HAVEN BANCORP INC
8-K, 2000-04-24
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>


                        UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                          FORM 8-K

                       CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) April 24, 2000


                      HAVEN BANCORP, INC.
    (Exact name of registrant as specified in its charter)


                          DELAWARE
 (State or other jurisdiction of incorporation or organization)


                          000-21628
                    (Commission File Number)


                          11-3153802
             (I.R.S. Employer Identification No.)


          615 MERRICK AVENUE, WESTBURY, NEW YORK  11590
      (Address of principal executive offices)  (Zip Code)

                        (516) 683-4485
      (Registrant's telephone number, including area code)


                        NOT APPLICABLE
      (Former name, former address and former fiscal year,
                  if changed since last report)











<PAGE>

ITEM 5. OTHER EVENTS

Attached hereto as Exhibit 99.1 and incorporated herein by
reference is certain information to be made available by the
Registrant in connection with a presentation to be given by the
Registrant to investment analysts on April 24, 2000.

Statements made herein that are forward-looking in nature within
the meaning of the Private Securities Litigation Reform Act of
1995, are subject to risks and uncertainties that could cause
actual results to differ materially.  Such risks and uncertainties
include, but are not limited to, those related to overall business
conditions, particularly in the consumer financial services,
mortgage and insurance markets in which the Registrant operates,
fiscal and monetary policy, competitive products and pricing,
credit risk management, changes in regulations affecting financial
institutions and other risks and uncertainties discussed in the
Registrant's SEC filings, including its 1999 Form 10-K.  The
Registrant disclaims any obligation to publicly announce future
events or developments, which may affect the forward-looking
statements contained herein.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
         AND EXHIBITS

         (a)  Financial Statements of Businesses Acquired.
              Not Applicable.

         (b)  Pro Forma Financial Information.
              Not Applicable.

         (c)  Exhibits.
              99.1  Portions of Analyst Presentation.
              99.2  First Quarter Earnings Press Release.

                           SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                               HAVEN BANCORP INC.
                                 (Registrant)


Date:  April 24, 2000          By:    /s/  Catherine Califano
                                    ---------------------------
                                    Catherine Califano
                                    Senior Vice President and
                                      Chief Financial Officer

                                                               2

<PAGE>
                             Exhibit 99.1

INCOME STATEMENT

<TABLE>
<CAPTION>

                                     Three Months Ended Three Months Ended Three Months Ended Three Months Ended Three Months Ended
($ IN THOUSANDS)                       March 31, 2000   December 31, 1999  September 30, 1999   June 30, 1999      March 31, 1999
<S>                                  <C>                <C>                 <C>                <C>                <C>
Interest income                         $51,737            50,669               48,478              44,236              40,480
Interest expense                         32,145            32,390               29,926              26,316              24,274
Net interest income before provision     19,592            18,279               18,552              17,920              16,206
Provision for loan losses                   565             1,035                1,035                 880                 675
Net interest income after provision      19,027            17,244               17,517              17,040              15,531

Non interest income
  Mortgage banking income                 1,084                692                  97                 677               2,268
  Retail banking fees                     4,866              4,634               4,472               3,865               3,079
  Insurance, annuity and mutual fund fees 2,169              1,885               2,231               2,168               1,975
  Other                                     484                566                 809               1,838                 975
Total non interest income                 8,603              7,777               7,609               8,548               8,297

Non interest expense
  Compensation and benefits              11,037             11,803              10,917              10,927              11,040
  Occupancy and equipment                 3,609              2,723               3,482               3,439               3,344
  Restructuring charge                    7,057               -                   -                   -                   -
  Other                                   5,772              5,407               5,887               5,883               5,241
Total non interest expense               27,475             19,933              20,286              20,249              19,625
Income before taxes                         155              5,088               4,840               5,339               4,203
Income tax expense                           54              1,359               1,890               2,011               1,603
Net income                              $   101              3,729               2,950               3,328               2,600

EPS:  Basic                               $0.01               0.42                0.34                0.38                0.30
      Diluted                             $0.01               0.40                0.32                0.37                0.29
EPS without restructuring charges:
      Basic                               $0.53
      Diluted                             $0.51
</TABLE>

Note:  Certain reclassifications have been made to prior period
       amounts to conform to the current period.







<PAGE>
BALANCE SHEET

<TABLE>
<CAPTION>
(In thousands)                   March 31, 2000  December 31, 1999  December 31, 1998  December  31, 1997
<S>                              <C>             <C>                <C>                <C>
Assets
  Cash and equivalents              $ 57,844         42,717              44,808             40,306
  Securities available for sale      943,435        937,299             889,251            499,380
  Loans held for sale                 49,384         82,709              54,188               -
  Debt securities held to maturity      -              -                   -                66,404
  Mortgage-backed securities
    held to maturity                    -              -                   -               163,057
  Loans receivable, net            1,805,182      1,790,126           1,296,702          1,138,253
  Premises and equipment              35,002         35,928              39,209             27,062
  Other assets                        75,065         77,071              71,365             40,428
Total assets                      $2,965,912      2,965,850           2,395,523          1,974,890

Liabilities and Equity
  Deposits                        $2,150,944      2,080,613           1,722,710          1,365,012
  Borrowed funds                     630,703        698,948             415,362            441,810
  Other liabilities                   31,240         30,422             112,600             30,219
                                   2,812,887      2,809,983           2,250,672          1,837,041
  Capital securities                  50,284         50,284              24,984             24,984
Total liabilities                  2,863,171      2,860,267           2,275,656          1,862,025
Total equity                         102,741        105,583             119,867            112,865
Total Liabilities and Equity      $2,965,912      2,965,850           2,395,523          1,974,890
</TABLE>


















<PAGE>
SIGNIFICANT EVENTS



- -  Residential Mortgage Division
   Sale of parts
   M&T Mortgage Corp.  -  All but Fishkill, NY
   Proposed sale of Fishkill, NY  -  Target closing: May 1, 2000

- -  Reduce operating expenses through reduction in workforce and
elimination of other discretionary expenses.

- -  Board expansion ! Richard Lashley/Garrett Goodbody








































<PAGE>
MORTGAGE BANKING

Return to Profitability

- -  Continue to service customers with private label mortgage
product.

- -  Purchase agreement with M&T Mortgage Corp. gives Haven option to
buy mortgage product for portfolio.

- -  Portfolio consists primarily of the following:

MBS Fixed and Adjustable                     56%
Residential 1-4 family Mortgage Loans        22%
Multifamily*                                 10%
Commercial*                                  12%
                                            100%



*  Projected 2000 commercial/multi-family originations $175
million.































<PAGE>
MORTGAGE BANKING



1999 direct expenses, net of capitalized
   origination costs                           $11.1 million

2000 projected direct expenses, net of
capitalized origination costs                    3.7 million*
                                                ----
2000 expected cost savings                       7.4 million
                                                ====







*  Direct expenses in 1Q 2000, net of capitalized origination costs
were $2.2 million.
































<PAGE>
MORTGAGE BANKING

Financial Impact

                          Pre-Restructuring   Post-Restructuring*

Pre-tax Net Income:
  1st Quarter 2000        ($1,100,000)         ($150,000)

Incremental Profitability                       $950,000

     Profitability                                    86%
     Improvement



After tax annual value                       $2,500,000
                                             $0.27/share


* Represents quarterly run rate after restructuring is complete.
































<PAGE>
Operating Expenses Reduction

                                 Operating     Salary
                                 Expense         and       Employee
                                 Reductions    Benefits    Change

FY 2000                          $1,500,000    $5,000,000   -140


After tax annual value                       $4,225,000
                                             $0.46/share

- -  Elimination of 70 FTEs on 3/31/00

- -  Remainder through attrition and hiring freeze

- -  Headcount at 12/31/99                985
   Headcount at 3/31/00                 765
                                        ---
   Reduction                            220
                                        ===
































<PAGE>
RETAIL BANKING STRATEGY




- -  Liability Management

- -  Customer penetration

- -  Cost Control











































<PAGE>
In-Store Performance Analysis ($ in Thousands)

                                 3Q ' 99     4Q '99     1Q '00

Net interest income               $4,990     $5,277     $5,539

Fee income                         4,614      4,434      4,659

Operating expenses
(including allocated overhead)     9,001      9,036      9,184

Pre-tax income                    $  603     $  675     $1,014

# of branches                         61         63         62

Liability balance               $778,144   $842,333   $898,532

Cost of deposits                    4.41%      4.49%      4.45%

# of checking accounts           116,588    123,154    128,972

# of savings accounts             65,824     67,892     72,158































<PAGE>
In-Store Performance Analysis ($ in Thousands)


                           2Q '00      3Q '00      4Q '00
                          Projected   Projected   Projected

Fee income                 $5,750      6,450       6,900

# of checking accounts    140,500    151,000     161,500

# of savings accounts      71,050     72,940      74,830










































<PAGE>
Many CEO's of other leading thrifts also believe that supermarket
banking enhances the value of their franchise

TCF Financial ! William A. Cooper, Chairman & CEO

"Our emerging (supermarket banking business has) started to make
significant contributions and will be an engine of growth in future
years.  These branches produced 76% of the checking account growth
in 1999.  Consumer loans originated in supermarket branches now
total $192.9 million, a growth rate of 78% this year."

People's Bank ! John A. Klein, President & CEO

"The supermarket offices saw substantial growth, with deposits up
24% since year-end 1998 ... (and) is designed to capitalize on the
continuing shifts in the competitive landscape in Connecticut."

Bank United ! Barry Burkholder, Chairman, President & CEO

"The new in-store, 'seven-day' banking centers have given the
Company the opportunity to significantly increase our presence in
these growing markets faster and for much less cost than building
traditional de novo branches.  Additionally, these branches benefit
from high consumer traffic ..."

Charter One ! Charles J. Koch, Chairman & CEO

"Our supermarket strategy is a natural complement to the
alternative delivery channels for banking that we have already
established for our growing customer base ! namely ATM, debit card
and home banking access.


<PAGE>
                         EXHIBIT 99.2

FOR IMMEDIATE RELEASE: April 20, 2000

CONTACTS:  Catherine Califano, S.V.P. /C.F.O., Haven Bancorp
           Tel. (516) 683-4483
           Annette Esposito, F.V.P./Communications Director,
           Haven Bancorp
           Tel. (516) 683-4231

       HAVEN BANCORP REPORTS FIRST QUARTER RESULTS


Westbury, NY--Haven Bancorp, Inc. (Nasdaq: HAVN), the holding
company for CFS Bank, today reported net income of $101,000, or
$0.01 per basic common share ($0.01 per share, diluted) for the
first quarter of 2000, compared to $2.6 million, or $0.30 per
basic common share ($0.29 per share, diluted) in the first
quarter of 1999.  Net income for the first quarter of 2000,
excluding restructuring charges would have been $4.7 million, or
$0.53 per basic common share ($0.51 per share, diluted).  As
previously announced, the first quarter of 2000 included pre-tax
restructuring charges totaling $7.1 million, including a charge
of approximately $6.8 million related to the sale of parts of the
Company's residential mortgage origination division and the
reorganization of the remainder of the division, and a
restructuring charge of approximately $300,000 related to the
remainder of the Company's business operations.  The Company
previously announced that it expects to realize annualized
savings of approximately $14 million from the restructuring of
its mortgage operations and its plan to reduce operating expenses
through a reduction in the Company's workforce and the
elimination of certain other discretionary expenses.

Philip S. Messina, Chairman and Chief Executive Officer, stated,
"We are pleased to report that our core earnings (net income
excluding gains on sales of interest-earning assets and
restructuring charges) grew by 83% over the first quarter of
1999.  Our results were positively impacted by continued growth
in net interest income, the significant contributions of fee
income from our supermarket branches and the stabilization of
operating expenses.  Now that we have substantially resolved the
residential mortgage division issues which had negatively
impacted our operating results, we are well positioned to further
capitalize on our supermarket banking strategy and our core
banking business.  During this quarter, the supermarket branches
made a positive contribution of approximately $1.0 million to our
pre-tax earnings, up from $675,000 in the fourth quarter of 1999.
We will continue to provide residential mortgage products to our
customers through our branch network and from our Westbury, NY
headquarters."


<PAGE>
As of March 31, 2000, the Bank had 62 supermarket branches with
total deposits of $898.5 million, an increase of $56.2 million,
or 6.7%, from $842.3 million at December 31, 1999.  During the
quarter, the Bank closed one branch in an Edwards Superstore in
Bayshore, NY and relocated another branch from the Pathmark in
Woodmere to Springfield Gardens, NY.  Core deposits equaled 49.1%
of total supermarket branch deposits, compared to a ratio of
45.2% in traditional branches. The supermarket branches added
approximately 5,800 new checking accounts during the first
quarter of 2000, bringing the total number of checking accounts
in the supermarket branches to approximately 129,000.  Non-
interest income from supermarket branches totaled $4.7 million in
the first quarter of 2000 compared to $4.4 million in the fourth
quarter of 1999.  Non-interest expense, including allocated
overhead, totaled $9.2 million for the period compared to $9.0
million in the fourth quarter of 1999.

Net interest income for the first quarter of 2000 was $19.6
million, a 20.9% increase over net interest income of $16.2
million in the first quarter of 1999.  The increase was primarily
the result of interest-earning asset growth. Average interest-
earning assets increased by 23.5% in the first quarter of 2000
compared to the first quarter of 1999, primarily due to a 71.6%
increase in average debt and equity securities, and a 34.7%
increase in average mortgage loans. Average interest-earning
assets were relatively flat from the fourth quarter of 1999.  The
net interest margin in the 2000 first quarter was 2.74% compared
to 2.80% in the first quarter of 1999.

Residential and commercial real estate loan originations and
purchases for our portfolio totaled $68.8 million in the first
quarter of 2000, compared to $166.2 million originated and
purchased for portfolio in the first quarter of 1999.  The
decrease in loan originations and purchases for portfolio was due
to the wind down of the residential mortgage origination
operations.  In addition, $95.8 million of residential loans were
originated or purchased for sale in the secondary market during
the first quarter of 2000.

The provision for loan losses in the first quarter of 2000 was
$0.6 million compared to $0.7 million in first quarter of 1999.
The decrease in the provision was due to the expected decrease in
the growth of the residential loan portfolio.  The allowance for
loan losses was $16.8 million, or 0.92% of loans, at March 31,
2000 compared to $16.7 million, also 0.92% of loans, at December
31, 1999.  Non-performing assets at March 31, 2000 totaled $7.5
million, or 0.25% of total assets.  Non-performing loans,
comprised of non-accrual and restructured loans, were $7.1
million and real estate owned, net, was $0.4 million at March 31,
2000.  At March 31, 1999, non-performing assets totaled $10.3
million, or 0.40% of total assets; non-performing loans totaled
$10.1 million and real estate owned, net, equaled $0.2 million.
                                                              2
<PAGE>
In the first quarter of 2000, non-interest income, excluding net
gains on sales of interest-earning assets, increased to $8.5
million, or 6.5%, from $8.0 million in the first quarter of 1999.
The growth in non-interest income reflects the impact of the
continued maturation of our supermarket banking program which was
offset by a decrease in mortgage banking income. Retail banking
fees increased 58% in the 2000 first quarter to $4.9 million from
$3.1 million in the 1999 first quarter. Insurance, annuity and
mutual fund fees for the first quarter of 2000 increased 9.8% to
$2.2 million from $2.0 million in the 1999 first quarter.
Mortgage banking income was $1.1 million in the first quarter of
2000 compared to $2.3 million in the first quarter of 1999.  The
decrease in mortgage banking income was due to a decrease in the
Bank's loans held for sale volume as a result of the wind down of
the residential mortgage origination operations.

Non-interest expense, excluding the restructuring charges,
increased by $0.8 million, or 4.0% to $20.4 million in the first
quarter of 2000 compared to $19.6 million for the 1999 first
quarter and $19.9 million for the fourth quarter of 1999.  The
increase was due primarily to the Bank's expansion of its
supermarket banking program from fifty-two branches at March 31,
1999 to sixty-two branches at March 31, 2000.

At March 31, 2000, Haven had total assets of $2.97 billion.
Stockholders' equity was $102.7 million, or $11.38 book value per
share, compared to $105.6 million, or $11.73 book value per share
at December 31, 1999.  This decrease was due to an after tax
increase in the unrealized loss on securities available-for-sale
of $2.6 million, primarily as a result of an increase in interest
rates during the three months ended March 31, 2000.  CFS Bank's
tangible, core and risk-based capital ratios at March 31, 2000,
were 5.72%, 5.72% and 12.08%, respectively.  These ratios
exceeded the minimum regulatory requirements of 2.00%, 4.00% and
8.00%, respectively.  The Bank is considered "well capitalized"
by regulatory standards.

Headquartered in Westbury, New York, Haven Bancorp, Inc. is the
holding company for CFS Bank, a community-oriented institution
offering deposit products, residential and commercial real estate
loans and a full range of financial services including discount
brokerage, mutual funds, annuities and insurance products through
eight full-service banking offices and 62 supermarket branches
located in New York City, Nassau, Suffolk, Rockland and
Westchester Counties, New Jersey and Connecticut.  Haven provides
auto, home-owners and business lines of insurance through its
subsidiary, CFS Insurance Agency, Inc. The Bank's deposits are
insured by the FDIC.
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

                                                              3
<PAGE>
actual results to differ materially.  Such risks and
uncertainties include, but are not limited to, those related to
overall businessconditions, particularly in the consumer
financial services, mortgage and insurance markets in which Haven
operates, fiscal and monetary policy, competitive products and
pricing, credit risk management, changes in regulations affecting
financial institutions and other risks and uncertainties
discussed in Haven's SEC filings, including its 1999 Form 10-K.
Haven disclaims any obligation to publicly announce future events
or developments, which may affect the forward-looking statements
contained herein.

                HAVEN BANCORP, INC.
Selected Financial Ratios and Selected Financial Data

Selected Financial Ratios
                                        Three Months Ended
                                            March 31,
                                        2000         1999
(annualized)

Return on average assets                 0.01%       0.42%
Return on average assets
  excluding restructuring charges        0.63        0.42
Return on average equity                 0.39        8.67
Return on average equity
  excluding restructuring charges       17.96        8.67
Net interest spread                      2.70        2.75
Net interest margin                      2.74        2.80
Operating expenses to average assets(1)  2.73        3.16


(1) For the purpose of this calculation, operating expenses equal
non-interest expense excluding amortization of goodwill, real
estate owned operations, net and non-performing loan expenses
totaling $75,000 and $190,000  for the three months ended March
31, 2000 and 1999, respectively, and the restructuring charges of
$7.1 million recognized in the 2000 quarter.

                                         March 31,   December 31,
                                           2000         1999
Stockholders' equity to total assets       3.46%        3.56%
Stockholders' equity per share           $11.38       $11.73
Non-performing loans to total loans        0.39%        0.42%
Non-performing assets to total assets      0.25         0.27
Allowance for loan losses to non-
  performing loans                       237.00       216.56
Allowance for loan losses to total loans   0.92         0.92




                                                              4
<PAGE>
Selected Financial Data ! Retail Branches(1)

<TABLE>
<CAPTION>

TRADITIONAL BRANCHES
8 Branches
March  31, 2000            Number                    % of Traditional
                         of Accounts   Balance       Branch Deposits
<S>                      <C>         <C>              <C>
Total Deposits            169,587   $1,236.7 billion
Checking                   69,366   $  168.0 million     13.6%
Savings & Money Market     58,632   $  390.4 million     31.6%
Certificates               41,589   $  678.3 million     54.8%
Cost of deposits                    3.87%
Fee income contribution             $2.5 million

SUPERMARKET BRANCHES
62 Branches
March  31, 2000            Number                    % of Supermarket
                         of Accounts   Balance       Branch Deposits

Total Deposits            227,501   $898.5 million
Checking                  128,972   $118.2 million       13.1%
Savings & Money Market    72,158    $323.2 million       36.0%
Certificates              26,371    $457.1 million       50.9%
Cost of deposits                    4.45%
Fee income contribution             $4.7 million
</TABLE>

(1) Excludes approximately $15.7 million of deposits held in the
administrative branch.




















                                                              5
<PAGE>

                     HAVEN BANCORP, INC.
               Consolidated Statements of Income
         (Dollars in thousands, except per share data)
                         (Unaudited)
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31,
                                                          ------------------
                                                          2000          1999
                                                          ----          ----
<S>                                                       <C>          <C>
Interest income:
  Loans                                                   $34,407      $25,735
  Mortgage-backed securities                               12,857       12,650
  Money market investments                                    147           30
  Debt and equity securities                                4,326        2,065
                                                           ------       ------
     Total interest income                                 51,737       40,480
                                                           ------       ------
Interest expense:
 Deposits:
  Savings accounts                                          4,516        4,669
  NOW accounts                                                382          324
  Money market accounts                                       529          419
  Certificate accounts                                     15,571       11,753
 Borrowed funds                                            11,147        7,109
                                                           ------       ------
    Total interest expense                                 32,145       24,274
                                                           ------       ------
Net interest income before provision for loan losses       19,592       16,206
Provision for loan losses                                     565          675
                                                           ------       ------
Net interest income after provision for loan losses        19,027       15,531
                                                           ------       ------
Non-interest income:
  Loan fees and servicing income                              264          505
  Mortgage banking income                                   1,084        2,268
  Retail banking fee                                        4,866        3,079
  Net gain on sales of interest-earning assets                126          335
  Insurance, annuity and mutual fund fees                   2,169        1,975
  Other                                                        94          135
                                                           ------       ------
     Total non-interest income                              8,603        8,297
                                                           ------       ------
Non-interest expense
  Compensation and benefits                                11,037       11,040
  Occupancy and equipment                                   3,609        3,344
  REO operations, net                                        (176)        (151)
  Federal deposit insurance premiums                          108          254
  Restructuring charges                                     7,057          -
  Other                                                     5,840        5,138
                                                           ------       ------
     Total non-interest expense                            27,475       19,625
                                                           ------       ------
Income before income tax expense                              155        4,203
Income tax expense                                             54        1,603
                                                           ------       ------
Net income                                                $   101      $ 2,600
                                                           ======       ======
Net income per common share:  Basic                        $ 0.01       $ 0.30
                                                           ======       ======
                              Diluted                      $ 0.01       $ 0.29
                                                           ======       ======
</TABLE>
Note:  Certain reclassifications have been made to prior period
amounts to conform to the current period presentation.




                                                              6
<PAGE>
                       HAVEN BANCORP, INC.
         Consolidated Statements of Financial Condition
         (Dollars in thousands, except for share data)
                          (Unaudited)


<TABLE>
<CAPTION>
                                                                       March 31,    December 31,
                                                                         2000          1999
                                                                       ---------    ------------
<S>                                                                    <C>          <C>
ASSETS
Cash and due from banks                                                $   51,740    $   41,479
Money market investments                                                    6,104         1,238
Securities available for sale                                             943,435       937,299
Loans held for sale                                                        49,384        82,709
Federal Home Loan Bank of NY Stock                                         27,865        27,865
Loans receivable:
  First mortgage loans                                                  1,793,622     1,777,208
  Cooperative apartment loans                                               4,048         3,669
  Other loans                                                              24,348        25,948
                                                                        ---------     ---------
Total loans receivable                                                  1,822,018     1,806,825
     Less allowance for loan losses                                       (16,836)      (16,699)
                                                                        ---------     ---------
Loans receivable, net                                                   1,805,182     1,790,126
Premises and equipment, net                                                35,002        35,928
Accrued interest receivable                                                15,564        15,825
Other assets                                                               31,636        33,381
                                                                        ---------     ---------
     Total assets                                                      $2,965,912    $2,965,850
                                                                        =========     =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits                                                             $2,150,944    $2,080,613
  Borrowed funds                                                          680,987       749,232
  Due to broker                                                               871          -
  Other liabilities                                                        30,369        30,422
                                                                        ---------     ---------
     Total liabilities                                                  2,863,171     2,860,267
                                                                        ---------     ---------
Stockholders' Equity:
  Preferred stock, ($.01 par value, 2,000,000
    shares authorized, none issued)                                          -             -
  Common stock ($.01 par value, 30,000,000 authorized,
    9,918,750 issued; 9,026,661 and 9,000,237 shares outstanding
    at March 31, 2000 and December 31, 1999, respectively)                    100           100
  Additional paid-in capital                                               52,556        52,336
  Retained earnings, substantially restricted                              88,525        89,083
  Accumulated other comprehensive income:
    Unrealized loss on securities available for sale, net
      of tax effect                                                       (28,101)      (25,465)
  Treasury stock, at cost (892,089 and 1,059,058 shares at March 31,
    2000 and December 31, 1999, respectively)                              (8,759)       (8,934)
  Unallocated common stock held by ESOP                                      (864)         (934)
  Unearned common stock held by Bank's Recognition Plans and Trusts          (218)         (231)
  Unearned compensation                                                      (498)         (372)
                                                                        ---------     ---------
      Total stockholders' equity                                          102,741       105,583
                                                                        ---------     ---------
      Total liabilities and stockholders' equity                       $2,965,912    $2,965,850
                                                                        =========     =========
Book value per share                                                       $11.38        $11.73
                                                                        =========     =========
</TABLE>






                                                               7
<PAGE>
                         HAVEN BANCORP, INC.
        Consolidated Average Balance Sheet - Yield/Rate Analysis
                       (Dollars in thousands)
<TABLE>
<CAPTION>
                                                             For the Three Months Ended
                                                      March 31, 2000              March 31, 1999
                                                 ------------------------    ------------------------
                                                 Average          Yield/     Average          Yield/
                                                 Balance Interest Rate(1)    Balance Interest Rate(1)
                                                 ------- -------- -------    ------- -------- -------
                                                                (Dollars in thousands)
<S>                                              <C>     <C>      <C>        <C>     <C>      <C>
Assets:
Interest-earning assets:
 Mortgage loans                                $1,854,895  $33,900  7.31%  $1,377,235  $24,885  7.23%
 Other loans                                       25,223      507  8.04       37,178      850  9.15
 Mortgage-backed securities                       734,530   12,857  7.00      762,234   12,650  6.64
 Money market investments                          11,902      147  4.94        1,516       30  7.92
 Debt and equity securities                       228,406    4,326  7.58      133,067    2,065  6.21
                                                ---------   ------          ---------   ------
Total interest-earning assets                   2,854,956   51,737  7.25    2,311,230   40,480  7.01
Non-interest-earning assets                       123,305   ------            147,604   ------
                                                ---------                   ---------
   Total assets                                 2,978,261                   2,458,834
                                                =========                   =========
Liabilities and stockholders' equity:
Interest-bearing liabilities:
    Savings accounts                              630,899    4,516  2.86      576,044    4,669  3.24
    Certificate accounts                        1,141,035   15,571  5.46      892,050   11,753  5.27
    NOW accounts                                  260,657      382  0.59      222,499      324  0.58
    Money market accounts                          70,272      529  3.01       57,986      419  2.89
    Borrowed funds                                723,653   11,147  6.16      530,099    7,109  5.36
                                                ---------   ------          ---------   ------
Total interest-bearing liabilities              2,826,516   32,145  4.55    2,278,678   24,274  4.26
Other liabilities                                  47,319   ------             60,133   ------
                                                ---------                   ---------
     Total liabilities                          2,873,835                   2,338,811
Stockholders' equity                              104,426                     120,023
                                                ---------                   ---------
Total liabilities and stockholders' equity     $2,978,261                   2,458,834
                                                =========                   =========
Net interest income                                       $19,592                     $16,206
                                                           ======                      ======
Net interest spread                                                 2.70%                       2.75%
                                                                    ====                        ====
Net interest margin                                                 2.74%                       2.80%
                                                                    ====                        ====
</TABLE>

(1) annualized















                                                              8
<PAGE>

                     HAVEN BANCORP, INC.
               Consolidated Statements of Income
         (Dollars in thousands, except per share data)
                         (Unaudited)
<TABLE>
<CAPTION>
                                                     2000                   1999
                                                     ----      -------------------------------
                                                      1Q        4Q       3Q       2Q       1Q
                                                     ----      ----     ----     ----     ----
<S>                                                  <C>      <C>      <C>      <C>      <C>
Interest income:
  Loans                                              $34,407  $33,923  $31,339  $28,416  $25,735
  Mortgage-backed securities                          12,857   12,566   12,952   12,686   12,650
  Money market investments                               147       20       53       39       30
  Debt and equity securities                           4,326    4,160    4,134    3,095    2,065
                                                      ------   ------   ------   ------   ------
     Total interest income                            51,737   50,669   48,478   44,236   40,480
                                                      ------   ------   ------   ------   ------
Interest expense:
 Deposits:
  Savings accounts                                     4,516    4,867    5,114    5,015    4,669
  NOW accounts                                           382      503      428      419      324
  Money market accounts                                  529      544      430      440      419
  Certificate accounts                                15,571   14,891   13,554   12,071   11,753
 Borrowed funds                                       11,147   11,585   10,400    8,371    7,109
                                                      ------   ------   ------   ------   ------
    Total interest expense                            32,145   32,390   29,926   26,316   24,274
                                                      ------   ------   ------   ------   ------
Net interest income before provision for loan losses  19,592   18,279   18,552   17,920   16,206
Provision for loan losses                                565    1,035    1,035      880      675
                                                      ------   ------   ------   ------   ------
Net interest income after provision for loan losses   19,027   17,244   17,517   17,040   15,531
                                                      ------   ------   ------   ------   ------
Non-interest income:
  Loan fees and servicing income                         264    1,285      528      422      505
  Mortgage banking income                              1,084      692       97      677    2,268
  Retail banking fee                                   4,866    4,634    4,472    3,865    3,079
  Net gain on sales of interest-earning assets           126     (930)     111    1,234      335
  Insurance, annuity and mutual fund fees              2,169    1,885    2,231    2,168    1,975
  Other                                                   94      211      170      182      135
                                                      ------   ------   ------   ------   ------
Total non-interest income                              8,603    7,777    7,609    8,548    8,297
                                                      ------   ------   ------   ------   ------
Non-interest expense
  Compensation and benefits                           11,037   11,803   10,917   10,927   11,040
  Occupancy and equipment                              3,609    2,723    3,482    3,439    3,344
  REO operations, net                                   (176)    (148)     112      (33)    (151)
  Federal deposit insurance premiums                     108      302      255      254      254
  Restructuring charge                                 7,057     -        -        -        -
  Other                                                5,840    5,253    5,520    5,662    5,138
                                                      ------   ------   ------   ------   ------
Total non-interest expense                            27,475   19,933   20,286   20,249   19,625
                                                      ------   ------   ------   ------   ------
Income before income tax expense                         155    5,088    4,840    5,339    4,203
Income tax expense                                        54    1,359    1,890    2,011    1,603
                                                      ------   ------   ------   ------   ------
Net income                                           $   101  $ 3,729  $ 2,950  $ 3,328  $ 2,600
                                                      ======   ======   ======   ======   ======
Net income per common share:  Basic                   $ 0.01   $ 0.42   $ 0.34   $ 0.38   $ 0.30
                                                      ======   ======   ======   ======   ======
                              Diluted                 $ 0.01   $ 0.40   $ 0.32   $ 0.37   $ 0.29
                                                      ======   ======   ======   ======   ======
</TABLE>

Note:  Certain reclassifications have been made to prior period
amounts to conform to the current period presentation.




                                                              9


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