UNITED STATES SECURITIES AND EXCHANGE COMMISSION 2:00 Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ending MARCH 31, 1998 -------------------- or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________ to ___________ Commission File Number: 0-15213 WEBSTER FINANCIAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 06-1187536 - ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Webster Plaza, Waterbury, Connecticut 06720 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (203) 753-2921 ---------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate the number of shares outstanding for the issuer's classes of common stock, as of the latest practicable date. Common Stock (par value $ .01) 38,045,122 SHARES - ------------------------------ -------------------------------------- (Class) Issued and Outstanding at May 12, 1998
Webster Financial Corporation and Subsidiaries - -------------------------------------------------------------------------------- INDEX PAGE NO. PART I - FINANCIAL INFORMATION Consolidated Statements of Condition at March 31, 1998 and December 31, 1997 3 Consolidated Statements of Operations for the Three Months Ended March 31, 1998 and 1997 4 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1998 and 1997 5 Notes to Consolidated Financial Statements 6 Management's Discussion and Analysis of Consolidated Financial Statements 11 Quantitative and Qualitative Disclosures about Market Risk 18 PART II - OTHER INFORMATION 19 SIGNATURES 21 EXHIBIT INDEX 22
Webster Financial Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CONDITION (Dollars in Thousands, Except Share Data) <TABLE> <CAPTION> MARCH 31, DECEMBER 31, ASSETS 1998 1997 ----------- -------------- (UNAUDITED) <S> <C> <C> Cash and Due from Depository Institutions $ 105,645 $ 122,267 Interest-bearing Deposits 7,564 30,504 Securities: (Note 2) Trading at Fair Value 82,713 84,749 Available for Sale, at Fair Value 2,830,625 2,290,254 Held to Maturity, (Market Value: $411,302 in 1998; $412,061 in 1997) 410,785 412,237 Loans Receivable, Net 3,815,377 3,865,358 Accrued Interest Receivable 44,965 40,755 Premises and Equipment, Net 62,066 58,640 Foreclosed Properties, Net 7,654 8,471 Intangible Assets 47,350 48,919 Prepaid Expenses and Other Assets 144,071 57,467 ----------- ----------- TOTAL ASSETS $ 7,558,815 $ 7,019,621 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits $ 4,444,483 $ 4,365,756 Federal Home Loan Bank Advances 1,338,620 1,071,620 Reverse Repurchase Agreements and Other Borrowings (Note 6) 1,124,122 956,554 Advance Payments by Borrowers for Taxes and Insurance 13,745 23,335 Accrued Expenses and Other Liabilities 88,440 70,593 ----------- ----------- Total Liabilities 7,009,410 6,487,858 ----------- ----------- Corporation-Obligated Mandatorily Redeemable Capital Securities of Subsidiary Trust 100,000 100,000 Preferred Stock of Subsidiary Corporation 49,577 49,577 SHAREHOLDERS' EQUITY Common Stock, $.01 par value: Authorized - 50,000,000 shares; Issued - 27,411,298 shares at March 31, 1998 and 27,352,272 shares at December 31, 1997 (1) 274 274 Paid-in Capital 173,020 171,659 Retained Earnings 205,931 193,130 Less Treasury Stock at cost, no shares at March 31, 1998 and 45,916 shares at December 31, 1997 (1) -- (1,116) Less Employee Stock Ownership Plan Shares Purchased with Debt (1,340) (1,971) Accumulated Other Comprehensive Income 21,943 20,210 ----------- ----------- Total Shareholders' Equity 399,828 382,186 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 7,558,815 $ 7,019,621 =========== =========== </TABLE> (1) The number of common shares issued and treasury shares have been adjusted to reflect a two-for-one stock split effective for shareholders of record as of April 6, 1998. See accompanying condensed notes to consolidated financial statements. 3
Webster Financial Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (Dollars in Thousands, Except Share Data) - -------------------------------------------------------------------------------- <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, ----------------------- 1998 1997 -------- ------- <S> <C> <C> INTEREST INCOME: Loans $ 76,162 $ 72,458 Securities and Interest-bearing Deposits 45,427 28,084 -------- -------- Total Interest Income 121,589 100,542 -------- -------- INTEREST EXPENSE: Interest on Deposits 43,401 42,956 Interest on Borrowings 30,388 12,353 -------- -------- Total Interest Expense 73,789 55,309 -------- -------- Net Interest Income 47,800 45,233 Provision for Loan Losses 1,600 7,265 -------- -------- Net Interest Income After Provision for Loan Losses 46,200 37,968 -------- -------- NONINTEREST INCOME: Fees and Service Charges 7,910 6,258 Gain on Sale of Loans and Loan Servicing, Net 112 134 Gain on Sale of Securities, Net 3,098 408 Other Noninterest Income 2,218 1,246 -------- -------- Total Noninterest Income 13,338 8,046 -------- -------- NONINTEREST EXPENSES: Salaries and Employee Benefits 15,748 15,891 Occupancy Expense of Premises 3,065 3,224 Furniture and Equipment Expenses 3,438 2,955 Foreclosed Property Expenses and Provisions, Net (Note 5) 169 472 Intangible Amortization 1,569 1,567 Marketing Expenses 1,837 1,564 Merger and Acquisition Expenses (Note 7) -- 19,858 Capital Securities Expense 2,400 1,648 Dividends on Preferred Stock of Subsidiary Corporation 1,038 -- Other Operating Expenses 5,893 6,292 -------- -------- Total Noninterest Expenses 35,157 53,471 -------- -------- Income (Loss) Before Income Taxes 24,381 (7,457) Income Tax Expense (Benefit) 8,848 (3,573) -------- -------- NET INCOME (LOSS) $ 15,533 ($ 3,884) ======== ======== Net Income (Loss) Per Common Share (1): Basic $0.57 ($0.14) Diluted $0.55 ($0.14) Dividends Declared Per Common Share (1) $0.10 $0.10 </TABLE> (1) Per share amounts have been adjusted to reflect a two-for-one stock split effective for shareholders of record as of April 6, 1998. See accompanying condensed notes to consolidated financial statements. 4
Webster Financial Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars In Thousands) - -------------------------------------------------------------------------------- <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, ---------------------------- 1998 1997 ---------- ---------- <S> <C> <C> OPERATING ACTIVITIES: Net Income (Loss) $ 15,533 $ (3,884) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities: Provision for Loan Losses 1,600 7,265 Provision for Foreclosed Property Losses 108 63 Provision for Depreciation and Amortization 2,441 2,299 Amortization of Securities Premiums, Net (342) (14) Amortization of Hedging Costs, Net 1,119 652 Amortization and Write-down of Intangibles 1,569 1,567 Amortization of Mortgage Servicing Rights 367 97 Gains on Sale of Foreclosed Properties, Net (355) (150) Loans and Securities Gains, Net (3,057) (350) Gains on Trading Securities, Net (153) (197) Decrease (Increase) in Trading Securities 24,831 (5,579) Loans Originated for Sale (1,852) (10,514) Sale of Loans, Originated for Sale 5,790 11,469 (Increase) Decrease in Interest Receivable (4,210) 4 (Decrease) Increase in Interest Payable (4,660) 724 (Decrease) Increase in Accrued Expenses and Other Liabilities, Net (135) 3,267 (Increase) Decrease in Prepaid Expenses and Other Assets, Net (88,226) 1,646 ---------- ---------- Net Cash (Used) Provided by Operating Activitie (49,632) 8,365 ---------- ---------- INVESTING ACTIVITIES: Purchases of Securities, Available for Sale (960,766) (507,101) Purchases of Securities, Held to Maturity (34,830) (5,949) Maturities of Securities 34,271 24,320 Proceeds from Sale of Securities, Available for Sale 316,871 28,784 Net Decrease (Increase) in Interest-bearing Deposits 22,940 (24,100) Purchase of Loans -- (65,000) Net Decrease in Loans 43,276 9,375 Proceeds from Sale of Foreclosed Properties 2,343 1,646 Principal Collected on Mortgage-backed Securities 110,691 65,126 Purchases of Premises and Equipment, Net (5,867) (1,767) ---------- ---------- Net Cash Used by Investing Activities (471,071) (474,666) ---------- ---------- FINANCING ACTIVITIES: Net Increase (Decrease) in Deposits 78,727 (44,567) Repayment of FHLB Advances (978,271) (1,000,887) Proceeds from FHLB Advances 1,245,271 1,147,997 Repayment of Other Borrowings (2,290,270) (710,057) Proceeds from Other Borrowings 2,458,881 986,334 Net Decrease in Advance Payments for Taxes and Insurance (9,590) (16,494) Net Proceeds from Issuance of Capital Securities -- 97,700 Cash Dividends to Common and Preferred Shareholders (2,733) (2,146) Common Stock Repurchased -- (1,660) Exercise of Stock Options 2,066 514 ---------- ---------- Net Cash Provided by Financing Activities 504,081 456,734 ---------- ---------- Decrease in Cash and Cash Equivalents (16,622) (9,567) Cash and Cash Equivalents at Beginning of Period 122,267 105,226 ---------- ---------- Cash and Cash Equivalents at End of Period $ 105,645 $ 95,659 ========== ========== SUPPLEMENTAL DISCLOSURES: Income Taxes Paid $ 2,300 $ 1,920 Interest Paid 78,439 54,088 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Transfer of Loans to Foreclosed Properties 3,401 8,272 </TABLE> See accompanying condensed notes to consolidated financial statements. 5
Webster Financial Corporation and Subsidiaries CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All adjustments were of a normal recurring nature. The results of operations for the three month period ended March 31, 1998 are not necessarily indicative of the results which may be expected for the year as a whole. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Webster Financial Corporation 1997 Annual Report to shareholders. The consolidated financial statements include the accounts of Webster Financial Corporation ("Webster") and its subsidiaries. NOTE 2 - SECURITIES Securities with fixed maturities that are classified as Held to Maturity are carried at cost, adjusted for amortization of premiums and accretion of discounts over the estimated terms of the securities utilizing a method which approximates the level yield method. Securities that management intends to hold for indefinite periods of time (including securities that management intends to use as part of its asset/liability strategy, or that may be sold in response to changes in interest rates, changes in prepayment risk, the need to increase regulatory capital or other similar factors) are classified as Available for Sale. All Equity Securities are classified as Available for Sale. Securities Available for Sale are carried at fair value with unrealized gains and losses included in Other Comprehensive Income. Securities classified as Trading Securities are carried at fair value with unrealized gains and losses included in Gains on Sale of Securities on the Statement of Operations. Gains and losses on the sales of securities are recorded using the specific identification method. A summary of securities follows (in thousands): <TABLE> <CAPTION> March 31, 1998 December 31, 1997 ------------------------------------------------- ---------------------------------------------- Amortized Gross Unrealized Market Amortized Gross Unrealized Market Cost Gains Losses Value Cost Gains Losses Value ----------- -------- --------- ----------- ----------- --------- -------- ----------- <S> <C> <C> <C> <C> <C> <C> <C> <C> TRADING SECURITIES: Mortgage-Backed Securities $ 82,713(a) $ -- $ -- $ 82,713 $ 84,749(a) $ -- $ -- $ 84,749 ----------- -------- --------- ----------- ----------- -------- --------- ----------- AVAILABLE FOR SALE PORTFOLIO: U.S. Treasury Notes 6,506 24 (1) 6,529 6,507 31 (3) 6,535 U.S. Government Agency 35,228 161 (31) 35,358 42,229 201 (24) 42,406 Corporate Bonds and Notes 4,080 2 (200) 3,882 6,662 4 (201) 6,465 Equity Securities 207,241 23,467 (262) 230,446 183,560 21,914 (609) 204,865 Mortgage-Backed Securities 2,520,826 32,082 (7,149) 2,545,759 2,001,372 27,339 (6,545) 2,022,166 Purchased Interest-Rate Contracts 18,911 -- (10,260) 8,651 15,079 -- (7,262) 7,817 ----------- -------- --------- ----------- ----------- -------- --------- ----------- 2,792,792 55,736 (17,903) 2,830,625 2,255,409 49,489 (14,644) 2,290,254 ----------- -------- --------- ----------- ----------- -------- --------- ----------- HELD TO MATURITY PORTFOLIO: U.S. Treasury Notes 2,452 14 -- 2,466 2,447 28 -- 2,475 U.S. Government Agency 26,253 13 (28) 26,238 32,274 14 (65) 32,223 Municipal Bonds & Notes 12,500 52 (13) 12,539 12,500 93 (1) 12,592 Corporate Bonds and Notes 35,186 199 (420) 34,965 1,199 3 -- 1,202 Money Market Preferred Stock -- -- -- -- 1,000 -- -- 1,000 Mortgage-Backed Securities 334,394 2,681 (1,981) 335,094 362,817 2,533 (2,781) 362,569 ----------- -------- --------- ----------- ----------- -------- --------- ----------- 410,785 2,959 (2,442) 411,302 412,237 2,671 (2,847) 412,061 ----------- -------- --------- ----------- ----------- -------- --------- ----------- Total $ 3,286,290 $ 58,695 $ (20,345) $ 3,324,640 $ 2,752,395 $ 52,160 $ (17,491) $ 2,787,064 =========== ======== ========= =========== =========== ======== ========= =========== </TABLE> (a) Stated at fair market value. 6
Webster Financial Corporation and Subsidiaries CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 3 - NET INCOME PER SHARE Basic net income per share is calculated by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding. Diluted net income per share is calculated by dividing adjusted net income by the weighted-average number of diluted common shares, including the effect of common stock equivalents. The common stock equivalents consist of common stock options and warrants. The weighted-average shares used in the calculation of net income per share have been adjusted to reflect the two-for-one stock split which was effective for shareholders of record as of April 6, 1998. The weighted-average number of shares used in the computation of basic earnings per share the for three months ended March 31, 1998 and 1997 were 27,246,312 and 26,894,716, respectively, and shares used in the computation of diluted earnings per share were 28,107,926 and 27,712,796 for the same periods, respectively. NOTE 4 - COMPREHENSIVE INCOME The provisions of Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income" were adopted as of January 1, 1998. SFAS No. 130 establishes standards for the reporting and display of comprehensive income and its components (such as changes in net unrealized investment gains and losses). Comprehensive income includes net income and any changes in equity from non-owner sources that bypass the income statement. The purpose of reporting comprehensive income is to report a measure of all changes in equity of an enterprise that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. Application of SFAS No. 130 will not impact amounts previously reported for net income or affect the comparability of previously issued financial statements. The following table summarizes comprehensive income for the three months ended March 31, 1998 and 1997: <TABLE> <CAPTION> For the Three Months Ended March 31, --------------------------- 1998 1997 -------- -------- <S> <C> <C> Net income $ 15,533 ($ 3,884) Other comprehensive income, net of tax Unrealized gains (losses) on investments: Unrealized holding gains arising during period (net of income tax expense of $2,492 and $237 for 1998 and 1997, respectively) 3,441 327 Less reclassification adjustment for gains included in net income (net of income tax expense of $1,237 and $89 for 1998 and 1997) 1,708 122 -------- -------- Other comprehensive income 1,733 205 -------- -------- Comprehensive income $ 17,266 ($ 3,679) ======== ======== </TABLE> 7
Webster Financial Corporation and Subsidiaries CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 5 - FORECLOSED PROPERTY EXPENSES AND PROVISIONS, NET Foreclosed property expenses and provisions, net are summarized as follows (in thousands): <TABLE> <CAPTION> Three Months Ended March 31, -------------------------- 1998 1997 ------ -------- <S> <C> <C> Gain on Sale of Foreclosed Property, Net $ (355) $ (150) Provision for Losses on Foreclosed Property 108 63 Rental Income (23) (27) Foreclosed Property Expenses 439 586 ------ ------- Foreclosed Property Expenses and Provisions, Net $ 169 $ 472 ====== ======= </TABLE> NOTE 6 - REVERSE REPURCHASE AGREEMENTS At March 31, 1998, Webster had short term borrowings through reverse repurchase agreements outstanding. Information concerning borrowings under reverse repurchase agreements is summarized below (dollars in thousands): <TABLE> <CAPTION> BALANCE AT WEIGHTED MATURITY BOOK VALUE MARKET VALUE MARCH 31, 1998 TERM AVERAGE RATE DATE OF COLLATERAL OF COLLATERAL - -------------- -------------- ------------ --------------- ------------- ------------- <S> <C> <C> <C> <C> <C> $1,032,499 1 to 17 months 5.82% Less than 2 mon $1,032,609 $1,048,630 </TABLE> The securities underlying the reverse repurchase agreements are all U.S. Agency collateral and have been delivered to the broker-dealers who arrange the transactions. Webster uses reverse repurchase agreements when the cost of such borrowings is less than other funding sources. The average balance and the maximum amount of outstanding reverse repurchase agreements at any month-end during the 1998 first quarter was $946.1 million and $1.033 billion, respectively. The outstanding balance of reverse repurchase agreements at March 31, 1997 was $380.2 million. 8
Webster Financial Corporation and Subsidiaries CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 7 - 1997 ACQUISITION COSTS In connection with the acquisitions of DS Bancor, Inc. ("Derby") and People's Savings Financial Corp. ("People's"), that were completed on January 31, 1997 and July 31, 1997, respectively, Webster recorded approximately $27.1 million of merger-related charges, of which $19.9 million was recorded in the three month period ended March 31, 1997. Additionally, Webster recorded an increase of $7.1 million to the provision for loan losses related to the acquisition of Derby and People's, of which $5.6 million was recorded in the three month period ended March 31, 1997, for conformity to Webster's credit policies. In connection with the acquisition of Sachem Trust National Association on August 1, 1997, Webster recorded costs that did not impact the statements of income as that transaction was recorded as a purchase transaction. The following table presents a summary of the merger-related accrued liabilities (in thousands): <TABLE> <CAPTION> Derby People's ---------- -------- <S> <C> <C> Balance of merger-related accrued liabilities at December 31, 1996 $ -- $ -- Additions: 19,900 7,200 Payments/Writedowns: Compensation (severance and related costs) (6,700) (1,400) Data processing contract termination (1,600) -- Write down of fixed assets (1,200) -- Transaction costs (including investment bankers, attorneys and accountants) (2,200) (1,300) Merger related and miscellaneous expenses (2,800) (2,100) ------ ------ Balance of merger-related accrued liabilities at December 31, 1997 5,400 2,400 ------ ------ Payments/Writedowns: Compensation (severance and related costs) -- (100) Data processing contract termination (200) -- Merger related and miscellaneous expenses -- (100) ------ ------ Balance of merger-related accrued liabilities at March 31, 1998 $ 5,200 $ 2,200 ======= ======= </TABLE> The remaining accrued liability of $7.4 million represents, for the most part, an accrual for data processing contract termination costs payable over a future period and the estimated loss on sale of excess fixed assets due to consolidation of overlapping branch locations. 9
Webster Financial Corporation and Subsidiaries CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 8 - ACCOUNTING STANDARDS In February 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 132, "Employer's Disclosures about Pensions and Other Postretirement Benefits." This statement amends the disclosure requirements of Statements No. 87, "Employer's Accounting for Pensions", No. 88 "Employer's Accounting for Settlements and Curtailments of Defined Benefit Pensions Plans and for Termination Benefits" and No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." This statement standardizes the disclosure requirements of Statements No. 87 and No. 106 to the extent practicable and recommends a parallel format for presenting information about pensions and other postretirement benefits. This statement addresses disclosure only and does not change any measurement or recognition provisions provided in previous statements. Disclosure requirements affecting amounts related to a company's result of operations should be provided for each period an income statement is presented and similarly disclosure requirements affecting amounts related to a company's statement of financial position should be presented for each period a statement of financial condition is presented. This statement is effective for fiscal years beginning after December 15, 1997 and will be adopted in connection with the 1998 annual financial statements. In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." This statement establishes standards for the method in which public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim reports issued to shareholders. This statement requires that public business enterprises report quantitative and qualitative information about its reportable segments, including profit or loss, certain specific revenue and expense items and segment assets. Webster plans to report segment information along its four business lines: consumer, business, mortgage banking and trust and investment management services. This statement also requires reconciliations of total segment revenues, total segment profit or loss, total segment assets and other amounts disclosed for segments to corresponding amounts in the Consolidated Financial Statements. This statement is effective for financial statements for periods beginning after December 15, 1997 and in the initial year of application, comparative information for earlier years is required. Comparative interim information is required in the year subsequent to adoption. This statement will be adopted in connection with the 1998 annual financial statements. NOTE 9 - SUBSEQUENT EVENTS Eagle Financial Corp. Acquisition Completion On February 13, 1998, Webster received approval from its primary regulator, the Office of Thrift Supervision ("OTS"), to acquire Eagle Financial Corp. ("Eagle") the holding company of Eagle Bank. The transaction was approved by shareholders at a special meeting held on April 2, 1998 and the transaction was closed on April 15, 1998. Stock Split Transaction Webster completed a two-for-one stock split effected in the form of a stock dividend for common shareholders of record as of April 6, 1998 with distribution to shareholders on April 14, 1998. 10
Webster Financial Corporation and Subsidiaries MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- GENERAL Webster Financial Corporation ("Webster"), through its subsidiary, Webster Bank (the "Bank"), delivers financial services to individuals, families and businesses located throughout Connecticut. Webster Bank is organized along four business lines: consumer, business, mortgage banking and trust and investment management services, each supported by centralized administration and operations. The Corporation has grown significantly in recent years, primarily through a series of acquisitions which have expanded and strengthened its franchise. CHANGES IN FINANCIAL CONDITION Total assets were $7.6 billion at March 31, 1998, an increase of $539.2 million from $7.0 billion at December 31, 1997. The change in total assets is due primarily to a net increase in securities of $536.9 million, offset by a decrease in Loans Receivable, net of $50.0 million. The increase was funded, in part, by new borrowings of $434.6 million. Other Assets increased by $86.6 million from $57.5 million at December 31, 1997 to $144.1 million at March 31, 1998. The increase is due primarily to the purchase of Bank Owned Life Insurance, which increased to $101.3 million at March 31, 1998 from $12.8 million at December 31, 1997. The Bank Owned Life Insurance is a single premium life insurance contract of which the Bank is the beneficiary. Total liabilities were $7.0 billion at March 31, 1998, an increase of $521.6 million from $6.5 billion at December 31, 1997. The increase in total liabilities is due primarily to net increases in deposits of $78.7 million, Federal Home Loan Bank Advances of $267.0 million and Reverse Repurchase Agreements and Other Borrowings of $167.6 million, respectively. Shareholders' equity was $399.8 million at March 31, 1998 and $382.2 million at December 31, 1997. At March 31, 1998, the Bank had Tier 1 leveraged, Tier 1 risk-based, and total risk-based capital ratios of 5.30%, 11.71% and 12.96% , respectively. The Bank met the regulatory capital requirements to be categorized as a "well capitalized" institution at March 31, 1998. ASSET QUALITY Webster devotes significant attention to maintaining high asset quality through conservative underwriting standards, active servicing of loans, aggressively managing nonperforming assets and maintaining adequate reserve coverage on nonaccrual assets. At March 31, 1998, residential and consumer loans comprised approximately 86% of the loan portfolio. All fixed income securities must have an investment rating in the top two rating categories by a major rating service at time of purchase. 11
Webster Financial Corporation and Subsidiaries MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- A breakdown of loans receivable, net by type as of March 31, 1998 and December 31, 1997 follows (in thousands): <TABLE> <CAPTION> March 31, 1998 December 31, 1997 -------------- ----------------- <S> <C> <C> Residential Mortgage Loans $2,898,989 $2,925,591 Commercial Real Estate Loans 309,174 313,263 Commercial Loans 216,604 223,926 Consumer Loans (Including Home Equity) 442,217 454,954 -------------- ----------------- Total Loans 3,866,984 3,917,734 Allowance for Loan Losses (51,607) (52,376) -------------- ----------------- Loans Receivable, Net $3,815,377 $3,865,358 ============== ================= </TABLE> Included above at March 31, 1998 and December 31, 1997 were loans held for sale of $3.0 million and $1.7 million, respectively. The following table details the nonaccrual assets at March 31, 1998 and December 31, 1997 (in thousands): <TABLE> <CAPTION> March 31, 1998 December 31, 1997 -------------- ----------------- <S> <C> <C> Loans Accounted For on a Nonaccrual Basis: Residential Real Estate $22,370 $23,651 Commercial 12,736 11,563 Consumer 2,205 2,451 ------- ------- Total Nonaccrual Loans 37,311 37,665 Foreclosed Properties: Residential and Consumer 4,672 5,091 Commercial 2,982 3,098 ------- ------- Total Nonaccrual Assets $44,965 $45,854 ======= ======= </TABLE> The net decrease in nonaccrual assets of $889,000 at March 31, 1998 as compared to the December 31, 1997 balance is due primarily to payoffs, foreclosed property sales and charge-offs. At March 31, 1998, Webster's allowance for losses on loans of $51.6 million represented 138.3% of nonaccrual loans and its total allowances for losses on nonaccrual assets of $52.1 million amounted to 114.6% of nonaccrual assets. A detail of the changes in the allowances for losses on loans and foreclosed property for the three months ended March 31, 1998 follows (in thousands): <TABLE> <CAPTION> Allowances For Losses On ---------------------------------- Impaired Foreclosed Total Loans Loans Properties Allowance for Losses -------- -------- ---------- -------------------- <S> <C> <C> <C> <C> Balance at December 31, 1997 $ 51,520 $ 856 $ 574 $52,950 Provisions for Losses 1,600 - 108 1,708 Losses Charged to Allowances (2,880) - (148) (3,028) Recoveries Credited to Allowances 511 - - 511 -------- -------- -------- ------- Balance at March 31, 1998 $ 50,751 $ 856 $ 534 $ 52,141 ======== ======== ======== ======== </TABLE> 12
Webster Financial Corporation and Subsidiaries MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Segregated Assets, Net Segregated Assets consisted of all commercial real estate, commercial, and multi-family loans acquired from the Federal Deposit Insurance Corporation ("FDIC") in the First Constitution Bank ("First Constitution") acquisition. Segregated Assets were subject to a loss-sharing arrangement with the FDIC. The FDIC was required to reimburse the Bank quarterly for 80% of the total net charge-offs and certain related expenses on Segregated Assets through December 1997, with such reimbursement increasing to 95% (less recoveries in years six and seven) as to such charge-offs and expenses in excess of $49.2 million (with payment at the end of the seventh year as to such excess). Effective January 1, 1998, the balance of all remaining Segregated Assets was transferred to the loan portfolio. During 1998 and 1999, the Bank is required to pay quarterly to the FDIC an amount equal to 80% of the recoveries during such years on Segregated Assets which were previously charged-off after deducting certain permitted expenses related to those assets. The Bank is entitled to retain 20% of such recoveries during the sixth and seventh years following the First Constitution acquisition and 100% thereafter. ASSET/LIABILITY MANAGEMENT The goal of Webster's asset/liability policy is to manage interest-rate risk so as to maximize net interest income over time in changing interest-rate environments while maintaining acceptable levels of risk. Webster must provide for sufficient liquidity for daily operations while maintaining mandated regulatory liquidity levels. To this end, Webster's strategies for managing interest-rate risk are responsive to changes in the interest-rate environment and market demands for particular types of deposit and loan products. Management measures interest-rate risk using duration, GAP and simulation analysis with particular emphasis on measuring changes in the market value of equity and changes in net interest income in different interest-rate environments. The simulation analyses incorporate assumptions about balance sheet changes such as asset and liability growth, loan and deposit pricing and changes due to the mix and maturity of such assets and liabilities. From such simulations, interest rate risk is quantified and appropriate strategies are formulated. As part of its asset/liability management strategy, Webster utilizes various interest rate instruments including short futures positions, interest rate swaps, interest rate caps and interest rate floors. Webster holds short futures positions to minimize the price volatility of certain adjustable rate assets held as Trading Securities. Changes in the market value of the short futures positions and trading securities are recognized as a gain or loss in the consolidated statements of income in the period for which the change occurred. Interest rate caps, interest rate floors and interest rate swaps are entered into as hedges against future interest rate fluctuations. Webster does not trade in speculative interest rate contracts. Those agreements meeting the criteria for hedge accounting treatment are designated as hedges and are accounted for as such. If a contract is terminated, any unrecognized gain or loss is deferred and amortized as an adjustment to the yield of the related asset or liability over the remainder of the period that was being hedged. If the linked asset or liability is disposed of prior to the end of the period being managed, the related interest rate contract is marked to fair value, with any resulting gain or loss recognized in current period income as an adjustment to the gain or loss on the disposal of the related asset or liability. Interest income or expense associated with interest rate caps and swaps is recorded as a component of net interest income. Interest rate instruments that hedge available for sale securities are marked to fair value monthly with adjustments to shareholders' equity on a tax effected basis. 13
Webster Financial Corporation and Subsidiaries MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- LIQUIDITY AND CAPITAL RESOURCES Webster's main sources of liquidity at the holding company level are dividends from the Bank and net proceeds from capital offerings and borrowings, while the main outflows are the payment of dividends to preferred and common stockholders, repurchase of Webster's common stock and the payment of interest to holders of Webster's 8 3/4% Senior Notes and Webster's 9.36% Capital Trust I Capital Securities. There are certain restrictions on the payment of dividends by the Bank to Webster. The Bank is required to maintain minimum levels of liquid assets as defined by regulations adopted by the Office of Thrift Supervision ("OTS"). This requirement, which may be varied by the OTS, is based upon a percentage of net withdrawable deposits and short-term borrowings. The required liquidity ratio as revised by the OTS is currently 4.00% and the Bank's liquidity ratio at March 31, 1998 exceeded the requirement. Webster Bank is also required by regulation to maintain sufficient liquidity to ensure safe and sound operations. Adequate liquidity as assessed by the OTS may vary from institution to institution depending on such factors as the institution's overall asset/liability structure, market conditions, competition and the requirements of the institution's deposit and loan customers. The OTS considers both an institution's adherence to the liquidity ratio requirement, as well as safety and soundness issues, in assessing whether an institution has sufficient liquidity. Webster Bank had mortgage commitments outstanding of $131.6 million, non-mortgage commitments of $22.8 million, unused home equity credit lines of $377.0 million, available credit card lines of $110.9 million and commercial lines and letters of credit of $129.7 million at March 31, 1998. 14
Webster Financial Corporation and Subsidiaries MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- RESULTS OF OPERATIONS COMPARISON OF THE THREE MONTH PERIODS ENDED MARCH 31, 1998 AND MARCH 31, 1997 GENERAL Net income for the three month period ended March 31, 1998 was $15.5 million, or $0.55 per diluted share compared to $11.1 million or $.40 per diluted share, adjusted for acquisition expenses for the same period in 1997. Including the merger and acquisition related after tax charges of $15.0 million related to Webster's acquisition of DS Bancor, Inc. ("Derby") on January 31, 1997, Webster reported a net loss of $3.9 million or $0.14 per diluted share for the 1997 first quarter. Diluted earnings per share for the 1998 and 1997 periods have been adjusted to reflect a two-for-one stock split effective for shareholders of record on April 6, 1998. NET INTEREST INCOME Net interest income for the three month period ended March 31, 1998 amounted to $47.8 million compared to $45.2 million for the respective period in 1997. The increase for the current year period is primarily attributable to a higher volume of average interest-earning assets. The net interest rate spread for the three month period ended March 31, 1998 was 2.66%, compared to 3.18% for the same period in 1997. The decrease in interest rate spread for 1998 as compared to the same period in 1997, reflects a higher cost of funds in addition to a decrease in the yield on interest-earning assets. INTEREST INCOME Interest income for the three month period ended March 31, 1998 amounted to $121.6 million compared to $100.5 million for the comparable period in 1997. The increase in the current year is due primarily to a higher volume of average interest-earning assets, which were $6.8 billion for the 1998 period and $5.5 billion for the 1997 period. The yield on interest-earning assets decreased in the current year period due to a higher volume of lower yielding securities. The yield on interest-earning assets for the three months ended March 31, 1998 was 7.18% compared to 7.36% for the same period of the previous year. INTEREST EXPENSE Interest expense for the three month period ended March 31, 1998 amounted to $73.8 million compared to $55.3 million for the same period in 1997. The increase for the current period is due primarily to an increase in average borrowings, which were $2.1 billion for the three month current year period compared to $865.3 million for the 1997 period. The cost of interest-bearing liabilities increased to 4.52% for the three months ended March 31, 1998 as compared to 4.18% for the same period in 1997. Interest expense on borrowings for the three month period ended March 31, 1998 amounted to $30.4 million compared to $12.4 million for the same period in 1997. 15
Webster Financial Corporation and Subsidiaries MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The following tables show the major categories of average assets and average liabilities together with their respective interest income or expense and the rates earned and paid by Webster. <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, 1998 1997 - ---------------------------- -------------------------------- -------------------------------- AVERAGE AVERAGE AVERAGE AVERAGE (DOLLARS IN THOUSANDS) BALANCE INTEREST YIELD BALANCE INTEREST YIELD ------- -------- ----- ------- -------- ----- ASSETS: INTEREST EARNING ASSETS: <S> <C> <C> <C> <C> <C> <C> Loans $3,895,813 $76,162 7.83% $3,757,030 $72,458 7.73% Securities 2,881,877 45,427 6.31 1,711,380 28,084 6.57 ---------- -------- ----- ---------- ------- ---- TOTAL INTEREST EARNING ASSETS 6,777,690 121,589 7.18 5,468,410 100,542 7.36 ------- ------- Noninterest Earning Assets 372,623 279,128 ----------- ------------ TOTAL ASSETS $7,150,313 $5,747,538 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY: INTEREST BEARING LIABILITIES: Deposits $4,396,847 43,401 3.94 $4,423,962 42,956 3.94 Borrowings 2,128,898 30,388 5.71 865,287 12,353 5.71 ---------- ------- ---- ------------ ------- ---- TOTAL INTEREST BEARING LIABILITIES 6,525,745 73,789 4.52 5,289,249 55,309 4.18 ----------- ------- ----------- ------- Noninterest Bearing Liabilities 87,856 57,453 ------------- ------------- TOTAL LIABILITIES 6,613,601 5,346,702 Capital Securities and Preferred Stock of Subsidiary Corporation 149,577 68,889 SHAREHOLDERS' EQUITY 387,135 331,947 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $7,150,313 $5,747,538 ========== ========== NET INTEREST INCOME $47,800 $45,233 ======= ======= INTEREST RATE SPREAD 2.66% 3.18% ===== ===== NET YIELD ON AVERAGE INTEREST EARNING ASSETS 2.84% 3.32% ===== ===== </TABLE> PROVISION FOR LOAN LOSSES The provision for loan losses amounted to $1.6 million for the three month period ended March 31, 1998 compared to $7.3 million for the comparable 1997 period. Included in the provision for the three month period ended March 31, 1997, was a $5.6 million provision related to loans acquired in the Derby acquisition. At March 31, 1998, the allowance for loan losses was $51.6 million and represented 138.3% of nonaccrual loans, compared to $50.1 million and 124.7%, respectively a year earlier. 16
Webster Financial Corporation and Subsidiaries MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NONINTEREST INCOME Noninterest income for the three month period ended March 31, 1998 amounted to $13.3 million compared to $8.0 million for the same period in 1997. The increase is due primarily to an increase in the net gains on the sale of securities, in addition to increased income from fees and service charges in the 1998 period. There were $3.1 million of net gains on the sales of securities for the three month period ended March 31, 1998 compared to $408,000 for the same period in 1997. Fees and service charges increased to $7.9 million for the three months ended March 31, 1998 from $6.3 million for the same period in 1997 due primarily to deposit related fees and charges. NONINTEREST EXPENSES Noninterest expenses for the three months ended March 31, 1998 amounted to $35.2 million compared to $53.5 million for the same period in 1997. The decrease in noninterest expenses for the current three month period is due primarily to $19.9 million of acquisition expenses in the first quarter of 1997 related to the Derby acquisition. For the three month period ended March 31, 1998 compared to the same period in 1997, noninterest expenses decreased $246,000, excluding acquisition and capital securities expenses and the dividends on the preferred stock of the subsidiary corporation. Decreases in salary and benefits, occupancy, foreclosed property and other operating expenses were offset by increases in furniture and equipment and marketing expenses. INCOME TAXES Total income tax expense for the three month period ended March 31, 1998 amounted to $8.8 million compared to a benefit of $3.6 million for the same period in 1997. The increase in income tax expense was due primarily to the net loss recorded by Webster in 1997 as a result of the acquisition expenses related to the Derby acquisition. 17
Webster Financial Corporation and Subsidiaries QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - -------------------------------------------------------------------------------- The following table details the estimated market value of Webster's financial assets at March 31, 1998, if interest rates instantaneously increase or decrease 100 basis points. <TABLE> <CAPTION> BOOK MARKET ESTIMATED MARKET VALUE IMPACT ASSETS VALUE VALUE -100 BP +100BP - ------ ----------- ----------- ----------- ----------- <S> <C> <C> <C> <C> Interest-Sensitive Assets Trading $ 82,713 $ 82,713 $ (164) $ (40) Non-Trading 6,853,221 6,645,451 106,501 (137,300) Interest-Sensitive Liabilities 7,070,547 6,977,602 (86,539) 86,619 </TABLE> The table above excludes earning assets that are not directly impacted by changes in interest rates. These assets include equity securities of $230.4 million (See Note 2 to Consolidated Financial Statements) and nonaccrual loans of $37.3 million (See "Asset Quality" within the MD&A). Values for mortgage servicing rights have been included in the table above as changes in interest rates affect the valuation of the servicing rights. Equity securities and nonaccrual assets not included in the above table are however, subject to fluctuations in market value based on other risks. Based on Webster's asset/liability mix at March 31, 1998, management's sensitivity analysis of the effects of changing interest rates estimates that an instantaneous 100 basis point increase in interest rates would decrease net interest income over the next twelve months by about 4.9% and an instantaneous 100 basis point decline in interest rates would increase net interest income over the next twelve months by about 3.5%. The above estimated market values are subject to factors that could cause actual results to differ from such projections and estimates. 18
Webster Financial Corporation and Subsidiaries - -------------------------------------------------------------------------------- PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS - Not Applicable Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS - Not Applicable Item 3. DEFAULTS UPON SENIOR SECURITIES - Not Applicable Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) Not Applicable (b) Not Applicable (c) Not Applicable (d) Not Applicable Item 5. OTHER INFORMATION On April 15, 1998, Webster completed its previously announced merger transaction with Eagle Financial Corporation. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 3 Bylaws of the Corporation. Exhibit No. 27 Financial Data Tables. 19
Webster Financial Corporation and Subsidiaries Item 6. EXHIBITS AND REPORTS ON FORM 8-K (continued) (b) Reports on Form 8-K Webster filed the following Current Reports on Form 8-K with the Securities and Exchange Commission (the "SEC") during the quarter ended March 31, 1998: Current Report on Form 8-K/A filed with the SEC on January 26, 1998 (date of report November 17, 1997) (amending the Form 8-K filed with the SEC on November 17, 1997 and attaching Webster's consolidated financial statements restated to reflect the acquisition by Webster of People's Savings Financial Corp. ("People's")). Current Report on Form 8-K/A filed with the SEC on January 26, 1998 (date of report November 17, 1997) (amending the Form 8-K filed with the SEC on November 17, 1997 and attaching Webster's consolidated financial statements restated to reflect the acquisition by Webster of People's). Current Report on Form 8-K/A filed with the SEC on February 6, 1998 (date of report November 17, 1997) (amending the Form 8-K filed with the SEC on November 17, 1997 and attaching Webster's consolidated financial statements restated to reflect the acquisition by Webster of People's). Current Report on Form 8-K filed with the SEC on March 4, 1998 (date of report March 2, 1998) (announcing the date of Webster's 1998 Annual Meeting of Shareholders). Current Report on Form 8-K filed with the SEC on March 19, 1998 (date of report March 17, 1998) (announcing the two-for-one stock split of Webster's common stock). 20
Webster Financial Corporation and Subsidiaries - -------------------------------------------------------------------------------- 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. WEBSTER FINANCIAL CORPORATION ----------------------------- Registrant Date: May 14, 1998 By: /s/ John V. Brennan ---------------------------- -------------------------------------- John V. Brennan Executive Vice President Chief Financial Officer and Treasurer Principal Financial Officer Principal Accounting Officer 21
Webster Financial Corporation and Subsidiaries - -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 3 Bylaws of the Corporation. 27 Financial Data Tables. 22