. At December
31, 1999, the Company had consolidated total assets of $2.97
billion and stockholders' equity of $105.6 million.
Currently, the Company does not transact any material business
other than through its subsidiary, the Bank.
The Bank was established in 1889 as a New York-chartered building
and loan association and converted to a New York-chartered
savings and loan association in 1940. The Bank converted to a
federally chartered mutual savings bank in 1983. As the Bank
expanded its presence in the New York tri-state area it changed
its name to CFS Bank in 1997. The Bank is a member of the
Federal Home Loan Bank ("FHLB") System, and its deposit accounts
are insured to the maximum allowable amount by the FDIC. At
December 31, 1999, the Bank had total assets of $2.96 billion and
stockholders' equity of $147.0 million.
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 and
borrowings, primarily in one- to four-family, owner-occupied
residential mortgage loans. Since 1994, the Bank has gradually
increased its activity in multi-family and commercial real estate
lending. In addition, the Bank will invest in debt, equity and
mortgage-backed securities and other marketable securities to
supplement its lending portfolio. Effective January 1, 1999, the
Bank indefinitely discontinued offering certain consumer loans,
including home equity loans and home equity lines of credit.
On May 1, 1998, the Bank completed the purchase of the loan
production franchise of Intercounty Mortgage, Inc. ("IMI"). The
business operates as a division of the Bank under the name CFS
Mortgage originating and purchasing residential loans for the
Bank's portfolio and for sale in the secondary market, primarily
through six loan origination offices located in New York, New
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Jersey and Pennsylvania. Loan sales in the secondary market are
primarily on a servicing-released basis, for which the Bank earns
servicing-released premiums. The Company has retained an
investment banking firm to pursue various strategic alternatives
for the Company including the sale of parts of CFS Mortgage,
which the Company expects to complete in early 2000.
On November 2, 1998, the Company purchased 100% of the
outstanding common stock of Century Insurance Agency, Inc. The
insurance agency operates as a wholly owned subsidiary of the
Company under the name CFS Insurance Agency, Inc. ("CIA"),
providing automobile, homeowners and casualty insurance to
individuals, and various lines of commercial insurance to
individuals.
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 consists of the interest paid on its deposits and
borrowed funds. The Bank's net income is also affected by its
non-interest income, its provision for loan losses and its
operating expenses consisting primarily of compensation and
benefits, occupancy and equipment, 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.
RECENT DEVELOPMENTS
On March 24, 2000, the Company announced that it retained the
investment banking firm of Lehman Brothers Inc. to advise the
Board of Directors on strategic alternatives for the Company. In
addition, the Company formed a three-person committee of outside
Board members to work with Lehman Brothers in these efforts.
Chaired by Michael A. McManus, Jr., the committee includes Hanif
Dahya and Robert M. Sprotte. The Company had previously
announced that it had engaged Lehman Brothers to assist in
evaluating options with respect to the Company's residential
mortgage origination division. The Company expects a resolution
regarding its residential mortgage division in the near future,
which will result in the Company recording a restructuring
charge, the amount of which cannot be determined at this time.
In addition, the Board approved a plan to reduce operating
expenses through a reduction in the Company's workforce and
elimination of certain other expenses across all departments and
divisions. The Company expects to realize approximately $7
million in annualized savings as a result of these measures. The
Company started to implement these initiatives as of March 24,
2000.
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MARKET AREA AND COMPETITION
The Bank has been, and continues to be, a community oriented
savings institution offering a variety of traditional financial
services to meet the needs of the communities in which it
operates. Management considers the Bank's reputation and
customer service as its major competitive advantage in attracting
and retaining customers in its market area.
The Bank's primary market area is concentrated in the
neighborhoods surrounding its eight full service banking and
sixty-three in-store banking facilities located in the New York
City boroughs of Queens, Brooklyn, Manhattan and Staten Island,
the New York counties of Nassau, Suffolk, Rockland and
Westchester and in New Jersey and Connecticut. During 1999, the
Bank opened six in-store branches. Management believes that in-
store branching is a cost effective way to extend the Bank's
franchise and put its sales force in touch with more prospective
customers than possible through conventional bank branches.
Management believes that all of its branch offices are located in
communities that can generally be characterized as stable,
residential neighborhoods of predominantly one- to four-family
residences and middle income families.
During the past five years, the Bank's expanded loan work-out and
resolution efforts have successfully contributed toward reducing
non-performing assets to manageable levels. Although there are
encouraging signs in the local economy and the Bank's real estate
markets, it is unclear how these factors will affect the Bank's
asset quality in the future. See "Delinquencies and Classified
Assets."
The New York City metropolitan area has a large number of
financial institutions, many of which are significantly larger
and have greater financial resources than the Bank, and all of
which are competitors of the Bank to varying degrees. The Bank's
competition for loans and deposits comes principally from savings
and loan associations, savings banks, commercial banks, mortgage
banking companies, insurance companies and credit unions. In
addition, the Bank faces increasing competition for deposits from
non-bank institutions such as brokerage firms and insurance
companies in such areas as short-term money market funds,
corporate and government securities funds, mutual funds and
annuities and insurance. Competition may also increase as a
result of the lifting of restrictions on the interstate
operations of financial institutions and the recent passage of
the Gramm-Leach-Bliley Act. See "Regulation and Supervision."
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LENDING ACTIVITIES
LOAN PORTFOLIO COMPOSITION. The Bank's loan portfolio consists
primarily of conventional first mortgage loans secured by owner
occupied one- to four-family residences, and, to a lesser extent,
multi-family residences, commercial real estate and construction
and land loans. Also, the Bank's loan portfolio includes
cooperative loans, which the Bank has not originated since 1990
except to facilitate the sale of real estate owned ("REO") or to
restructure a problem asset. During 1999, loan originations and
purchases totaled $1.38 billion (comprised of $1.20 billion of
residential one- to four-family mortgage loans, $158.7 million of
commercial and multi-family real estate loans, $11.2 million of
construction loans and $8.9 million of consumer loans). One- to
four-family mortgage loan originations and purchases included
$634.8 million of loans originated and purchased for sale in the
secondary market. During 1999, the Bank sold $561.7 million of
one- to four-family mortgage loans in the secondary market on a
servicing-released basis.
At December 31, 1999, the Bank had total mortgage loans
outstanding of $1.77 billion, of which $1.33 billion were one- to
four-family residential mortgage loans, or 74.0% of the Bank's
total loans. At that same date, multi-family residential
mortgage loans totaled $268.4 million, or 14.9% of total loans.
The remainder of the Bank's mortgage loans, included $167.5
million of commercial real estate loans, or 9.3% of total loans,
$3.7 million of cooperative apartment loans, or 0.2% of total
loans and $3.2 million of construction and land loans, or 0.2% of
total loans. Other loans in the Bank's portfolio principally
consisted of home equity lines of credit and consumer loans
totaling $25.9 million, or 1.4% of total loans at December 31,
1999.
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The following table sets forth the composition of the Bank's loan
portfolio, excluding loans held for sale, in dollar amounts and
in percentages of the respective portfolios at the dates
indicated.
<TABLE>
<CAPTION>
At December 31,
---------------
1999 1998 1997 1996 1995
--------------- --------------- --------------- --------------- ---------------
Percent Percent Percent Percent Percent
of of of of of
Amount Total Amount Total Amount Total Amount Total Amount Total
------ ------- ------ ------- ------ ------- ------ ------- ------ -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One- to four-family $1,332,169 73.98% $888,610 67.85% $805,690 69.93% $556,818 65.63% $325,050 57.03%
Multi-family 268,358 14.90 215,542 16.46 143,559 12.46 105,341 12.42 79,008 13.86
Commercial 167,518 9.30 163,935 12.52 148,745 12.91 127,956 15.08 111,038 19.48
Cooperative 3,669 0.20 3,970 0.30 19,596 1.70 19,936 2.35 10,187 1.79
Construction and land 3,168 0.18 2,731 0.20 2,263 0.20 4,227 0.50 5,737 1.01
--------- ----- --------- ----- ------- ----- ------- ----- ------- -----
Total mortgage loans 1,774,882 98.56 1,274,788 97.33 1,119,853 97.20 814,278 95.98 531,020 93.17
Other loans:
Home equity lines of
credit 11,328 0.63 15,173 1.16 15,449 1.34 15,677 1.85 16,454 2.89
Property improvement
loans 1,502 0.08 2,634 0.20 4,392 0.38 6,957 0.82 10,248 1.80
Loans on deposit
accounts 749 0.04 957 0.07 895 0.08 809 0.10 821 0.14
Commercial loans 422 0.02 445 0.03 453 0.04 351 0.04 479 0.08
Guaranteed student loans 667 0.04 774 0.06 882 0.08 985 0.12 1,181 0.21
Unsecured consumer loans 978 0.05 2,029 0.16 450 0.04 809 0.10 1,950 0.34
Other loans 10,302 0.58 12,914 0.99 9,770 0.84 8,506 0.99 7,834 1.37
--------- ------ --------- ------ ------- ------ ------- ------ ------- ------
Total other loans 25,948 1.44 34,926 2.67 32,291 2.80 34,094 4.02 38,967 6.83
--------- ------ --------- ------ ------- ------ ------- ------ ------- ------
Total loans 1,800,830 100.00% 1,309,714 100.00% 1,152,144 100.00% 848,372 100.00% 569,987 100.00%
====== ====== ====== ====== ======
Less:
Unearned discounts,
premiums and deferred
loan fees, net 5,995 966 (1,363) (786) (1,029)
Allowance for loan
losses (16,699) (13,978) (12,528) (10,704) (8,573)
--------- --------- ------- ------- -------
Loans, net $1,790,126 $1,296,702 $1,138,253 $836,882 $560,385
========= ========= ======= ======= =======
</TABLE>
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The following table shows the estimated contractual maturity of
the Bank's loan portfolio at December 31, 1999, assuming no
prepayments.
<TABLE>
<CAPTION>
At December 31, 1999
Mortgage Other Total
Loans Loans Loans
-------- ----- -------
(In thousands)
<S> <C> <C> <C>
Amounts due:
Within one year $ 75,797 $16,497 92,294
------- ------ -------
After one year:
One to three years 171,079 1,390 172,469
Three to five years 335,096 1,652 336,748
Five to ten years 595,617 2,337 597,954
Ten to twenty years 354,481 4,072 358,553
Over twenty years 242,812 - 242,812
--------- ------ ---------
Total due after one year 1,699,085 9,451 1,708,536
--------- ------ ---------
Total $1,774,882 $25,948 $1,800,830
========= ====== =========
</TABLE>
The following table sets forth at December 31, 1999, the dollar
amount of all loans due after December 31, 2000, and whether such
loans have fixed interest rates or adjustable interest rates.
<TABLE>
<CAPTION>
Due After December 31, 2000
Fixed Adjustable Total
----- ---------- -----
(In thousands)
<S> <C> <C> <C>
Mortgage loans:
One- to four-family $534,265 $ 759,164 $1,293,429
Multi-family 38,586 217,360 255,946
Commercial 28,475 117,566 146,041
Cooperative 954 2,715 3,669
Other loans 7,466 1,985 9,451
------- --------- ---------
Total $609,746 $1,098,790 $1,708,536
======= ========= =========
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The following table sets forth the Bank's loan originations, loan
purchases, sales and principal repayments for the periods
indicated:
</TABLE>
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
(In thousands)
<S> <C> <C> <C> <C> <C>
Mortgage loans (gross):
At beginning of year $1,274,788 $1,119,853 $814,278 $531,020 $483,232
Mortgage loans originated(1):
One- to four-family 568,072 177,544 121,498 98,783 64,139
Multi-family 102,305 88,504 64,181 46,310 11,726
Commercial real estate 56,395 68,319 69,495 35,886 26,047
Cooperative - 34 - - 63
Construction and land loans 11,188 2,806 3,773 1,562 4,367
--------- ------- ------- ------- -------
Total mortgage loans
originated 737,960 337,207 258,947 182,541 106,342
Mortgage loans purchased - 297,906 200,900 172,300 26,241
Transfer of mortgage loans
to REO (622) (623) (1,695) (3,470) (4,638)
Transfer of mortgage loans from/
(to) loans held for sale 44,569 - - 10,594 (12,038)
Principal repayments (259,143) (269,164) (151,215) (78,209) (67,274)
Sales of mortgage loans (2) (22,670) (104,700) (1,362) (498) (845)
Transfer of loans to MBSs - (105,691) - - -
--------- --------- --------- ------- -------
At end of year $1,774,882 $1,274,788 $1,119,853 $814,278 $531,020
========= ========= ========= ======= =======
Other loans (gross):
At beginning of year $ 34,926 $ 32,291 $ 34,094 $ 38,967 $ 41,025
Other loans originated 8,874 16,413 11,491 8,735 10,746
Principal repayments (17,852) (13,778) (13,294) (13,608) (12,804)
------- ------- ------- ------- -------
At end of year $ 25,948 $ 34,926 $ 32,291 $ 34,094 $ 38,967
======= ======= ======= ======= =======
</TABLE>
(1) Includes wholesale loan purchases.
(2) During 1999, the Bank sold $20.5 million of adjustable-rate
mortgage loans previously held in the Bank's portfolio. During
1998, the Bank sold $83.3 million of adjustable-rate mortgage
loans in several bulk sale transactions. Also during 1998, the
Bank sold $14.0 million of cooperative apartment loans.
ONE- TO FOUR-FAMILY MORTGAGE LENDING. The Bank offers both
fixed-rate and adjustable-rate mortgage ("ARM") loans secured by
one- to four-family residences located primarily in Long Island
(in the New York counties of Nassau and Suffolk), the New York
City boroughs of Queens, Manhattan, Brooklyn and Staten Island,
the New York counties of Rockland and Westchester, as well as in
Albany and Rochester, New York, New Jersey, Pennsylvania and
Connecticut.
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Loan originations are generally obtained from existing or past
customers, members of the local communities, local real estate
brokers and attorney referrals. The substantial majority of the
Bank's loans are originated through efforts of Bank-employed
sales representatives who solicit loans from the communities
served by the Bank by calling on real estate attorneys, brokers
and individuals who have expressed an interest in obtaining a
mortgage loan. The Bank also originates loans from its customer
base in its branch offices. In 1995, the Bank also began
purchasing loans on a flow basis from correspondent mortgage
bankers in New York, New Jersey and Connecticut to supplement its
one- to four-family loan originations.
The Bank generally originates one- to four-family residential
mortgage loans in amounts up to 95% of the lower of the appraised
value or selling price of the property securing the loan.
Properties securing such loans are primarily owner-occupied
principal residences. One- to four-family mortgage loans may be
originated with loan-to-value ratios of up to 97% of the
appraised value of the property under the Fannie Mae ("FNMA")
Community Home Buyers Program, which targets low to low/moderate
income borrowers. Residential condominium loans are originated
in amounts up to a maximum of 95% of the appraised value of the
condominium unit. Private Mortgage Insurance ("PMI") is required
whenever loan-to-value ratios exceed 80% of the price or
appraised value of the property securing the loan. Loan amounts
generally conform to Federal Home Loan Mortgage Corporation
("FHLMC") limits. Mortgage loans originated by the Bank
generally include due-on-sale clauses that provide the Bank with
the contractual right to deem the loan immediately due and
payable in the event that the borrower transfers ownership of the
property without the Bank's consent. Due-on-sale clauses are an
important means of enabling the Bank to redeploy funds at current
rates thereby causing the Bank's loan portfolio to be more
interest rate sensitive. The Bank has generally exercised its
rights under these clauses.
The Bank currently offers fixed-rate loans up to $1.0 million on
one- to four-family residences with terms up to 30 years, as well
as 30 year and 15 year fixed-rate bi-weekly loans. Interest
rates charged on fixed-rate mortgage loans are competitively
priced based on market conditions and the Bank's cost of funds.
Origination fees on fixed-rate loans typically range from 0% to
3% of the principal amount of the loan. Generally, the Bank's
standard underwriting guidelines conform to the FNMA/FHLMC
guidelines.
The Bank currently offers ARM loans up to $1.0 million which
adjust either annually, or in 3, 5, 7, 10 or 15 years with
maximum loan terms of 30 years. The Bank's ARM loans typically
carry an initial interest rate below the fully-indexed rate for
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the loan. For one year ARMs, the Bank qualifies borrowers based
upon a rate of 2% over the initial rate. The initial discounted
rate is determined by the Bank in accordance with market and
competitive factors. The Bank currently charges origination fees
ranging from 0% to 2.0% for its one- to four-family ARM loans.
ARM loans generally pose a risk that as interest rates rise, the
amount of a borrower's monthly loan payment also rises, thereby
increasing the potential for delinquencies and loan losses. This
potential risk is mitigated by the Bank's policy of originating
ARM loans with annual and lifetime interest rate caps that limit
the amount that a borrower's monthly payment may increase and by
qualifying borrowers based upon a rate of 2% over the initial
rate. During 1999, the Bank originated or purchased $443.6
million of one- to four-family ARM loans for portfolio.
The Bank originates 30 year and 15 year fixed-rate loans for
immediate sale, primarily to private investors, while it
generally retains ARM loans, 10, and 20 year fixed-rate loans,
and 15 and 30 year bi-weekly fixed-rate loans for portfolio. The
Bank arranges for the sale of such loans at the acceptance of the
commitment by the applicant to the investor through "assignments
of trade" or "best efforts" commitments. The Bank sells loans on
a servicing-released basis. For the year ended December 31,
1999, the Bank originated and purchased approximately $634.8
million of primarily fixed rate, one- to four-family loans for
sale in the secondary market, $561.7 million of which were sold
in 1999 and $44.6 million of which were transferred to portfolio.
COOPERATIVE APARTMENT LOANS. Until 1990, the Bank originated
loans secured by cooperative units. Since 1990, the Bank has not
originated any loans secured by cooperative units with the
exception of loans to facilitate the restructuring of a
classified asset or sale of REO. In 1994, the Bank was approved
as a seller/servicer in a FNMA pilot program, enabling it to
originate cooperative apartment loans for immediate sale to FNMA.
MULTI-FAMILY LENDING. The Bank originates multi-family loans
with contractual terms of up to 15 years where the interest rate
generally reprices during the term of the loan and is tied to
matching U.S. Treasury Notes plus a margin. These loans are
generally secured by apartment and mixed-use (commercial and
residential, with the majority of income coming from the
residential units) properties, located in the Bank's primary
market area and are made in amounts of up to 75% of the appraised
value of the property. In making such loans, the Bank bases its
underwriting decision primarily on the net operating income
generated by the real estate to support the debt service, the
financial resources, credit history and ownership/ management
experience of the principals/guarantors, and the marketability of
the property. The Bank generally requires a debt service
coverage ratio of at least 1.20x and sometimes requires personal
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guarantees from borrowers. As of December 31, 1999, $268.4
million, or 14.9% of the Bank's total loan portfolio, consisted
of multi-family residential loans.
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 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 applies stringent
underwriting criteria for all of its loans. See "Commercial Real
Estate Lending" and "Construction and Land Lending".
COMMERCIAL REAL ESTATE LENDING. The Bank originates commercial
real estate loans that are generally secured by properties used
exclusively for business purposes such as retail stores, mixed-
use properties (residential and retail or professional office
combined where the majority of the income from the property comes
from the commercial business), light industrial and small office
buildings located in the Bank's primary market area. The Bank's
commercial real estate loans are generally made in amounts up to
the lesser of 70% of the appraised value of the property or 65%
for owner occupied properties. Commercial real estate loans are
made on a negotiated basis for terms of up to 15 years where the
interest rate generally reprices during the term of the loan and
is tied to the prime rate or the U.S. Treasury Note rate matched
to the repricing frequency of the loan. The Bank's underwriting
standards and procedures are similar to those applicable to its
multi-family loans, whereby the Bank considers the net operating
income of the property and the borrower's expertise, credit
history and profitability. The Bank generally requires that the
properties securing commercial real estate loans have debt
service coverage ratios of not less than 1.30x and also generally
requires personal guarantees from the borrowers or the principals
of the borrowing entity. At December 31, 1999, the Bank's
commercial real estate loan portfolio totaled $167.5 million, or
9.3% of the Bank's total loan portfolio.
CONSTRUCTION AND LAND LENDING. The Bank's construction loans
primarily have been made to finance the construction of one- to
four-family residential properties, multi-family residential
properties and retail properties. The Bank's policies provide
that construction and land development loans may generally be
made in amounts up to 70% of the value when completed for
commercial properties and 75% for multi-family. The Bank
generally requires personal guarantees and evidence that the
borrower has invested an amount equal to at least 20% of the
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estimated cost of the land and improvements. Construction loans
generally are made on a floating rate basis (subject to daily
adjustment) and a maximum term of 18 months, subject to renewal.
Construction loans are generally made based on pre-sales or pre-
leasing. Loan proceeds are disbursed in increments as
construction progresses and as inspections warrant. As of
December 31, 1999, the Bank had $3.2 million, or 0.2% of its
total loan portfolio invested in construction and land loans.
OTHER LOANS. As of December 31, 1999, other loans totaled $25.9
million, or 1.4% of the Bank's total loan portfolio. Effective
January 1, 1999, the Bank indefinitely discontinued offering
consumer loan products, including home equity loans and home
equity lines of credit, due to shrinking volume and spreads
coupled with high origination costs.
LOAN APPROVAL PROCEDURES AND AUTHORITY. For one- to four-family
real estate loans each loan is reviewed and approved by an
underwriter and another departmental officer with credit
authority appropriate for the loan amount and type in accordance
with the policies approved by the Board of Directors. Multi-
family, commercial and construction loans are approved by
designated lending officers respective of the amounts within
their lending authorities which are approved by the Board of
Directors. Commercial loans up to $3.0 million must be approved
by the Officers Loan Committee, whereas, loans exceeding $3.0
million must be approved by the Board of Directors Loan
Committee. Loans not secured by real estate as well as unsecured
loans, depending on the amount of the loan and the loan-to-value
ratio, where applicable, require the approval of at least one
lending officer and/or underwriter designated by the Board of
Directors.
For all loans originated by the Bank, upon receipt of a completed
loan application from a prospective borrower, a credit report is
ordered and certain other information is verified by the Bank's
loan underwriters and, if necessary, additional financial
information is requested. An appraisal of the real estate
intended to secure the proposed loan is performed, as required by
OTS regulations and prepared by an independent appraiser
designated and approved by the Bank. The Board of Directors
annually approves the independent appraisers used by the Bank and
approves the Bank's appraisal policy. It is the Bank's policy to
obtain title insurance on all real estate first mortgage loans.
Borrowers must also obtain hazard insurance prior to closing and
flood insurance and PMI where required. Borrowers generally are
required to advance funds on a monthly basis together with each
payment of principal and interest to a mortgage escrow account
from which the Bank makes disbursements for items such as real
estate taxes, and in some cases, hazard insurance premiums.
11
<PAGE>
LOAN CONCENTRATIONS. Under OTS regulations, the Bank may not
extend credit to a single borrower or related group of borrowers
in an amount greater than 15% of the Bank's unimpaired capital
and surplus. An additional amount of credit may be extended,
equal to 10% of unimpaired capital and surplus, if the loan is
secured by readily marketable collateral, which does not include
real estate.
At December 31, 1999, the Bank's loans-to-one borrower limit was
$24.6 million. None of the Bank's borrowers exceeded this limit
in accordance with applicable regulatory requirements.
DELINQUENCIES AND CLASSIFIED ASSETS
DELINQUENT LOANS. The Bank entered into a sub-servicing
agreement with Norwest Mortgage, Inc. ("Norwest"), commencing on
November 16, 1998, under which Norwest performs all residential
mortgage loan servicing functions on behalf of the Bank for the
Bank's portfolio loans, as well as for loans serviced for third
party investors. Norwest's collection procedures for mortgage
loans include sending a notice after the loan is 16 days past
due. In the event that payment is not received after the late
notice, phone calls are made to the borrower by Norwest's
collection department. When contact is made with the borrower at
any time prior to foreclosure, the collection department attempts
to obtain full payment or the loss mitigation department attempts
to work out a repayment schedule with the borrower to avoid
foreclosure. Generally, foreclosure procedures are initiated
when a loan is over 95 days delinquent. Loss mitigation efforts
continue throughout the foreclosure process.
CLASSIFIED ASSETS. Federal regulations and the Bank's
Classification of Assets Policy provide for the classification of
loans and other assets considered by the Bank to be of lesser
quality as "substandard", "doubtful" or "loss" assets. An asset
is considered substandard if it is inadequately protected by the
current net worth and paying capacity of the obligor and/or of
the collateral pledged, if any. Substandard assets include those
characterized by the "distinct possibility" that the insured
institution will sustain "some loss" if the deficiencies are not
corrected. Assets classified as doubtful have all of the
weaknesses inherent in those classified substandard with the
added characteristic that the weaknesses present make "collection
or liquidation in full," on the basis of currently existing
facts, conditions, and values, "highly questionable and
improbable." Assets classified as loss are those considered
"uncollectible" and of such little value that their continuance
as assets without the establishment of a specific loss reserve is
not warranted. Pursuant to OTS guidelines, the Bank is no longer
required to classify assets as "special mention" if such assets
possess weaknesses but do not expose the Bank to sufficient risk
to warrant classification in one of the aforementioned
12
<PAGE>
categories. However, the Bank continues to classify assets as
"special mention" for internal monitoring purposes.
Non-performing loans (consisting of non-accrual loans and
restructured loans) decreased each year during the five-year
period ended December 31, 1999 from $16.9 million at December 31,
1995 to $7.7 million at December 31, 1999. The continued decline
in the balance of non-performing loans during this period was due
to the Bank's ongoing efforts to reduce non-performing assets, as
well as to an improved economy. REO decreased each year during
this period from $2.0 million at December 31, 1995 (net of an
allowance for REO of $178,000) to a balance at December 31, 1999
of $324,000. The Bank intends to continue its efforts to reduce
non-performing assets in the normal course of business, but it
may continue to seek opportunities to dispose of its non-
performing assets through sales to investors or otherwise. The
Bank also has restructured loans, which has enabled the Bank to
avoid the costs involved with foreclosing on the properties
securing such loans while continuing to collect payments on the
loans under their modified terms. Troubled debt restructurings
("TDRs") are loans for which certain concessions, such as the
reduction of interest rates or the deferral of interest or
principal payments, have been granted due to the borrower's
financial condition.
At December 31, 1999, the Bank had 8 restructured loans with an
aggregate principal balance of $0.7 million. Of this amount,
68.6% were residential loans (including cooperative apartment
loans) and 31.4% were multi-family loans. Management is able to
avoid the costs of foreclosing on loans that it has restructured.
However, restructured loans have a higher probability of becoming
delinquent than loans that have no previous history of
delinquency. To the extent that the Bank is unable to return
these loans to performing status, the Bank would have to
foreclose on such loans, which would increase the Bank's REO.
The Bank's policy is to recognize income on a cash basis for
restructured loans for a period of six months, after which such
loans are returned to an accrual basis if they are performing in
accordance with their modified terms. At December 31, 1999, the
Bank had 7 restructured loans with an aggregate principal balance
of $0.6 million that were on accrual status. For restructured
loans that are 90 days or more past due, the loan is returned to
non-accrual status and previously accrued but uncollected
interest is reversed.
At December 31, 1999, the Bank's classified assets consisted of
$6.5 million of loans and REO of which $133,000 were classified
as a loss or doubtful. The Bank's assets classified as
substandard at December 31, 1999 consisted of $6.1 million of
loans and $324,000 of gross REO. Classified assets in total
13
<PAGE>
declined $4.6 million, or 41.1% since December 31, 1997. At
December 31, 1999, the Bank also had $6.1 million of commercial
real estate loans that it had designated special mention. These
loans were performing in accordance with their terms at December
31, 1999 but were deemed to warrant close monitoring by
management due to one or more factors, such as the absence of
current financial information relating to the borrower and/or the
collateral, financial difficulties of the borrower or inadequate
cash flow from the security property.
At December 31, 1999, 1998 and 1997, delinquencies in the Bank's
loan portfolio were as follows:
<TABLE>
<CAPTION>
At December 31, 1999 At December 31, 1998
-------------------------------- ---------------------------------
60-89 Days 90 Days or More 60-89 Days 90 Days or More
---------------- --------------- ---------------- ----------------
Number Principal Number Principal Number Principal Number Principal
of Balance of Balance of Balance of Balance
Loans of Loans Loans of Loans Loans of Loans Loans of Loans
------ -------- ------ --------- ------ -------- ------ ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
One- to four-family 28 $ 991 31 $ 3,485 50 $ 5,201 40 $ 3,843
Multi-family - - 2 1,139 2 591 - -
Commercial - - 5 1,365 2 306 7 2,175
Cooperative 11 36 10 384 - - 26 303
Construction and
land loans - - - - - - - -
Other loans 30 104 52 621 94 1,177 47 207
-- ------ --- ------ --- ------ --- ------
Total loans 69 $ 1,131 100 $ 6,994 148 $ 7,275 120 $ 6,528
== ====== === ====== === ====== === ======
Delinquent loans
to total loans (1) 0.06% 0.39% 0.56% 0.50%
==== ==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
At December 31, 1997
---------------------------------
60-89 Days 90 Days or More
---------------- ----------------
Number Principal Number Principal
of Balance of Balance
Loans of Loans Loans of Loans
------ --------- ------ ---------
(Dollars in thousands)
<S> <C> <C> <C> <C>
One- to four-family 8 $ 1,339 42 $ 3,534
Multi-family - - 9 2,362
Commercial 1 33 9 3,305
Cooperative 3 128 8 699
Construction and
land loans - - 1 100
Other loans 26 452 19 396
--- ------ --- ------
Total loans 38 $ 1,952 88 $10,396
=== ====== === ======
Delinquent loans
to total loans (1) 0.17% 0.90%
==== ====
</TABLE>
(1) Restructured loans that have become seasoned for the
required six month period and are currently performing in
accordance with their restructured terms are not included in
delinquent loans. There were no restructured loans included in
14
<PAGE>
loans delinquent 90 days or more at December 31, 1999. At
December 31, 1998, there was 1 restructured loan for $183,000
that was included in loans delinquent 90 days or more because it
had not yet performed in accordance with its modified terms for
the required six-month seasoning period.
NON-PERFORMING ASSETS. The Bank does not accrue interest on
loans 90 days past due and restructured loans that have not yet
performed in accordance with their modified terms for at least
six months. If non-accrual loans had been performing in
accordance with their original terms, the Bank would have
recorded interest income from such loans of approximately
$468,000, $425,000 and $736,000 for the years ended December 31,
1999, 1998 and 1997, respectively, compared to $144,000, $117,000
and $146,000, which was recognized on non-accrual loans for such
periods, respectively. If all restructured loans, as of December
31, 1999, 1998 and 1997, had been performing in accordance with
their original loan terms (prior to being restructured), the Bank
would have recognized interest income from such loans of
approximately $180,000, $396,000 and $197,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. 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 REO.
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Non-accrual mortgage loans $ 6,373 $ 6,321 $ 10,000 $ 10,358 $ 9,116
Restructured mortgage loans 717 1,857 2,136 3,160 7,072
Non-accrual other loans 621 207 396 375 689
------- ------- ------- ------- -------
Total non-performing loans 7,711 8,385 12,532 13,893 16,877
Real estate owned, net of
related reserves 324 200 455 1,038 2,033
------- ------- ------- ------- -------
Total non-performing assets $ 8,035 $ 8,585 $ 12,987 $ 14,931 $ 18,910
======= ======= ======= ======= =======
Non-performing loans to total loans 0.42% 0.64% 1.09% 1.64% 2.97%
Non-performing assets to total assets 0.27 0.36 0.66 0.94 1.28
Non-performing loans to total assets 0.26 0.35 0.63 0.88 1.15
</TABLE>
ALLOWANCES FOR LOAN AND REO LOSSES
The allowance for loan losses ("ALL") is increased by charges to
income and decreased by charge-offs (net of recoveries). The
Bank's ALL is comprised of four major categories corresponding to
a specific loan type as disclosed on page 18. In determining
each of the corresponding portions of the ALL, as well as the
overall ALL, in accordance with generally accepted accounting
principles, the Bank's policies and procedures consider two major
15
<PAGE>
elements: (1) determining and measuring loan impairment under
SFAS No. 114, "Accounting by Creditors for Impairment of a Loan,"
and (2) determining and measuring impairment by applying
historical loss rates to loan categories under SFAS No. 5,
"Accounting for Contingencies."
Under SFAS No. 114 the overall loan portfolio is evaluated and,
for loans considered impaired, related reserves are identified
and calculated in accordance with SFAS No. 114. At December 31,
1999 the SFAS No. 114 portion of the ALL was estimated at $78
thousand. Loans not individually evaluated for impairment under
SFAS No. 114, as well as the loans which are individually
evaluated under SFAS No. 114, but not considered impaired, are
grouped with other loans which share similar characteristics for
impairment evaluation under SFAS No. 5.
Under SFAS No. 5, loans with similar characteristics are grouped
by loan type, past due status and risk and are evaluated for
collectibility. Based on the historical loss rates and other
factors contributing to the overall loss experience, each
category is assigned a risk weighting which generally ranges from
50 to 100 basis points. Additional considerations in determining
the risk weighting is given to qualitative factors such as
economic conditions and business environment and strategy, which
may result in additional basis points being applied to a
particular category of loans. At December 31, 1999, the SFAS No.
5 element of the ALL was estimated at $16.6 million.
During the five years ended December 31, 1999, the allowance for
loan losses as a percentage of non-performing loans increased
steadily to 216.56% at December 31, 1999. The increase is a
direct result of the steady decline in non-performing loans
during that five year period. Non-performing loans as a
percentage of total loans declined steadily from 2.97% at
December 31, 1995 to 0.42% at December 31, 1999. The decline is
due to the decrease in non-performing loans, as well as an
increase in total loans.
The Bank's provision for loan losses has remained relatively
stable over the last five years. Specifically, the Bank made
provisions for loan losses of $3.6 million, $2.7 million, $2.8
million, $3.1 million and $2.8 million for December 31, 1999,
1998, 1997, 1996 and 1995, respectively.
The Bank will continue to monitor and modify its allowances for
loan and REO losses as conditions dictate. Although the Bank
maintains its allowances at levels that it considers adequate to
provide for probable losses, there can be no assurance that such
losses will not exceed the estimated amounts.
16
<PAGE>
The following table sets forth the changes in the Bank's
allowance for loan losses at the dates indicated.
<TABLE>
<CAPTION>
At or For the Years Ended December 31,
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance at beginning of year $13,978 $12,528 $10,704 $ 8,573 $10,847
Charge-offs:
One- to four-family (314) (435) (964) (771) (472)
Cooperative (34) (256) (370) (524) (2,142)
Multi-family - (708) - (30) (1,299)
Non-residential and other (1,002) (935) (352) (560) (1,541)
------ ------ ------ ------ ------
Total charge-offs (1,350) (2,334) (1,686) (1,885) (5,454)
Recoveries 446 1,119 760 891 405
------ ------ ------ ------ ------
Net charge-offs (904) (1,215) (926) (994) (5,049)
Provision for loan losses 3,625 2,665 2,750 3,125 2,775
------ ------ ------ ------ ------
Balance at end of year $16,699 $13,978 $12,528 $10,704 $ 8,573
====== ====== ====== ====== ======
Ratio of net charge-offs during
the year to average loans out-
standing during the year 0.06% 0.09% 0.09% 0.15% 0.93%
Ratio of allowance for loan
losses to total loans at
the end of year (1) 0.92 1.07 1.09 1.26 1.51
Ratio of allowance for loan
losses to non-performing loans
at the end of the year (2) 216.56 166.70 99.97 77.05 50.80
</TABLE>
(1) The steady decline in the ratio of allowance for loan losses
to total loans is attributable to a decline in non-performing
loans as previously mentioned coupled with growth in the Bank's
total loans outstanding.
(2) The ratio of allowance for loan losses to non-performing
loans has increased significantly over the last five years as
non-performing loans have declined.
17
<PAGE>
The following table sets forth the Bank's allocation of its
allowance for loan losses to the total amount of loans in each of
the categories listed.
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
% of % of % of % of % of
Loans in Loans in Loans in Loans in Loans in
Category Category Category Category Category
to Total to Total to Total to Total to Total
Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
------ -------- ------ -------- ------ -------- ------ -------- ------ --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage loans:
Residential (1) $12,112 89.08% $10,139 84.62% $7,039 84.09% $5,929 80.40% $3,838 72.67%
Commercial 4,372 9.30 3,579 12.51 5,201 12.91 4,340 15.08 4,175 19.48
Construction - 0.18 - 0.21 - 0.20 - 0.50 69 1.00
Other loans 215 1.44 260 2.66 288 2.80 435 4.02 491 6.85
------ ------ ------ ------ ----- ------ ------ ------ ------ ------
Total allowance for
loan losses (2) $16,699 100.00% $13,978 100.00% $12,528 100.00% $10,704 100.00% $8,573 100.00%
====== ====== ====== ====== ===== ====== ====== ====== ====== ======
</TABLE>
(1) Includes one- to four-family, multi-family and cooperative
loans.
(2) In order to comply with certain regulatory reporting
requirements, management has prepared the above allocation of the
Bank's allowance for loan losses among various categories of the
loan portfolio for each of the years in the five-year period
ended December 31, 1999. In management's opinion, such
allocation has, at best, a limited utility. It is based on
management's assessment as of a given point in time of the risk
characteristics of each of the component parts of the total loan
portfolio and is subject to changes as and when the risk factors
of each such component change. Such allocation is not indicative
of either the specific amounts or the loan categories in which
future charge-offs may be taken, nor should it be taken as an
indicator of future loss trends. In addition, by presenting such
allocation, management does not mean to imply that the allocation
is exact or that the allowance has been precisely determined from
such allocation.
INVESTMENT ACTIVITIES
The investment policy of the Bank, which is established by the
Board of Directors and implemented by the Bank's Asset/Liability
Committee ("ALCO"), is designed primarily to provide and maintain
liquidity, to generate a favorable return on investments without
incurring undue interest rate and credit risks, and to complement
the Bank's lending activities. Federally chartered savings
institutions have the authority to invest in various types of
liquid assets, including U.S. Treasury obligations, securities of
various federal agencies, certain certificates of deposit of
18
<PAGE>
insured banks and savings institutions, certain bankers'
acceptances, repurchase agreements and federal funds. Subject to
various restrictions, federally chartered savings institutions
may also invest their assets in commercial paper, investment
grade corporate debt securities and mutual funds whose assets
conform to the investments that a federally chartered savings
institution is otherwise authorized to make directly.
Additionally, the Bank must maintain minimum levels of
investments that qualify as liquid assets under OTS regulations.
See "Regulation and Supervision-Federal Savings Institution
Regulation-Liquidity." Historically, the Bank has maintained
liquid assets above the minimum OTS requirements and at a level
believed to be adequate to meet its normal daily activities. At
December 31, 1999, the Bank had money market investments and debt
and equity securities available for sale with aggregate carrying
amounts of $1.2 million and $195.4 million, respectively.
On June 30, 1998, the Company transferred the then remaining
$138.2 million of MBSs and $45.4 million of debt securities held
to maturity to securities available for sale ("AFS"). The
transfer was done to enhance liquidity and take advantage of
market opportunities. At December 31, 1999, the securities AFS
portfolio totaled $937.3 million, of which $184.5 million were
adjustable-rate securities and $752.8 million were fixed-rate
securities.
The following table sets forth certain information regarding the
carrying and market values of the Company's money market
investments, debt and equity securities and FHLB-NY stock at the
dates indicated:
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997
------ ------ ------
Carrying Market Carrying Market Carrying Market
Value Value Value Value Value Value
-------- ------ -------- ------ ------- ------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Debt and Equity Securities:
U.S. Government and
agency obligations $ 92,142 $ 92,142 $ 77,705 $ 77,705 $135,672 $135,715
Corporate debt securities 93,798 93,798 19,684 19,684 45,390 45,315
Preferred stock 9,453 9,453 11,590 11,590 4,123 4,123
------- ------- ------- ------- ------- -------
Subtotal 195,393 195,393 108,979 108,979 185,185(1) 185,153(1)
------- ------- ------- ------- ------- -------
Federal Funds sold - - - - - -
FHLB-NY stock 27,865 27,865 21,990 21,990 12,885 12,885
Money market investments 1,238 1,238 1,720 1,720 4,561 4,561
------- ------- ------- ------- ------- -------
Total $224,496 224,496 $132,689 $132,689 $202,631 $202,599
======= ======= ======= ======= ======= =======
</TABLE>
(1) Includes debt and equity securities held to maturity at
December 31, 1997, with a carrying value and market value of
$66.4 million.
19
<PAGE>
The table below sets forth certain information regarding the
carrying value, weighted average yields and maturities of the
Company's money market investments and debt and equity securities
at December 31, 1999.
<TABLE>
<CAPTION>
At December 31, 1999
----------------------------------------------------------------------------------------------------------------
Total Money Market Investments
More than More than Five and Debt and Equity Securities
One Year or Less One to Five Years to Ten Years Due After 10 Years ---------------------------------------
----------------- ----------------- --------------- ------------------ Average
Weighted Weighted Weighted Weighted Remaining Estimated Weighted
Carrying Average Carrying Average Carrying Average Carrying Average Years to Carrying Fair Average
Value Yield Value Yield Value Yield Value Yield Maturity Value Value Yield
-------- -------- -------- -------- -------- -------- -------- -------- --------- -------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Government
securities and
agency
obligations $ 15 8.13% $ 38,665 5.59% $ 22,803 6.00% $ 30,659 7.60 10.3 $ 92,142 $ 92,142 6.36%
Corporate debt
securities - - 19,943 7.50 - - 73,855 7.85 23.9 93,798 93,798 7.78
Money market
investments 1,238 4.08 - - - - - - - 1,238 1,238 -
------- ------- ------- ------- ------- -------
Total $ 1,253 4.13% $ 58,608 6.24% $ 22,803 6.00% $104,514 7.78% 17.1 $187,178 $187,178 7.06%
======= ======= ======= =======
Preferred Stock $ 9,453 $ 9,453 5.00%
FHLB-NY stock $ 27,865 $ 27,865 7.00%
------- -------
Total 224,496 224,496
======= =======
</TABLE>
20
<PAGE>
MORTGAGE-BACKED SECURITIES
The Bank also invests in mortgage-backed securities ("MBSs"). At
December 31, 1999, total MBSs, net, aggregated $741.9 million, or
25.0% of total assets. At December 31, 1999, 42.8% of the MBS
portfolio, including Collateralized Mortgage Obligations ("CMOs")
and Real Estate Mortgage Investment Conduits ("REMICs"), were
insured or guaranteed by either FNMA, FHLMC or the Government
National Mortgage Association ("GNMA"). At December 31, 1999,
$184.5 million, or 24.9% of total MBSs were adjustable-rate and
$557.4 million, or 75.1% of total MBSs were fixed-rate.
The following table sets forth the carrying amount of the
Company's MBS portfolio in dollar amounts and in percentages at
the dates indicated.
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997
------ ------ ------
Percent Percent Percent
Carrying of Carrying of Carrying of
Value Total Value Total Value Total
-------- ------- -------- ------- -------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
MBSs(1):
CMOs and REMICS - Agency-backed(2) $164,272 22.14% $106,552 13.66% $174,707 32.14%
CMOs and REMICS - Non-agency(2) 424,709 57.25 442,352 56.69 169,480 31.17
FHLMC 32,509 4.38 52,167 6.69 91,110 16.76
FNMA 120,178 16.20 178,767 22.91 107,377 19.75
GNMA 238 0.03 434 0.05 982 0.18
------- ------ ------- ------ ------- ------
Net MBSs $741,906 100.00% $780,272 100.00% $543,656 100.00%
======= ====== ======= ====== ======= ======
</TABLE>
(1) Includes MBSs held to maturity at December 31, 1997, with an
aggregate carrying value of $163.1 million and an aggregate fair
value of $163.3 million.
(2) Included in total MBSs are CMOs and REMICs, which, at
December 31, 1999, had a gross carrying value of $589.0 million.
A CMO is a special type of pass-through debt in which the stream
of principal and interest payments on the underlying mortgages or
MBSs is used to create classes with different maturities and, in
some cases, amortization schedules, as well as a residual
interest, with each such class possessing different risk
characteristics. The Bank has in recent periods increased its
investment in REMICs and CMOs because these securities generally
exhibit a more predictable cash flow than mortgage pass-through
securities. The Bank's policy is to limit its purchases of
REMICs to non high-risk securities as defined by the OTS.
21
<PAGE>
The following tables set forth certain information regarding the
carrying and market values and percentage of total carrying
values of the Bank's mortgage-backed and related securities
portfolio.
<TABLE>
<CAPTION>
At December 31,
1999 1998 1997
------ ------ ------
Carrying % of Market Carrying % of Market Carrying % of Market
Value Total Value Value Total Value Value Total Value
-------- ----- ------ -------- ----- ------ -------- ----- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Held to maturity:
MBSs:
FHLMC $ - - % $ - $ - - $ - $ 27,472 5.05% $ 27,769
FNMA - - - - - - 61,492 11.31 61,093
------- ----- ------- ------- ----- ------- ------- ----- -------
Total MBSs - - - - - - 88,964 16.36 88,862
------- ----- ------- ------- ----- ------- ------- ----- -------
Mortgage-related securities:
CMOs and REMICS-Agency
backed - - - - - - 21,217 3.90 21,101
CMOs and REMICS-
Non-agency - - - - - - 52,876 9.73 53,363
------- ----- ------- ------- ----- ------- ------- ----- -------
Total mortgage-related
securities - - - - - - 74,093 13.63 74,464
------- ----- ------- ------- ----- ------- ------- ----- -------
Total mortgage-backed and
related securities
held to maturity - - - - - - 163,057 29.99 163,326
------- ----- ------- ------- ----- ------- ------- ----- -------
Available for sale:
MBSs:
GNMA 238 0.03 238 434 0.05 434 982 0.18 982
FHLMC 32,509 4.38 32,509 52,167 6.69 52,167 63,638 11.71 63,638
FNMA 120,178 16.20 120,178 178,767 22.91 178,767 45,885 8.44 45,885
------- ----- ------- ------- ----- ------- ------- ----- -------
Total MBSs 152,925 20.61 152,925 231,368 29.65 231,368 110,505 20.33 110,505
------- ----- ------- ------- ----- ------- ------- ----- -------
Mortgage-related securities:
CMOs and REMICs-Agency
backed 164,272 22.14 164,272 106,552 13.66 106,552 153,490 28.23 153,490
CMOs and REMICs-
Non-agency 424,709 57.25 424,709 442,352 56.69 442,352 116,604 21.45 116,604
------- ----- ------- ------- ----- ------- ------- ----- -------
Total mortgage-related
securities 588,981 79.39 588,981 548,904 70.35 548,904 270,094 49.68 270,094
------- ------ ------- ------- ----- ------- ------- ----- -------
Total mortgage-backed
and mortgage-related
securities available
for sale 741,906 100.00 741,906 780,272 100.00 780,272 380,599 70.01 380,599
------- ------ ------- ------- ----- ------- ------- ----- -------
Total mortgage-backed and
related securities $741,906 100.00% $741,906 $780,272 100.00% $780,272 $543,656 100.00% $543,925
======= ====== ======= ======= ====== ======= ======= ====== =======
</TABLE>
22
<PAGE>
The table below sets forth certain information regarding the
carrying value, weighted average yields and maturities of the
Company's mortgage-backed and related securities at December
31, 1999.
<TABLE>
<CAPTION>
At December 31, 1999
Over One to Over Five to Mortgage-Backed
One Year or Less Five Years Ten Years Over Ten Years and Related Securities Totals
---------------- ----------- ------------ -------------- -----------------------------
Average
Weighted Weighted Weighted Weighted Remaining Estimated Weighted
Carrying Average Carrying Average Carrying Average Carrying Average Years to Carrying Market Average
Value Yield Value Yield Value Yield Value Yield Maturity Value Value Yield
-------- -------- -------- -------- -------- -------- -------- -------- --------- -------- --------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Available for sale:
FNMA $ - - % $ 3,014 6.00% $ 4,912 6.21% $112,252 6.71% 18 $120,178 $120,178 6.68%
FHLMC - - 3,331 6.85 3,813 7.64 25,365 6.96 21 32,509 32,509 7.03
GNMA - - - - - - 238 6.88 24 238 238 6.88
CMOs and REMICs 12,084 6.81 - - 15,028 6.65 561,869 6.44 26 588,981 588,981 6.45
------ ---- ------ ---- ------ ---- ------- ---- ---- ------- ------- ----
Total mortgage-
backed and
related
securities $12,084 6.81 $ 6,345 6.45% $23,753 6.72% $699,724 6.50% 24 $741,906 $741,906 6.51%
====== ==== ====== ==== ====== ==== ======= ==== ==== ======= ======= ====
</TABLE>
At December 31, 1999, the weighted average contractual maturity
of the Bank's mortgage-backed and related securities portfolio
was 24.5 years.
23
<PAGE>
The following table shows the carrying value, maturity or period
to repricing of the Company's mortgage-backed and related
securities portfolio at December 31, 1999.
<TABLE>
<CAPTION>
At December 31, 1999
Total
Adjustable Fixed- Adjust- Mortgage-
Rate Rate able Backed
Fixed-Rate MBSs & CMOs & Rate and Related
MBSs REMICs REMICs CMOs Securities
---------- ---------- ------ ---- -----------
(In thousands)
<S> <C> <C> <C> <C> <C>
Amounts due or repricing:
Within one year $ - $ 38,962 $ - $140,812 $179,774
------- ------- ------ ------- -------
After one year:
One to three years 19 - 12,770 - 12,789
Three to five years 6,532 - - - 6,532
Five to 10 years 8,987 - - - 8,987
10 to 20 years 58,922 - 12,582 - 71,504
Over 20 years 43,751 - 452,012 - 495,763
------- ------- ------- ------- -------
Total due or repricing
after one year 118,211 - 477,364 - 595,575
------- ------- ------- ------- -------
Total
Adjusted for:
Unrealized gain(loss) (4,510) 360 (28,618) (675) (33,443)
------- ------- ------- ------- -------
Total mortgage-backed and
related securities $113,701 $ 39,322 $448,746 $140,137 $741,906
======= ======= ======= ======= =======
</TABLE>
24
<PAGE>
The following table sets forth the carrying value and the
activity in the Company's mortgage-backed and related securities
portfolio during the periods indicated.
<TABLE>
<CAPTION>
For the Years Ended December 31,
1999 1998 1997
------ ------ ------
(In thousands)
<S> <C> <C> <C>
Mortgage-backed and related
securities:
At beginning of period $780,272 $543,656 $421,964
Loans securitized - 105,691 -
MBSs purchased - - 56,941
MBSs sold - (6,618) (18,932)
CMOs and REMICs purchased 403,658 687,923 365,002
CMOs and REMICs sold (156,203) (349,464) (206,901)
Amortization and repayments (250,264) (199,636) (76,771)
Change in unrealized gain (loss) (35,557) (1,280) 2,353
-------- ------- -------
Balance of mortgage-backed and
related securities at end
of period $741,906 $780,272 $543,656(1)
======= ======= =======
</TABLE>
(1) Includes mortgage-backed and related securities held to
maturity at December 31, 1997, with a carrying amount and fair
value of $163.1 million and $163.3 million, respectively.
The Banks ALCO Committee determines when to make substantial
changes in the MBS portfolio. In 1999, the Company purchased
$403.7 million of CMOs and REMICs, of which $55.2 million were
adjustable-rate and $348.4 million were fixed-rate securities.
During 1999, the Bank continued to emphasize MBSs reflecting
management's strategy to improve duration and yield of the AFS
portfolio. At December 31, 1999, $152.9 million, or 20.6% of the
Bank's MBS portfolio, was directly insured or guaranteed by the
FNMA, FHLMC or GNMA. FNMA and FHLMC provide the certificate
holder a guarantee of timely payments of interest and scheduled
principal payments, whether or not they have been collected. The
GNMA MBSs provide a guarantee to the holder of timely payments of
principal and interest and are backed by the full faith and
credit of the U.S. Government. The privately-issued CMOs and
REMICs contained in the Bank's AFS portfolio at December 31, 1999
totaling $589.0 million, or 79.4% of MBSs have generally been
underwritten by large investment banking firms with the timely
payment of principal and interest on these securities supported
(credit enhanced) in varying degrees by either insurance issued
by a financial guarantee insurer, letters of credit or
25
<PAGE>
subordination techniques. Substantially all such securities are
rated AAA by one or more of the nationally recognized securities
rating agencies.
MBSs generally yield less than the loans that underlie such
securities, because of the cost of payment guarantees or credit
enhancements that result in nominal credit risk. The MBS
portfolio had a weighted average yield of 6.51% for the year
ended December 31, 1999. In addition, MBSs are more liquid than
individual mortgage loans and may be used to collateralize
obligations of the Bank. In general, MBSs issued or guaranteed
by FNMA and FHLMC and certain AA-rated mortgage-backed pass-
through securities are weighted at no more than 20% for risk-
based capital purposes, and MBSs issued or guaranteed by GNMA are
weighted at 0% for risk-based capital purposes, compared to an
assigned risk weighting of 50% to 100% for whole residential
mortgage loans. These types of securities thus allow the Bank to
optimize regulatory capital to a greater extent than non-
securitized whole loans.
SOURCES OF FUNDS
GENERAL. Deposits, loan, mortgage-backed and debt securities
repayments, retained earnings and, to a lesser extent, FHLB
advances are the primary source of the Company's and the Bank's
funds for use in lending, investing and for other general
purposes.
DEPOSITS. The Bank offers a variety of deposit accounts having a
range of interest rates and terms. The Bank's deposits consist
of savings, NOW, checking, money market and certificate accounts.
The flow of deposits is influenced significantly by general
economic conditions, changes in money market rates, prevailing
interest rates and competition.
During 1996, the Bank implemented its in-store banking program.
During September of 1996, the Bank and Pathmark Stores, Inc.
entered into a fifteen year contract to open approximately 44
full-service bank branches in Pathmark supermarkets then existing
in New York by early 1999. The contract also provides that the
Bank will open a branch in all new Pathmark supermarkets that
open in the counties of New York (excluding one store in New York
City), Bronx, Queens, Kings, Richmond, Nassau, Suffolk,
Westchester and Rockland. By the end of 1996, the Bank had
opened four in-store branches with deposits totaling $12.1
million.
During 1998, the Bank opened twenty-eight in-store branches
resulting in a total of thirty-two locations at December 31, 1998
with deposits totaling $157.2 million. During 1999, the Bank
opened an additional six in-store branches resulting in a total
26
<PAGE>
of sixty-three locations at December 31, 1999 with deposits
totaling $842.3 million. The in-store branches are located in
the New York City boroughs of Queens, Brooklyn, Manhattan and
Staten Island, the New York counties of Nassau, Suffolk, Rockland
and Westchester and in New Jersey and Connecticut. At December
31, 1999, the Bank had 39 branches in Pathmark Stores, Inc., 15
in ShopRite Supermarket, Inc., 5 in Edward Super Food Stores, 2
in Big Y Food Stores, 1 in Shaws and 1 mini-branch in The Grand
Union Co. Core deposits equaled 46.7% of total in-store branch
deposits, compared to 44.1% in traditional branches. Overall
core deposits represented 45.4% of total deposits at December 31,
1999 compared to 47.7% at December 31, 1998. The Bank believes
that in-store branching is a cost-effective way to extend its
franchise and put its sales force in touch with a significant
number of prospective customers. The branches are open seven
days a week and provide a broad range of traditional banking
services, as well as the full package of financial services
offered by CFS Investments, Inc. ("CFSI"). The Bank has
established a relationship with ShopRite Stores under which the
Bank has the right to open in-store branches in all new or
renovated ShopRite Stores in New Jersey and Connecticut. In
2000, the Bank anticipates opening one additional in-store branch
in a new Pathmark location. Pathmark, has, however, announced
that it recently initiated discussions with its bondholders
toward developing consensual restructuring plan to reduce its
debt. The restructuring could take a variety of forms,
including, without limitation, a consensual out-of-court
restructuring of Pathmark or an in-court restructuring under a
bankruptcy proceeding. If, as part of any restructuring,
Pathmark sells a supermarket where the Bank operates a branch,
the sale would be subject to the Bank's license related to that
supermarket. If Pathmark closes a supermarket where the Bank
operates a branch, the license would be subject to termination,
and the Bank would be entitled to, among other things, a rebate
of some of the costs it incurred to open the branch. Management
cannot predict to what extent any restructuring of Pathmark will
affect the Bank's in-store branches.
The Bank's deposits are obtained primarily from the areas in
which its branch offices are located. The Bank relies primarily
on customer service and long-standing relationships with
customers to attract and retain these deposits. Certificate
accounts in excess of $100,000 are not actively solicited by the
Bank nor does the Bank use brokers to obtain deposits. During
1999, the Bank continued to offer competitive rates without
jeopardizing the value of existing core deposits. During 1997,
the Bank experienced a shift in deposits from certificate of
deposit accounts into savings and checking accounts which
continued in 1998. However, during the second half of 1999
market interest rates increased, therefore, certificates of
deposit increased from 52.3% of total deposits at December 31,
27
<PAGE>
1998 to 54.6% of total deposits at December 31, 1999. During
1998, the Bank introduced a "Liquid Asset" savings account in all
in-store branches which pays the account holder a fixed-rate of
interest in the first year on account balances of $2,500 or more.
The Liquid Asset account currently pays 4.25% for the first year.
The Company has been able to maintain a substantial level of core
deposits which the Company believes helps to limit interest rate
risk by providing a relatively stable, low cost long-term funding
base. The Company expects to attract a higher percentage of core
deposits from its in-store branch locations as these locations
continue to grow and mature.
The following table presents the deposit activity of the Bank for
the periods indicated.
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
------ ------ ------
(In thousands)
<S> <C> <C> <C>
Deposits $7,667,241 $5,753,644 $3,208,355
Withdrawals 7,380,765 5,458,274 3,031,457
--------- --------- ---------
Net deposits 286,476 295,370 176,898
Interest credited on deposits 71,427 62,328 50,326
--------- --------- ---------
Total increase in deposits $ 357,903 $ 357,698 $ 227,224
========= ========= =========
</TABLE>
Time deposits by maturity at December 31, 1999 over $100,000 are
as follows:
Maturity Period Amount
--------------- ------
(In thousands)
Three months or less $27,007
Over three through six months 36,213
Over six through 12 months 34,653
Over 12 months 15,927
-------
Total $113,800
=======
28
<PAGE>
The following table sets forth the distribution of the Bank's
deposit accounts for the periods indicated and the weighted
average nominal interest rates for each category of deposits
presented.
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
------ ------ ------
Percent Weighted Percent Weighted Percent Weighted
of Average of Average of Average
Average Total Nominal Average Total Nominal Average Total Nominal
Balance Deposits Rate Balance Deposits Rate Balance Deposits Rate
------- -------- ------ ------- -------- ------ ------- -------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Savings accounts $626,428 32.77% 3.14% $441,759 28.22% 2.81% $371,872 30.01% 2.51%
Checking accounts 239,614 12.53 0.70 187,297 11.96 0.73 134,546 10.86 1.31
------- ----- ---- ------- ----- ----- ------- ----- -----
Total savings and checking
accounts 866,042 45.30 2.46 629,056 40.18 2.19 506,418 40.87 2.07
------- ----- ---- ------- ----- ----- ------- ----- -----
Money market accounts 57,132 2.99 3.21 57,597 3.68 3.54 54,107 4.37 3.37
------- ----- ---- ------- ----- ----- ------- ----- -----
Certificate accounts:
91 days 5,022 0.26 3.40 5,620 0.36 3.87 5,799 0.47 3.83
6 months 192,686 10.09 4.91 164,647 10.52 5.33 85,558 6.90 5.37
7 months 9,062 0.47 4.14 4,519 0.29 3.93 13,116 1.06 5.26
One year 508,995 26.63 5.26 382,497 24.43 5.62 265,891 21.45 5.69
13 months 59,361 3.10 5.15 27,514 1.76 5.53 21,314 1.72 5.79
18 months 9,050 0.47 4.50 33,985 2.17 5.77 34,321 2.77 5.79
2 to 4 years 115,928 6.06 5.63 160,667 10.26 5.99 145,081 11.71 6.04
Five years 82,684 4.32 6.22 93,898 5.99 6.23 101,972 8.23 6.23
7 to 10 years 5,831 0.31 6.31 5,644 0.36 6.31 5,547 0.45 6.31
--------- ------ ---- -------- ------ ---- ------- ------ ----
Total certificate accounts 988,619 51.71 5.29 878,991 56.14 5.68 678,599 54.76 5.79
--------- ------ ---- --------- ------ ---- --------- ------ ----
Total deposits $1,911,793 100.00% 3.95% $1,565,644 100.00% 4.20% $1,239,124 100.00% 4.16%
========= ====== ==== ========= ====== ==== ========= ====== ====
</TABLE>
<PAGE>
The following table presents, by various rate categories, the
amount of certificate accounts outstanding at December 31, 1999,
1998 and 1997 and the periods to maturity of the certificate
accounts outstanding at December 31, 1999.
<TABLE>
<CAPTION>
Period of Maturity from December 31, 1999
-----------------------------------------
Within One to Two to Over
At December 31, One Two Three Three
1999 1998 1997 Year Years Years Years Total
------ ------ ------ ------ ------ ------ ----- -------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Certificate accounts:
3.99% or less $ 34,563 $ 31,712 $ 6,682 $ 24,581 $ 4,973 $ 732 $ 4,277 $ 34,563
4.00% to 4.99% 78,062 131,330 6,942 74,311 2,916 393 442 78,062
5.00% to 5.99% 911,169 610,219 548,849 835,255 61,808 2,036 12,070 911,169
6.00% to 6.99% 107,204 123,436 211,302 37,513 23,800 41,943 3,948 107,204
7.00% to 7.99% 4,435 5,052 7,808 4,435 - - - 4,435
--------- ------- ------- ------- ------- ------ ------ ---------
Total $1,135,433 $901,749 $781,583 $976,095 $93,497 $45,104 $20,737 $1,135,433
========= ======= ======= ======= ======= ====== ====== =========
</TABLE>
29
<PAGE>
BORROWINGS
Although deposits are the Bank's primary source of funds, the
Bank has from time to time utilized borrowed funds as an
alternative or less costly source of funds. The Bank's primary
source of borrowed funds is advances from the FHLB-NY. These
advances are collateralized by the capital stock of the FHLB-NY
held by the Bank and certain of the Bank's MBSs. See "Regulation
and Supervision-Federal Home Loan Bank System." Such advances
are made pursuant to several different credit programs, each of
which has its own interest rate and range of maturities. The
maximum amount that the FHLB-NY will advance to member
institutions, including the Bank, for purposes other than meeting
withdrawals, fluctuates from time to time in accordance with the
policies of the OTS and the FHLB-NY. At December 31, 1999, the
Bank had $537.0 million of advances outstanding from the FHLB-NY.
In addition, the Bank may, from time to time, enter into sales of
securities under agreements to repurchase ("reverse repurchase
agreements") with terms generally up to 30 days with nationally
recognized investment banking firms. Reverse repurchase
agreements are accounted for as borrowed funds by the Bank and
are secured by designated securities. The proceeds of these
transactions are used to meet cash flow or asset/liability needs
of the Bank. At December 31, 1999, the Bank had $160.8 million
of reverse repurchase agreements outstanding.
On February 12, 1997, Haven Capital Trust I ("Trust I"), a trust
formed under the laws of the State of Delaware, issued $25.0
million of 10.46% capital securities. The Company is the owner
of all the beneficial interests represented by common securities
of Trust I. Trust I used the proceeds from the sale of capital
securities and the common securities to purchase the Company's
10.46% junior subordinated deferrable interest debentures due in
2027. See Note 9 of Notes to Consolidated Financial Statements
in the Registrant's 1999 Annual Report to Stockholders on page 35
which is incorporated herein by reference.
On May 26, 1999, Haven Capital Trust II, a trust formed under the
laws of the State of Delaware ("Trust II"), issued $22.0 million
of 10.25% capital securities. On June 18, 1999, an additional
$3.3 million of capital securities were issued in connection with
the exercise of the over-allotment option by the underwriters.
The Company is the owner of all of the beneficial interests
represented by common securities of the Trust II. The Trust II
used the proceeds from the sale of the capital securities and the
common securities to purchase the Company's 10.25% junior
subordinated deferrable interest debentures due in 2029. See
Note 9 of the Notes to Consolidated Financial Statements in the
Registrant's 1999 Annual Report to Stockholders on page 35 which
is incorporated herein by reference.
30
<PAGE>
The Bank has an ESOP loan from an unrelated third party lender
with an outstanding balance of $1.2 million and an interest rate
of 7.81% at December 31, 1999. See Note 12 of Notes to
Consolidated Financial Statements in the Registrant's 1999 Annual
Report to Stockholders on page 40 which is incorporated herein by
reference. The loan, as amended on December 29, 1995, is payable
in thirty-two equal quarterly installments beginning December
1995 through September 2003. The loan bears interest at a
floating rate based on the federal funds rate plus 250 basis
points.
31
<PAGE>
The following table sets forth certain information regarding
borrowed funds for the dates indicated:
<TABLE>
<CAPTION>
At or For the Years Ended December 31,
1999 1998 1997
------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C>
FHLB-NY Advances:
Average balance outstanding $445,926 $301,557 $191,550
Maximum amount outstanding at any
month-end during the period 537,000 431,000 247,000
Balance outstanding at end of period 537,000 325,200 247,000
Weighted average interest rate
during the period 5.28% 5.19% 5.69%
Weighted average interest rate
at end of period 5.42% 5.13% 5.86%
Securities Sold under Agreements to
Repurchase:
Average balance outstanding $180,298 $142,348 $172,310
Maximum amount outstanding at any
month-end during the period 242,429 191,291 229,280
Balance outstanding at end of period 160,786 88,690 193,028
Weighted average interest rate
during the period 5.40% 5.71% 5.68%
Weighted average interest rate
at end of period 6.42% 5.50% 5.94%
Other Borrowings (1):
Average balance outstanding $ 41,029 $ 26,626 $ 25,231
Maximum amount outstanding at any
month-end during the period 51,543 26,766 30,120
Balance outstanding at end of period 51,446 26,456 26,766
Weighted average interest rate
during the period 10.35% 10.32% 8.15%
Weighted average interest rate
at end of period 10.24% 10.20% 10.29%
Total Borrowings:
Average balance outstanding $667,253 $470,531 $389,091
Maximum amount outstanding at any
month-end during the period 780,478 649,057 466,794
Balance outstanding at end of period 749,232 440,346 466,794
Weighted average interest rate
during the period 5.61% 5.95% 5.86%
Weighted average interest rate
at end of period 5.97% 5.51% 6.15%
</TABLE>
(1) Includes the CMO, ESOP loan and Capital Securities issued by
Haven Capital Trust I and Haven Capital Trust II.
32
<PAGE>
SUBSIDIARY ACTIVITIES
COLUMBIA RESOURCES CORP ("Columbia Resources"). Columbia
Resources is a wholly owned subsidiary of the Bank and was formed
in 1984 for the sole purpose of acting as a conduit for a
partnership to acquire and develop a parcel of property in New
York City. Columbia Resources acquired the property, but never
developed it. The property was later sold. During 1996, two REO
commercial properties totaling $524,000 were transferred from the
Bank to Columbia Resources to limit exposure to the Bank from
unknown creditors. By December 31, 1996 the properties were
written down to a combined value of $440,000. The properties
were subsequently sold during 1998 and the subsidiary is
inactive.
CFS INVESTMENTS, INC. ("CFSI"). CFSI is a wholly owned
subsidiary of the Bank organized in 1989 that is engaged in the
sale of tax deferred annuities, securities brokerage activities
and insurance. CFSI participates with FISERV Investor Services,
Inc., which is registered as a broker-dealer with the SEC, NASD,
and state securities regulatory authorities. All employees of
CFSI engaged in securities brokerage activities are dual
employees of FISERV. Products offered through FISERV include
debt and equity securities, mutual funds, unit investment trusts
and variable annuities. Fixed annuities, life and health
insurance, and long term nursing care products are offered
through CFSI, which is a licensed general agent with the New York
State Department of Insurance.
HAVEN CAPITAL TRUST I. On February 12, 1997, Haven Capital Trust
I, a statutory business trust formed under the laws of the State
of Delaware issued $25 million of 10.46% capital securities. See
Note 9 of Notes to Consolidated Financial Statements in the
Registrant's 1999 Annual Report to Stockholders which is
incorporated herein by reference.
HAVEN CAPITAL TRUST II. On May 26, 1999, Haven Capital Trust II,
a trust formed under the laws of the State of Delaware, issued
$22.0 million of 10.25% capital securities. On June 18, 1999, an
additional $3.3 million of capital securities were issued in
connection with exercise of the over-allotment option by the
underwriters. See Note 9 of Notes to Consolidated Financial
Statements in the Registrant's Annual Report to Stockholders.
COLUMBIA PREFERRED CAPITAL CORPORATION ("CPCC"). On June 9,
1997, the Bank established a real estate investment trust
("REIT") subsidiary, CPCC. At December 31, 1999, the REIT held
$414.3 million of the Bank's residential loan portfolio. The
establishment of the REIT enables the Bank to achieve certain
business goals including providing the Bank with a contingency
funding mechanism without disrupting its investment policies and
enhancing the Bank's ability to track and manage the mortgage
33
<PAGE>
portfolio transferred to CPCC since the transferred portion of
its mortgage loan portfolio is segregated into a separate legal
entity.
CFS INVESTMENTS NEW JERSEY, INC. ("CFSI NJ"). On December 23,
1999, the Bank established a New Jersey Investment Company, a
Delaware corporation. CFSI NJ is a wholly owned subsidiary of
the Bank. The Bank contributed 100% of its interest in CPCC to
CFSI NJ in exchange for 100% of CFSI NJ's voting common stock.
CFSI NJ was established to provide the Bank with the opportunity
to expand its current New Jersey operations. CFSI NJ will
primarily engage in investment activities in which the Bank may
currently engage, including the investment in CPCC, whose primary
investment activity is the purchase of residential and commercial
real estate loans originated by the Bank. CFSI NJ will also
enhance the Bank's income through the recognition of certain
income tax benefits.
CFS TRAVEL SERVICES, INC. The Company, through its wholly owned
subsidiary, CFS Travel Services, Inc. ("CFS Travel"), established
February 28, 1998, offered customers and their families and
friends, organized, escorted day long excursions and overnight
trips. This subsidiary was subsequently dissolved on March 31,
1999.
CFS INSURANCE AGENCY, INC. On November 2, 1998, the Company
completed the purchase of 100% of the outstanding common stock of
CIA. CIA, headquartered in Centereach, New York, provides
automobile, homeowners and casualty insurance to individuals and
various lines of commercial insurance to businesses. CIA
operates as a wholly-owned subsidiary of the Company.
PERSONNEL
As of December 31, 1999, the Bank had 985 full-time employees and
41 part-time employees. Although the employees are not
represented by a collective bargaining unit, the Bank considers
its relationship with its employees to be good.
REGULATION AND SUPERVISION
GENERAL
The Bank is subject to regulation, examination and supervision by
the OTS, as its chartering agency, and the FDIC, as the deposit
insurer. The Bank is a member of the FHLB System and its deposit
accounts are insured up to applicable limits by the Savings
Association Insurance Fund ("SAIF") managed by the FDIC. The
Bank must file reports with the OTS and the FDIC concerning its
activities and financial condition in addition to obtaining
regulatory approvals prior to entering into certain transactions
34
<PAGE>
such as mergers with, or acquisitions of, other financial
institutions. Periodic examinations by the OTS and the FDIC
monitor the Bank's compliance with various regulatory
requirements. This regulation and supervision establishes a
comprehensive framework of activities in which an institution can
engage and is intended primarily for the protection of the
insurance fund and depositors.
IMPACT OF ENACTMENT OF THE GRAMM-LEACH-BLILEY ACT
On November 12, 1999, President Clinton signed the Gramm-Leach-
Bliley Act (the "GLB Act"), which, among other things,
establishes a comprehensive framework to permit affiliations
among commercial banks, insurance companies and securities firms.
Generally, the new law (i) repeals the historical restrictions
and eliminates many federal and state law barriers to
affiliations among banks and securities firms, insurance
companies and other financial service providers, (ii) provides a
uniform framework for the activities of banks, savings
institutions and their holding companies, (iii) broadens the
activities that may be conducted by subsidiaries of national
banks and state banks, (iv) provides an enhanced framework for
protecting the privacy of information gathered by financial
institutions regarding their customers and consumers, (v) adopts
a number of provisions related to the capitalization, membership,
corporate governance and other measures designed to modernize the
Federal Home Loan Bank System, (vi) requires public disclosure of
certain agreements relating to funds expended in connection with
an institution's compliance with the Community Reinvestment Act,
and (vii) addresses a variety of other legal and regulatory
issues affecting both day-to-day operations and long-term
activities of financial institutions, including the functional
regulation of bank securities and insurance activities.
The GLB Act also restricts the powers of new unitary savings and
loan association holding companies. Unitary savings and loan
holding companies that are "grandfathered," i.e., unitary savings
and loan holding companies in existence or with applications
filed with the OTS on or before May 4, 1999, such as the Company,
retain their authority under the prior law. All other unitary
savings and loan holding companies are limited to financially
related activities permissible for bank holding companies, as
defined under the GLB Act. The GLB Act also prohibits non-
financial companies from acquiring grandfathered unitary savings
and loan association holding companies, such as the Company.
The GLB Act also requires financial institutions to disclose on
ATM machines any non-customer fees and to disclose to their
customers upon the issuance of an ATM card any fees that may be
imposed by the institutions on ATM users. For older ATMs,
financial institutions will have until December 31, 2004 to
provide such notices.
35
<PAGE>
Banking holding companies are permitted to engage in a wider
variety of financial activities than permitted under the prior
law, particularly with respect to insurance and securities
activities. In addition, in a change from the prior law, bank
holding companies are in a position to be owned, controlled or
acquired by any company engaged in financially related
activities.
We do not believe that the new law will have a material adverse
affect upon our operations in the near term. However, to the
extent that the new law permits banks, securities firms and
insurance companies to affiliate, the financial services industry
may experience further consolidation. This type of consolidation
could result in a growing number of larger financial institutions
that offer a wider variety of financial services than we
currently offer and that can aggressively compete in the markets
we currently serve.
FEDERAL SAVINGS INSTITUTION REGULATION
Business Activities. The activities of federal savings
institutions are governed by the Home Owners' Loan Act, as
amended (the "HOLA") and, in certain respects, the Federal
Deposit Insurance Act ("FDI Act") and the regulations issued by
the agencies to implement these statutes. These laws and
regulations delineate the nature and extent of the activities in
which federal associations may engage. In particular, many types
of lending authority for federal associations, (e.g., commercial,
non-residential real property loans, consumer loans), are limited
to a specified percentage of the institutions's capital or
assets.
Loans to One Borrower. Under the HOLA, savings institutions are
generally subject to the national bank limit on loans to one
borrower. Generally, this limit is 15% of the Bank's unimpaired
capital and surplus, plus an additional 10% of unimpaired capital
and surplus if such loan is secured by readily-marketable
collateral, which is defined to include certain financial
instruments and bullion. At December 31, 1999, the Bank's
unimpaired capital and surplus was $163.7 million and its limit
on loans to one borrower was $24.6 million. At December 31,
1999, the Bank's largest aggregate amount of loans to one
borrower had an aggregate balance of $12.7 million.
QTL Test. The HOLA requires savings institutions to meet a
Qualified Thrift Lender ("QTL") test. Under the QTL test, a
savings association is required to maintain at least 65% of its
"portfolio assets" (total assets less: (i) specified liquid
assets up to 20% of total assets; (ii) intangibles, including
goodwill; and (iii) the value of property used to conduct
business) in certain "qualified thrift investments" (primarily
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residential mortgages and related investments, including certain
mortgage-backed and related securities) in at least 9 months out
of each 12 month period. A savings association that fails the
QTL test must either convert to a bank charter or operate under
certain restrictions. As of December 31, 1999, the Bank
maintained 75.07% of its portfolio assets in qualified thrift
investments and had more than 65% of its portfolio assets in
qualified thrift investments in each of the prior 12 months.
Therefore, the Bank met the QTL test.
Limitation on Capital Distributions. OTS regulations impose
limitations upon all capital distributions by savings
institutions, such as cash dividends, payments to repurchase or
otherwise acquire its shares, payments to shareholders of another
institution in a cash-out merger and other distributions charged
against capital. Effective April 1, 1999, the OTS amended its
capital distribution regulations. Under these regulations, as
the subsidiary of a savings and loan holding company, the Bank
currently must file a notice with the OTS for each capital
distribution. However, if the total amount of all capital
distributions (including a proposed capital distribution) for the
applicable calendar year exceeds net income for that year to date
plus the retained net income for the preceding two years, then
the Bank must file an application to receive the approval of the
OTS for the proposed capital distribution.
In addition to the OTS limits, the Bank may not pay dividends if,
after paying those dividends, it would fail to meet the required
minimum levels under risk-based capital guidelines and the
minimum leverage and tangible capital ratio requirements or the
OTS notified the Bank that it was in need of more than normal
supervision. Under the Federal Deposit Insurance Act ("FDIA"),
an insured depositary institution such as the Bank is prohibited
from making capital distributions, including the payment of
dividends, if, after making such distribution, the institution
would become "undercapitalized" (as such term is used in the
FDIA). Payment of dividends by the Bank also may be restricted
at any time at the discretion of the appropriate regulator if it
deems the payment to constitute an unsafe and unsound banking
practice.
Liquidity. The Bank is required to maintain an average daily
balance of specified liquid assets equal to a monthly average of
not less than a specified percentage (currently 4%) of its net
withdrawable deposit accounts plus short-term borrowings.
Monetary penalties may be imposed for failure to meet the
liquidity requirements. The Bank's average liquidity ratio for
December 31, 1999 was 4.31% which exceeded the then applicable
requirement. The Bank has never been subject to monetary
penalties for failure to meet its liquidity requirements.
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Assessments. Savings institutions are required by regulation to
pay assessments to the OTS to fund the agency's operations. The
general assessment, paid on a semi-annual basis, is computed upon
the savings institution's total assets, including consolidated
subsidiaries, as reported in the Bank's latest quarterly Thrift
Financial Report. The assessments paid by the Bank for the years
ended December 31, 1999 and 1998, totaled $371,000 and $322,000,
respectively. The OTS adopted amendments to its regulations,
effective January 1, 1999, that are intended to assess savings
associations on a more equitable basis. The new regulations base
the assessment for an individual savings association on three
components: the size of the association on which the basic
assessment is based; the association's supervisory condition,
which results in an additional assessment based on a percentage
of the basic assessment for any savings institution with a
composite rating of 3, 4 or 5 in its most recent safety and
soundness examination; and the complexity of the association's
operations, which results in an additional assessment based on a
percentage of the basic assessment for any savings association
that managed over $1 billion in trust assets, serviced for others
loans aggregating more than $1 billion, or had certain off-
balance sheet assets aggregating more than $1 billion. In order
to avoid a disproportionate impact on smaller savings
institutions, which are those whose total assets never exceeded
$100 million, the regulations provide that the portion of the
assessment based on asset size will be the lesser of the
assessment under the amended regulations or the regulations
before the amendment. Management believes that any change in its
rate of OTS assessments under the amended regulations will not be
material.
Branching. OTS regulations permit federally chartered savings
associations to branch nationwide under certain conditions.
Generally, federal savings associations may establish interstate
networks and geographically diversify their loan portfolios and
lines of business. The OTS authority preempts any state law
purporting to regulate branching by federal savings associations.
Transactions with Related Parties. The Bank's authority to
engage in transactions with related parties or "affiliates"
(i.e., any company that controls or is under common control with
an institution, including the Company and its non-savings
institution subsidiaries) is limited by Sections 23A and 23B of
the Federal Reserve Act ("FRA"). Section 23A limits the
aggregate amount of covered transactions with any individual
affiliate to 10% of the capital and surplus of the savings
institution and also limits the aggregate amount of transactions
with all affiliates to 20% of the savings institution's capital
and surplus. Certain transactions with affiliates are required
to be secured by collateral in an amount and of a type described
in Section 23A, and the purchase of low quality assets from
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affiliates is generally prohibited. Section 23B generally
requires that certain transactions with affiliates, including
loans and asset purchases, must be on terms and under
circumstances, including credit underwriting standards, that are
substantially the same or at least as favorable to the
institution as those prevailing at the time for comparable
transactions with non-affiliated companies. Notwithstanding
Sections 23A and 23B, savings institutions are prohibited from
lending to any affiliate that is engaged in activities that are
not permissible for bank holding companies under Section 4(c) of
the Bank Holding Company Act ("BHC Act"). Further, no savings
institution may purchase the securities of any affiliate other
than a subsidiary.
The Bank's authority to extend credit to its executive officers,
directors and 10% shareholders, as well as to entities controlled
by such persons, is currently governed by Sections 22(g) and
22(h) of the FRA, and Regulation O thereunder. Among other
things, these regulations require that such loans be made on
terms and conditions, including credit underwriting standards,
substantially the same as those offered to unaffiliated
individuals and not involve more than the normal risk of
repayment. Regulation O also places individual and aggregate
limits on the amount of loans the Bank may make to such persons
based, in part, on the Bank's capital position, and requires that
certain board approval procedures be followed. HOLA and the OTS
regulations, with certain minor variances, apply Regulation O to
savings institutions.
Enforcement. Under the FDI Act, the OTS has primary enforcement
responsibility over savings institutions and has the authority to
bring action against all "institution-affiliated parties,"
including controlling stockholders, and any stockholders,
attorneys, appraisers and accountants who knowingly or recklessly
participate in any violation of applicable law or regulation or
breach of fiduciary duty or certain other wrongful actions that
causes or is likely to cause a more than a minimal loss or other
significant adverse effect on an insured savings association.
Formal enforcement action may range from the issuance of a
capital directive or cease and desist order to removal of
officers or directors, receivership, conservatorship or
termination of deposit insurance. Civil penalties cover a wide
range of violations and can amount to $5,000 per day for less
serious violations, and up to $1 million per day in more
egregious cases. Under the FDI Act, the FDIC has the authority
to recommend to the Director of the OTS that enforcement action
be taken with respect to a particular savings institution. If
action is not taken by the Director of the OTS, the FDIC has
authority to take such action under certain circumstances.
Federal law also establishes criminal penalties for certain
violations.
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Standards for Safety and Soundness. The FDI Act requires each
federal banking agency to prescribe for all insured depository
institutions standards relating to, among other things, internal
controls, information systems and audit systems, loan
documentation, credit underwriting, interest rate risk exposure,
asset growth, and compensation, fees and benefits and such other
operational and managerial standards as the agency deems
appropriate. The OTS and the federal banking agencies have
adopted a final rule and Interagency Guidelines Prescribing
Standards for Safety and Soundness ("Guidelines") to implement
these safety and soundness standards. The Guidelines set forth
the safety and soundness standards that the federal banking
agencies use to identify and address problems at insured
depository institutions before capital becomes impaired. The
Guidelines address internal controls and information systems;
internal audit system; credit underwriting; loan documentation;
interest rate risk exposure; asset growth; asset quality;
earnings; and compensation, fees and benefits. If the
appropriate federal banking agency determines that an institution
fails to meet any standard prescribed by the Guidelines, the
agency may require the institution to submit to the agency an
acceptable plan to achieve compliance with the standard, as
required by the FDI Act. The final rule establishes deadlines
for the submission and review of such safety and soundness
compliance plans, when such plans are required.
Capital Requirements. The OTS capital regulations require
savings institutions to meet three minimum capital standards: a
tangible capital ratio requirement, a core capital ratio
requirement and a risk-based capital ratio requirement. Tangible
capital is defined, generally, as common stockholders' equity
(including retained earnings), certain noncumulative perpetual
preferred stock and related earnings, minority interests in
equity accounts of fully consolidated subsidiaries, less
intangibles other than certain mortgage servicing rights and
investments in and loans to subsidiaries engaged in activities
not permissible for a national bank. Core capital (also called
"Tier 1" capital) is defined similarly to tangible capital, but
core capital also includes certain qualifying supervisory
goodwill and certain purchased credit card relationships; (i) the
core capital ratio was effectively increased from 3.0% to 4.0%
because under these regulations an institution with less than 4%
core capital is classified as "undercapitalized" (the core
capital ratio may be reduced to 3.0% for a depository institution
that has been assigned the highest composite rating of 1 under
the Uniform Financial Institution Rating System) and (ii) the
tangible capital requirement was effectively increased from 1.5%
to 2.0% because under these regulations an institution with less
than 2.0% tangible capital is classified as "critically
undercapitalized." See "- Prompt Corrective Regulatory Action."
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The risk-based capital standard for savings institutions requires
the maintenance of total capital (which is defined as core
capital and supplementary capital) to risk-weighted assets of at
least 8%. In determining the amount of risk-weighted assets, all
assets, including certain off-balance sheet assets, are
multiplied by a risk-weight of 0% to 100%, as assigned by the OTS
capital regulations based on the risks OTS believes are inherent
in the type of asset. The components of supplementary capital
currently include cumulative preferred stock, long-term perpetual
preferred stock, mandatory convertible debt securities,
subordinated debt and intermediate preferred stock and, within
specified limits, the allowance for loan and lease losses.
Overall, the amount of supplementary capital included as part of
total capital cannot exceed 100% of core capital.
The OTS has incorporated an interest rate risk component into its
risk-based capital rule. Under the rule, savings 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. A savings association's
interest rate risk is measured by the decline in the net
portfolio value of its assets (i.e., the difference between
incoming and outgoing discounted cash flows from assets,
liabilities and off-balance sheet contracts) that would result
from a hypothetical 200-basis point increase or decrease in
market interest rates divided by the estimated economic value of
the association's assets, as calculated in accordance with
guidelines set forth by the OTS. A savings association whose
measured interest rate risk exposure exceeds 2% must deduct an
interest rate component in calculating its total capital under
the risk-based capital rule. The interest rate risk component is
an amount equal to one-half of the difference between the
institution's measured interest rate risk and 2%, multiplied by
the estimated economic value of the association's assets. That
dollar amount is deducted from an association's total capital in
calculating compliance with its risk-based capital requirement.
Under the rule, there is a two quarter lag between the reporting
date of an institution's financial data and the effective date
for the new capital requirement based on that data. A savings
association with assets of less than $300 million and risk-based
capital ratios in excess of 12% is not subject to the interest
rate risk component, unless the OTS determines otherwise. The
rule also provides that the Director of the OTS may waive or
defer an association's interest rate risk component on a
case-by-case basis. The OTS has indefinitely deferred the
implementation of the interest rate risk component in the
computation of an institution's risk-based capital requirement.
The OTS continues to monitor the interest rate risk of individual
institutions and retains the right to impose additional capital
requirements on individual institutions. If the Bank had been
subject to an interest rate risk capital component as of
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December 31, 1999, there would have been no material effect on
the Bank's risk-weighted capital.
At December 31, 1999, the Bank met each of its capital
requirements. A chart which sets forth the Bank's compliance
with its capital requirements appears in Note 15 to Notes to
Consolidated Financial Statements in the Registrant's 1999 Annual
Report to Stockholders and is incorporated herein by reference.
PROMPT CORRECTIVE REGULATORY ACTION
Under the OTS prompt corrective action regulations, the OTS is
required to take certain supervisory actions against
undercapitalized institutions, the severity of which depends upon
the institution's degree of capitalization. Generally, a savings
institution that has a total risk-based capital ratio of less
than 8.0% or either a leverage ratio or a Tier 1 risk-based
capital ratio that is less than 4.0% is considered to be
undercapitalized. A savings institution that has a total
risk-based capital ratio of less than 6.0%, a Tier 1 risk-based
capital ratio of less than 3.0% or a leverage ratio that is less
than 3.0% is considered to be "significantly undercapitalized"
and a savings institution that has a tangible capital to assets
ratio equal to or less than 2.0% is deemed to be "critically
undercapitalized." Subject to a narrow exception, the
institutions regulator is required to appoint a receiver or
conservator for an institution that is critically
undercapitalized. The regulation also provides that a capital
restoration plan must be filed with the OTS within 45 days of the
date an association receives notice that it is "under-
capitalized", "significantly undercapitalized" or "critically
undercapitalized." Compliance with the plan must be guaranteed
by any parent holding company. In addition, numerous mandatory
supervisory actions become immediately applicable to the
institution depending upon its category, including, but not
limited to, increased monitoring by regulators, restrictions on
growth,and capital distributions and limitations on expansion.
The OTS could also take any one of a number of discretionary
supervisory actions, including the issuance of a capital
directive and the replacement of senior executive officers and
directors.
INSURANCE OF DEPOSIT ACCOUNTS
The FDIC has adopted a risk-based insurance assessment system.
The FDIC assigns an institution to one of three capital
categories based on the institution's financial information, as
of the reporting period ending seven months before the assessment
period, consisting of (1) well capitalized, (2) adequately
capitalized or (3) undercapitalized, and one of three supervisory
subcategories within each capital group. The supervisory
subgroup to which an institution is assigned is based on a
supervisory evaluation provided to the FDIC by the institution's
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primary federal regulator and information which the FDIC
determines to be relevant to the institution's financial
condition and the risk posed to the deposit insurance funds. An
institution's assessment rate depends on the capital category and
supervisory category to which it is assigned.
Assessment rates currently range from 0.0% of deposits for an
institution in the highest category (i.e., well-capitalized and
financially sound, with no more than a few minor weaknesses) to
0.27% of deposits for an institution in the lowest category
(i.e., undercapitalized and substantial supervisory concern).
The FDIC is authorized to raise the assessment rates as necessary
to maintain the required reserve ratio of 1.25%. As a result of
the Deposit Insurance Funds Act of 1996 (the "Funds Act"), both
the BIF and the SAIF currently satisfy the reserve ratio
requirement. If the FDIC determines that assessment rates should
be increased, institutions in all risk categories could be
affected. The FDIC has exercised this authority several times in
the past and could raise insurance assessment rates in the
future. If such action is taken by the FDIC, it could have an
adverse effect on the earnings of the Bank.
The Funds Act also amended the FDI Act to expand the assessment
base for the payments on the Financing Corporation ("FICO")
obligations. Beginning January 1, 1997, the assessment base
included the deposits of both BIF- and SAIF-insured institutions.
As of December 31, 1999, the rate of assessment for BIF-
assessable deposits is one-fifth of the rate imposed on SAIF-
assessable deposits. The annual rate of assessments for the
payments on the FICO obligations for the quarterly period
beginning on January 1, 2000 is 0.0212% for BIF-assessable
deposits and 0.0212% for SAIF-assessable deposits.
The OTS has recently proposed regulations implementing the
privacy protection provisions of the GLB Act. The proposed
regulations would require each financial institution to adopt
procedures to protect their customers' and consumers' "nonpublic
personal information" by November 13, 2000. The Bank would be
required to disclose its privacy policy, including identifying
with whom it shares "nonpublic personal information," to
customers at the time of establishing the customer relationship
and annually thereafter. In addition, the Bank would be required
to provide its customers with the ability to "opt-out" of having
their personal information shared with unaffiliated third
parties. The Bank currently has a privacy protection policy in
place and intends to review and amend that policy, if necessary,
for compliance with the regulations when they are adopted in
final form.
The GLB Act also provides for the ability of each state to enact
legislation that is more protective of consumers' personal
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information. Currently, there are a number of privacy bills
pending in the New York State Assembly. No action has been taken
on any of these bills, and the Company cannot predict what
impact, if any, these bills would have.
FEDERAL HOME LOAN BANK SYSTEM
The Bank is a member of the FHLB System, which consists of 12
regional FHLBs. The FHLB provides a central credit facility
primarily for member institutions. The Bank, as a member of the
FHLB of New York, is required to acquire and hold shares of
capital stock in the FHLB in an amount at least equal to 1% of
the aggregate principal amount of its unpaid residential mortgage
loans and similar obligations at the beginning of each year, or
1/20 of its advances (borrowings) from the FHLB, whichever is
greater. The Bank was in compliance with this requirement with
an investment in FHLB stock at December 31, 1999 of $27.9
million. FHLB advances must be secured by specified types of
collateral, and all long-term advances may only be obtained for
the purpose of providing funds for residential housing finance.
The FHLBs are required to provide funds for the resolution of
insolvent thrifts and to contribute funds for affordable housing
programs. These requirements could reduce the amount of
dividends that the FHLBs pay to their members and could also
result in the FHLBs imposing a higher rate of interest on
advances to their members. For the years ended December 31,
1999, 1998 and 1997, dividends from the FHLB to the Bank amounted
to $1.6 million, $1.2 million and $710,000, respectively. If
dividends were reduced or interest on future FHLB advances
increased, the Bank's net interest income would likely also be
reduced. Further, there can be no assurance that the impact of
recent legislation on the FHLBs will not also cause a decrease in
the value of the FHLB stock held by the Bank.
Pursuant to the GLB Act, the foregoing minimum share ownership
requirements will be replaced by regulations to be promulgated by
FHLB. The GLB Act specifically provides that the minimum
requirements in existence immediately prior to adoption of the
GLB Act shall remain in effect until such regulations are
adopted. Formerly, federal savings associations were required to
be members of the FHLB Bank System. The new law removed the
mandatory membership requirement and authorized voluntary
membership for federal savings associations, as is the case for
all other eligible institutions.
FEDERAL RESERVE SYSTEM
The Federal Reserve Board regulations require depository
institutions, including savings institutions, to maintain
non-interest-earning reserves against their transaction accounts
(primarily NOW and regular checking accounts). The current
Federal Reserve Board regulations generally require that reserves
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be maintained against aggregate transaction accounts as follows:
for accounts aggregating $44.3 million (subject to adjustment by
the Federal Reserve Board) the reserve requirement is 3%; and for
accounts greater than $44.3 million, the reserve requirement is
$1,329,000 plus 10% (subject to adjustment by the Federal Reserve
Board between 8% and 14%) against that portion of total
transaction accounts in excess of $44.3 million. The first $5.0
million of otherwise reservable balances (subject to adjustments
by the Federal Reserve Board) are exempted from the reserve
requirements. The Bank is in compliance with the foregoing
requirements. Because required reserves must be maintained in
the form of either vault cash, a non-interest-bearing account at
a Federal Reserve Bank or a pass-through account as defined by
the Federal Reserve Board, the effect of this reserve requirement
is to reduce the Bank's interest-earning assets. FHLB System
members are also authorized to borrow from the Federal Reserve
"discount window," but Federal Reserve Board regulations require
institutions to exhaust all FHLB sources before borrowing from a
Federal Reserve Bank.
HOLDING COMPANY REGULATION
The Company is a non-diversified unitary savings and loan holding
company within the meaning of the HOLA. As such, the Company is
required to be registered with the OTS and is subject to OTS
regulations, examinations, supervision and reporting
requirements. In addition, the OTS has enforcement authority
over the Company and its non-savings institution subsidiaries.
Among other things, this authority permits the OTS to restrict or
prohibit activities that are determined to be a serious risk to
the subsidiary savings institution.
As a unitary savings and loan holding company, the Company
generally is not restricted under existing laws as to the types
of business activities in which it may engage, provided that the
Bank continues to be a QTL. See "- Federal Savings Institution
Regulation - QTL Test" for a discussion of the QTL requirements.
Upon any non-supervisory acquisition by the Company of another
savings association, the Company would become a multiple savings
and loan holding company (if the acquired institution is held as
a separate subsidiary) and would be subject to extensive
limitations on the types of business activities in which it could
engage. The HOLA limits the activities of a multiple savings and
loan holding company and its non-insured institution subsidiaries
primarily to activities permissible for bank holding companies
under Section 4(c)(8) of the BHC Act, subject to the prior
approval of the OTS, and to other activities authorized by OTS
regulation.
The HOLA prohibits a savings and loan holding company, directly
or indirectly, or through one or more subsidiaries, from
acquiring more than 5% of the voting stock of another savings
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institution or holding company thereof, without prior written
approval of the OTS; and from acquiring or retaining, with
certain exceptions, more than 5% of a non-subsidiary holding
company, or a non-subsidiary company engaged in activities other
than those permitted by the HOLA; or acquiring or retaining
control of a depository institution that is not insured by the
FDIC. In evaluating applications by holding companies to acquire
savings institutions, the OTS must consider the financial and
managerial resources and future prospects of the company and
institution involved, the effect of the acquisition on the risk
to the insurance funds, the convenience and needs of the
community and competitive factors.
The OTS is prohibited from approving any acquisition that would
result in a multiple savings and loan holding company controlling
savings institutions in more than one state, except: (i) the
approval of interstate supervisory acquisitions by savings and
loan holding companies, and (ii) the acquisition of a savings
institution in another state if the laws of the state of the
target savings institution specifically permit such acquisitions.
The states vary in the extent to which they permit interstate
savings and loan holding company acquisitions.
FEDERAL SECURITIES LAWS
The Company's Common Stock is registered with the Securities and
Exchange Commission under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The
Company is subject to the information, proxy solicitation,
insider trading restrictions and other requirements under the
Exchange Act.
FEDERAL AND STATE TAXATION
FEDERAL TAXATION
General. The Company and the Bank report their income on a
calendar year basis using the accrual method of accounting and
will be subject to federal income taxation in the same manner as
other corporations with some exceptions. The following
discussion of tax matters is intended only as a summary and does
not purport to be a comprehensive description of the tax rules
applicable to the Bank or the Company. The Company and its
subsidiaries file a consolidated Federal income tax return on a
calendar-year basis. The Bank and the Company have not been
audited by the Internal Revenue Service during the last five
fiscal years.
Under the Small Business Job Protection Act of 1996 ("1996 Act"),
signed into law in August 1996, the special rules for bad debt
reserves of thrift institutions no longer apply and, therefore,
the Bank cannot make additions to the tax bad debt reserves but
is permitted to deduct bad debts as they occur. Additionally,
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under the 1996 Act, the Bank is required to recapture (that is,
include in taxable income) the excess of the balance of its bad
debt reserves as of December 31, 1995 over the balance of such
reserves as of December 31, 1987 ("base year"). The Bank's
federal tax bad debt reserves at December 31, 1995 exceeded its
base year reserves by $2.7 million which will be recaptured into
taxable income ratably over a six year period. This recapture
was suspended for 1996 and 1997, whereas, one-sixth of the excess
reserves was recaptured into taxable income for both 1998 and
1999. The base year reserves will be subject to recapture, and
the Bank could be required to recognize a tax liability, if (i)
the Bank fails to qualify as a "bank" for Federal income tax
purposes; (ii) certain distributions are made with respect to the
stock of the Bank (see "Distributions"); (iii) the Bank uses the
bad debt reserves for any purpose other than to absorb bad debt
losses; or (iv) there is a change in Federal tax law. Management
is not aware of the occurrence of any such event.
Distributions. To the extent that the Bank makes "non-dividend
distributions" to stockholders, such distributions will be
considered as made from the Bank's base year reserve to the
extent thereof, and then from the supplemental reserve for losses
on loans and an amount based on the amount distributed will be
included in the Bank's taxable income. Non-dividend
distributions include distributions in excess of the Bank's
current and accumulated earnings and profits, distributions in
redemption of stock, and distributions in partial or complete
liquidation. However, dividends paid out of the Bank's current
or accumulated earnings and profits, as calculated for federal
income tax purposes, will not be considered to result in a
distribution from the Bank's bad debt reserves.
Corporate Alternative Minimum Tax. The Internal Revenue Code of
1986, as amended, imposes a tax on alternative minimum taxable
income ("AMTI") at a rate of 20%. AMTI is increased by an amount
equal to 75% of the amount by which a corporation's adjusted
current earnings exceeds its AMTI (determined without regard to
this adjustment and prior to reduction for net operating losses).
Dividends Received Deduction and Other Matters. The Company may
exclude from its income 100% of dividends received from the Bank
as a member of the same affiliated group of corporations. The
corporate dividends received deduction is generally 70% in the
case of dividends received from unaffiliated corporations with
which the Company and the Bank will not file a consolidated tax
return, except that if the Company or the Bank owns more than 20%
of the stock of a corporation distributing a dividend, 80% of any
dividends received may be deducted.
STATE AND LOCAL TAXATION
New York State and New York City Taxation. The Bank and the
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Company are subject to New York State and City franchise taxes on
net income or one of several alternative bases, whichever results
in the highest tax. "Net income" means Federal taxable income
with adjustments. The Company's annual tax liability for each
year is the greatest of a tax on allocated entire net income;
allocated alternative entire net income; allocated assets to New
York State and/or New York City; or a minimum tax. Operating
losses cannot be carried back or carried forward for New York
State or New York City tax purposes. The Bank is also subject to
the 17% Metropolitan Commuter District Surcharge on its New York
State tax after the deduction of credits. The Company is also
subject to taxes in New Jersey and Connecticut due to the
establishment of in-store branches.
In response to the 1996 Act, the New York State and New York City
tax laws have been amended to prevent the recapture of existing
tax bad debt reserves and to allow for the continued use of the
PTI method to determine the bad debt deduction in computing New
York City and New York State tax liability.
Delaware Taxation. As a Delaware holding company not earning
income in Delaware, the Company is exempted from Delaware
Corporate income tax but is required to file an annual report
with and pay an annual franchise tax to the State of Delaware.
48
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
ON FORM 8-K
(a) The following documents are filed as a part of this report:
(1) Consolidated Financial Statements of the Company are
incorporated by reference to the following indicated pages of the
1999 Annual Report to Stockholders.
Pages
Consolidated Statements of Financial Condition
as of December 31, 1999 and 1998 ................... 25
Consolidated Statements of Income for the Years
Ended December 31, 1999, 1998 and 1997 ............. 26
Consolidated Statements of Changes In Stockholders'
Equity for the Three Years Ended December 31, 1999 . 27
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1999, 1998 and 1997 ............. 28
Notes to Consolidated Financial Statements ......... 29 - 53
Independent Auditors' Report ....................... 54
The remaining information appearing in the Annual Report to
Stockholders is not deemed to be filed as part of this report,
except as expressly provided herein.
(2) All schedules are omitted because they are not required or
applicable, or the required information is shown in the
consolidated financial statements or the notes thereto.
(3) Exhibits (filed herewith unless otherwise noted)
(a) The following exhibits are filed as part of this
report:
3.1 Amended Certificate of Incorporation of Haven
Bancorp, Inc.(1)
3.2 Certificate of Designations, Preferences and Rights
of Series A Junior Participating Preferred Stock(2)
3.3 Bylaws of Haven Bancorp, Inc.(3)
3.3(A) Fifth Amendment to the Bylaws of Haven Bancorp,
Inc. (9)
4.0 Rights Agreement between Haven Bancorp, Inc. and
Chase Manhattan Bank (formerly Chemical Bank)(2)
10.1(A) Employment Agreement between Haven Bancorp, Inc. and
Philip S. Messina dated as of 9/21/95(4)
10.1(B) Amendatory Agreement to the Employment Agreement
between Haven Bancorp, Inc. and Philip S. Messina
dated as of 5/28/97(5)
10.1(C) Employment Agreement between CFS Bank and Philip S.
Messina dated as of 5/28/97(5)
10.1(D) Employment Agreement between Haven Bancorp, Inc. and
Philip S. Messina dated as of November 22, 1999 (9)
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<PAGE>
10.1(E) Termination of the Bank Employment Agreement between
Haven Bancorp, Inc. and Philip S. Messina dated as
of November 22, 1999 (9)
10.2(A) Form of Change in Control Agreement between
Columbia Federal Savings Bank and certain executive
officers, as amended(4)
10.2(B) Form of Amendment to Change in Control Agreement
between CFS Bank and certain executive officers(5)
10.2(C) Form of Change in Control Agreement between Haven
Bancorp, Inc. and certain executive officers, as
amended(4)
10.2(D) Form of Amendment to Change in Control Agreement
between Haven Bancorp, Inc. and certain executive
officers (5)
10.2(E) Change in Control Agreement between Haven Bancorp,
Inc. and Mark A. Ricca dated as of April 10, 1998(8)
10.2(F) Change in Control Agreement between CFS Bank
and Mark A. Ricca dated as of April 10, 1998(8)
10.4 (a) Amended and Restated Columbia Federal Savings
Bank Recognition and Retention Plans for Officers
and Employees(6)
10.4 (b) Amended and Restated Columbia Federal Savings
Bank Recognition and Retention Plan for Outside
Directors(6)
10.5 Haven Bancorp, Inc. 1993 Incentive Stock Option
Plan(6)
10.6 Haven Bancorp, Inc. 1993 Stock Option Plan for
Outside Directors(6)
10.7 Columbia Federal Savings Bank Employee Severance
Compensation Plan, as amended(4)
10.8 Columbia Federal Savings Bank Consultation and
Retirement Plan for Non-Employee Directors(6)
10.9 Form of Supplemental Executive Retirement
Agreement(3)
10.10 Haven Bancorp, Inc. 1996 Stock Incentive Plan(4)
10.11 Haven Bancorp, Inc. Key Executive Deferred
Compensation Plan (9)
10.12 Purchase and Assumption Agreement, dated as of
March 11, 1998, by and among Intercounty Mortgage,
Inc., CFS Bank and Resource Bancshares Mortgage
Group, Inc.(7)
11.0 Computation of earnings per share (9)
13.0 Portions of 1999 Annual Report to Stockholders
(filed herewith)
21.0 Subsidiary information is incorporated herein by
reference to "Part I - Subsidiaries"
23.0 Consent of Independent Auditors (9)
27.0 Financial Data Schedule (9)
99 Proxy Statement for 2000 Annual Meeting of
Stockholders to be held on May 17, 2000, which will
be filed with the SEC within 120 days after December
50
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31, 1999, is incorporated herein by reference.
_______________
(1) Incorporated by reference into this document from the
Exhibits to Form 10-Q for the quarter ended September 30, 1998,
filed on November 16, 1998.
(2) Incorporated by reference into this document from the
Exhibits to Form 8-K, Current Report, filed on January 30, 1996.
(3) Incorporated by reference into this document from the
Exhibits to Form 10-Q for the quarter ended March 31, 1999, filed
on May 13, 1999.
(4) Incorporated by reference into this document from the
Exhibits to Form 10-K for the year ended December 31, 1995, filed
on March 29, 1996.
(5) Incorporated by reference into this document from the
Exhibits to Form 10-K for the year ended December 31, 1997, filed
on March 31, 1998.
(6) Incorporated by reference into this document from the
Exhibits to Form 10-K for the year ended December 31, 1994, filed
on March 30, 1995.
(7) Incorporated by reference into this document from the
Exhibits to Form 8-K, Current Report, filed on July 2, 1998.
(8) Incorporated by reference into this document from the
Exhibits to Form 10-K for the year ended December 31, 1998, filed
on March 31, 1999.
(9) Incorporated by reference into this document from the
Exhibits to Form 10-K for the year ended December 31, 1999, filed
on March 31, 2000.
(b) Reports on Form 8-K.
A report on Form 8-K was filed by the Company dated
November 30, 1999, which includes under Item 5 (Other Events)
portions of the Company's presentation to analysts on December 1,
1999.
51
<PAGE>
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: October 12, 2000 By: /s/ Catherine Califano
---------------------------
Catherine Califano
Senior Vice President
and Chief Financial Officer
52
