UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A NO. 3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 1997
WEBSTER FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-15213 06-1187536
- --------------------------------------------------------------------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
Webster Plaza, Waterbury, Connecticut 06720
-------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 753-2921
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
------------
Filed as Exhibit 25 are consolidated financial statements of Webster
Financial Corporation restated to reflect the acquisition by merger of Peoples
Savings Financial Corp. , which was accounted for as a pooling of interests. The
consolidated financial statements of Webster Financial Corporation are restated
for periods prior to the date of the acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. 23.1 Consent of KPMG Peat Marwick LLP.
Exhibit No. 25 Webster Financial Corporation restated consolidated
financial statements.
Exhibit No. 27 Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WEBSTER FINANCIAL CORPORATION
-----------------------------
(Registrant)
/s/ John V. Brennan
-------------------
John V. Brennan
Executive Vice President,
Chief Financial Officer
and Treasurer
(Principal Financial Officer)
Date: February 6, 1998
<PAGE>
Exhibit Index
Pages in
Sequentially Numbered
Exhibit No. Exhibit Copy
----------- ------- ----
Exhibit 23.1 Consent of KPMG Peat Marwick L.L.P. 1
Exhibit 25 Webster Financial Corporation 56
restated consolidated financial
statements
Exhibit 27 Financial Data Schedule 57
EXHIBIT NO. 23.1
- ----------------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Webster Financial Corporation
We consent to the incorporation by reference in the registration statements
(Nos. 33-13244 and 33-38286) of Form S-8 of Webster Financial Corporation of our
report dated November 11, 1997 relating to the consolidated statements of
condition of Webster Financial Corporation and subsidiares as of December 31,
1996 and 1995 and the related consolidated statements of income, shareholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1996, which report appears in the February 6, 1998 current report
on Form 8-K/A No.3 of Webster Financial Corporation.
KPMG Peat Marwick LLP
Hartford, Connecticut
February 6, 1998
WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
STATEMENT OF CONDITION DATA (Dollars in Thousands Except Share Data)*
<TABLE>
<CAPTION>
At December 31,
- ----------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total assets $5,607,210 $4,883,402 $4,677,859 $4,032,451 $3,893,825
Loans receivable, net 3,642,522 3,005,014 2,934,967 2,459,395 2,461,472
Securities 1,577,702 1,505,919 1,300,793 1,135,168 788,953
Core deposit intangible 46,442 7,565 9,061 16,083 20,426
Deposits 4,457,561 3,797,712 3,781,393 3,272,262 3,273,505
Shareholders' equity 336,832 334,580 264,404 235,151 228,055
</TABLE>
<TABLE>
<CAPTION>
OPERATING DATA Years Ended December 31,
- ----------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net interest income $ 169,037 $ 135,331 $ 140,612 $ 117,785 $ 84,889
Provision for loan losses 9,788 5,726 5,609 8,082 8,204
Noninterest income 32,179 27,902 17,467 20,024 12,412
Noninterest expenses:
Merger and acquisition expenses (a) 500 4,271 700 - -
SAIF assessment 4,730 - - - -
Name change and subsidiary merger expense - 2,100 - - -
Core deposit intangible writedown - - 5,000 - -
Other noninterest expenses 125,325 106,365 107,599 89,001 61,324
-------- ------- ------- ------ ------
Total noninterest expenses 130,555 112,736 113,299 89,001 61,324
-------- ------- ------- ------- -------
Income before taxes 60,873 44,771 39,171 40,726 27,773
Income taxes 22,372 15,450 11,211 17,033 13,223
------- -------- ------- -------- --------
Net income before cumulative change 38,501 29,321 27,960 23,693 14,550
Cumulative effect of change in method of
accounting for income taxes - - - 6,408 -
---------- ---------- ---------- ------- ----------
NET INCOME 38,501 29,321 27,960 30,101 14,550
Preferred stock dividends 1,149 1,296 1,716 2,653 581
------- ------- ------- ------- -------
Net income available to
common shareholders $ 37,352 $ 28,025 $ 26,244 $ 27,448 $ 13,969
======= ======= ======= ======= ========
</TABLE>
1
<PAGE>
WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
SIGNIFICANT STATISTICAL DATA
<TABLE>
<CAPTION>
Years Ended December 31,
- ------------------------------------------------------------------------------------------------------------
For The Period: 1996 1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest rate spread 3.11% 2.80% 3.18% 3.03% 3.32%
Net yield on average earning assets 3.23% 2.96% 3.27% 3.14% 3.52%
Return on average shareholders' equity 11.20% 10.08% 10.76% 10.17% 7.66%
Net Income per common share (b)
Primary $ 2.77 $ 2.30 $ 2.28 $ 2.04 $ 1.36
Fully Diluted $ 2.66 $ 2.22 $ 2.17 $ 1.94 $ 1.35
Dividends declared per common share (c) $ 0.68 $ 0.64 $ 0.52 $ 0.50 $ 0.48
Dividend payout ratio 24.37% 27.83% 18.44% 16.85% 37.07%
Noninterest expenses to average assets 2.38% 2.37% 2.47% 2.27% 2.42%
Noninterest expenses(excluding foreclosed
property expenses and provisions, net
to average assets 2.32% 2.24% 2.25% 2.00% 2.00%
At End of Period:
Fully diluted weighted average shares 14,460 13,205 12,877 11,810 10,321
Book value per common share $ 25.18 $ 24.41 $ 21.37 $ 20.74 $ 18.48
Tangible book value per common share $ 21.37 $ 23.57 $ 20.26 $ 19.16 $ 16.44
Shareholders' equity to total assets 6.01% 6.85% 5.65% 5.83% 5.86%
</TABLE>
* Information for all periods presented has been restated to reflect the
inclusion of the results of People's Savings Financial Corp., DS Bancor Inc.,
Shelton Bancorp, Inc. and Shoreline Bank and Trust Company which were acquired
on July 31, 1997, January 31, 1997, November 1, 1995 and December 16, 1994,
respectively and were accounted for using the pooling of interests method.
(a) See Management's Discussion and Analysis Comparison of 1996 and 1995 years
and 1995 and 1994 years and Note 17 to the Consolidated Financial Statements.
(b) Before cumulative change in the method of accounting for Income Taxes in
1993. After such cumulative change net income per common share for 1993 was
$2.66 on a primary basis and $2.55 on a fully diluted basis.
(c) Webster has continuously declared dividends since the third quarter of 1987.
All per share data and the number of outstanding shares of common stock have
been adjusted retroactively to give effect to the payment of stock dividends.
2
<PAGE>
GLOSSARY OF TERMS
Allowance for Loan Losses: A reserve for estimated loan losses at a particular
balance sheet date.
Capital Components and Ratios:
Leverage Ratio: Tier 1 capital as a percentage of adjusted total assets for
Webster Bank.
Risk-Weighted Assets: The sum of risk-weighted assets plus the risk-weighted
credit equivalent amounts of off-balance sheet items, less core deposit
intangibles and certain other non-qualifying intangible assets and the
non-qualifying portion of the allowance for loan losses.
Tier 1 Capital: The sum of common shareholders' equity at Webster Bank
(excluding net unrealized gains or losses on securities, except for net
unrealized gains/losses on marketable equity securities) less other
non-qualifying intangible assets.
Tier 1 Risk-Weighted Capital Ratio: The ratio of Tier 1 capital to net
risk-adjusted assets.
Total Capital: The sum of Tier 1 capital plus the qualifying portion of the
allowance for loan losses.
Total Risk-Weighted Capital Ratio: The ratio of total capital to net
risk-adjusted assets.
Core Deposit Intangible: The excess of the purchase price over the fair value of
the tangible net assets acquired in a purchase transaction that represents the
estimated value of the deposit base.
Derivatives: Interest rate or currency swaps, futures, forwards, option
contracts, or other off-balance sheet financial instruments used for
asset/liability management or trading purposes. These instruments derive their
values or contractually determined cash flows from the price of an underlying
asset or liability, reference rate, index or other security.
Earning Assets: The sum of loans, segregated assets, mortgage loans held for
sale, securities and short-term investments.
Interest Bearing Liabilities: The sum of interest-bearing deposits, securities
sold under agreements to repurchase and other borrowings.
Interest Rate Spread: The difference between the average yields on
interest-earning assets and interest-bearing liabilities.
Net Interest Margin: Net interest income as a percentage of average earning
assets.
Nonaccrual Assets: The sum of nonaccrual loans plus other real estate owned.
Nonaccrual Loans: The sum of loans on nonaccrual status (for purposes of
interest recognition) plus restructured loans (loans whose repayment criteria
have been renegotiated to less-than-market terms due to the inability of the
borrowers to repay the loans in accordance with their original terms).
Other Real Estate Owned: Real estate acquired in foreclosure or comparable
proceedings under which possession of the collateral has been taken.
Reserve Coverage: Allowance for loan losses divided by nonaccrual loans.
Return on Average Equity: Net income as a percentage of average shareholders'
equity.
3
<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF
OPERATIONS ("MD&A")
INTRODUCTION
- --------------------------------------------------------------------------------
Webster Financial Corporation, ("Webster"), through its subsidiary, Webster
Bank, (the "Bank") delivers financial services to individuals, families and
businesses 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.
Assets at December 31, 1996 were $5.6 billion compared to $4.9 billion a year
earlier. Net loans receivable amounted to $3.6 billion at December 31, 1996
compared to $3.0 billion a year ago. Deposits were $4.5 billion at December 31,
1996 compared to $3.8 billion at December 31, 1995.
BUSINESS COMBINATIONS SUBSEQUENT TO DECEMBER 31, 1996
- --------------------------------------------------------------------------------
The People's Acquisition
On July 31, 1997, Webster acquired People's Savings Financial Corp. ("People's")
and its subsidiary, People's Savings Bank, a $482 million savings bank in New
Britain, Connecticut. In connection with the merger with People's, Webster
issued 1,575,996 shares of its common stock for all the outstanding shares of
People's stock. Under the terms of the merger agreement each outstanding share
of People's common stock was converted into .85 shares of Webster common stock.
This acquisition was accounted for as a pooling of interests and as such,
Consolidated Financial Statements include People's financial data as if People's
had been combined at the beginning of the earliest period presented.
The Sachem Acquisition
On August 1, 1997, Webster acquired Sachem Trust National Association ("Sachem
Trust"), a trust company headquartered in Guilford, CT with $300 million in
trust assets, in a tax free stock-for-stock exchange. Under the terms of the
agreement, Webster issued 83,385 shares of Webster common stock for all 173,000
outstanding shares of Sachem Trust. This acquisiton was accounted for as a
purchase.
The Derby Acquisition
On January 31, 1997, Webster acquired DS Bancor, Inc. ("Derby") and its
subsidiary, Derby Savings Bank, a $1.2 billion savings bank in Derby,
Connecticut. In connection with the merger with Derby, Webster issued 3,501,370
shares of its common stock for all the outstanding shares of Derby common stock.
Under the terms of the merger agreement each outstanding share of Derby common
stock was converted into 1.14158 shares of Webster common stock. This
acquisition was accounted for as a pooling of interests and as such,
Consolidated Financial Statements include Derby's financial data as if Derby had
been combined at the beginning of the earliest period presented.
BUSINESS COMBINATIONS
- --------------------------------------------------------------------------------
The Shawmut Transaction
On February 16, 1996, Webster Bank acquired 20 branches in the Greater Hartford
market from Shawmut Bank Connecticut National Association (the "Shawmut
Transaction"), as part of a divestiture in connection with the merger of Shawmut
and Fleet Bank. In the branch purchase, Webster Bank acquired approximately $845
million in deposits, and $586 million in loans. As a result of this transaction,
Webster recorded $44.2 million as a core deposit intangible asset. In connection
with the Shawmut Transaction, Webster raised net proceeds of $32.1 million
through the sale of 1,249,600 shares of its common stock in an underwritten
public offering in December 1995. The Shawmut Transaction was accounted for as a
purchase, therefore transaction results are reported only for the periods
subsequent to the consummation of the Shawmut Transaction.
4
<PAGE>
Prior to the Shawmut Transaction, Webster completed five acquisitions as
follows:
Date Assets Acquired Accounting Treatment
- --------------------------------------------------------------------------------
1995 Shelton Bancorp $295 million Pooling of Interests
1994 Shoreline Bank & Trust $ 51 million Pooling of Interests
1994 Bristol Savings Bank $486 million Purchase
1992 First Constitution Bank $1.1 billion Purchase
1991 Suffield Bank $264 million Purchase
ASSET QUALITY
- --------------------------------------------------------------------------------
General
Webster devotes significant attention to maintaining high asset quality through
conservative underwriting standards, active servicing of loans, aggressively
managing nonaccrual assets and maintaining adequate reserve coverage on
nonaccrual assets. At year end 1996, residential and consumer loans comprised
over 87% of the total loan portfolio. All investments are either U.S. Government
or Agency securities or have an investment rating in the top two rating
categories by a major rating service at time of purchase.
Nonaccrual Assets
The aggregate amount of nonaccrual assets decreased to $54.8 million at December
31, 1996 from $73.4 million at December 31, 1995 and declined as a percentage of
total assets to .98% at December 31, 1996 from 1.53% at December 31, 1995.
Nonaccrual loans decreased $10.7 million in 1996 and foreclosed properties
decreased $7.9 million due to write-downs, sale of foreclosed properties and a
bulk sale of $18 million of nonaccrual assets. The allowance for loan losses at
December 31, 1996 was $43.2 million and represented 103.80% of nonaccrual loans.
Total allowances for nonaccrual assets of $43.9 million represented 79.06% of
nonaccrual assets. The following table details Webster's nonaccrual assets for
the last five years.
<TABLE>
<CAPTION>
At December 31,
- -------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS) 1996 1995 1994 1993 1992
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Nonaccrual Assets:
Loans accounted for on a nonaccrual basis:
Residential real estate $ 25,393 $ 28,522 $ 27,712 $43,652 $ 63,052
Commercial 12,874 20,355 20,935 7,347 5,747
Consumer 3,339 3,455 2,590 3,249 6,618
Foreclosed Properties:
Residential and Consumer 5,305 7,850 11,063 24,766 22,408
Commercial 7,909 13,216 21,909 11,098 9,474
- -------------------------------------------------------------------------------------------------------------------------------
Total $ 54,820 $ 73,398 $ 84,209 $90,112 $107,299
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
A summary of the activity in the allowance for loan losses for the last five
years follows:
<TABLE>
<CAPTION>
For the Years Ended December 31,
- --------------------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1996 1995 1994 1993 1992
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $50,281 $55,366 $54,370 $65,662 $ 15,893
Charge-offs:
Residential real estate (14,466) (8,667) (14,512) (10,395) (2,186)
Consumer (3,649) (894) (1,452) (2,433) (1,033)
Commercial (6,750) (4,438) (4,394) (3,447) (2,286)
- --------------------------------------------------------------------------------------------------------------------------
(24,865) (13,999) (20,358) (16,275) (5,505)
Recoveries:
Residential real estate 670 870 437 413 92
Consumer 332 1,032 1,822 815 612
Commercial 1,979 1,286 1,042 246 281
- --------------------------------------------------------------------------------------------------------------------------
Net charge-offs (21,884) (10,811) (17,057) (14,801) (4,520)
Acquired allowance for purchased loans 5,000 - 12,819 - 46,085
Acquired allowance adjustment - - - (5,963) -
Transfer from allowance for losses - - - 2,390 -
for loans held for sale
Provisions charged to operations 9,788 5,726 5,234 7,082 8,204
- --------------------------------------------------------------------------------------------------------------------------
Balance at end of period $ 43,185 $ 50,281 $ 55,366 $54,370 $65,662
- --------------------------------------------------------------------------------------------------------------------------
Ratio of net charge-offs to average loans outstanding 0.6% 0.4% 0.6% 0.6% 0.2%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
During 1996, 1995, 1994 and 1993, increased loan charge-offs were due primarily
to loans acquired as a result of the acquisitions. Such charge-offs were in line
with expectations and adequate loan loss allowances were established at the time
of each acquisition. Included in the 1996 loan charge-offs were write-downs of
$6.3 million related to a bulk sale of $18.0 million of nonaccrual residential
loans and foreclosed properties. See Note 13 to the Consolidated Financial
Statements for a summary of activity in the allowance for losses on foreclosed
properties. Management believes that the allowance for loan losses is adequate
to cover expected losses in the portfolio.
6
<PAGE>
The following table presents an allocation of Webster's allowance for loan
losses at the dates indicated and the related percentage of loans in each
category to Webster's gross loan portfolio:
<TABLE>
<CAPTION>
At December 31,
- ------------------------------------------------------------------------------------------------------------------------------------
(In thousands) 1996 1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------------
Amount % Amount % Amount % Amount % Amount %
------ ------ ------ ------ ----- ------- ------ -------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at End of Period
Applicable to:
Residential mortgage loans $14,090 75.26% $23,898 80.43% $30,787 81.81% $41,010 84.86% $51,159 83.27%
Commercial mortgage loans 10,549 7.65 12,385 6.47 11,426 6.16 3,820 3.59 5,901 4.04
Commercial non-mortgage loans 10,975 5.50 4,185 2.25 4,325 2.18 1,992 1.52 1,629 1.17
Consumer loans 7,571 11.59 9,813 10.85 8,828 9.85 7,548 10.03 6,973 11.52
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL $43,185 100.00% $50,281 100.00% $55,366 100.00% $54,370 100.00% $65,662 100.00%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
SEGREGATED ASSETS
- --------------------------------------------------------------------------------
Segregated Assets consist of all commercial real estate, commercial, and
multi-family loans acquired from the FDIC in the First Constitution acquisition.
Segregated Assets, before the allowance for losses of $2.9 million, totaled
$78.5 million at December 31, 1996 down from $256.6 million at acquisition
(1992). Segregated Assets are subject to a loss-sharing arrangement with the
FDIC. The FDIC is required to reimburse Webster 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). At
December 31, 1996, cumulative net charge-offs and expenses aggregated $54.0
million. During the first quarter of 1996, Webster began recording the
additional 15% reimbursement (the difference between the 80% and 95%
reimbursement levels) as a receivable from the FDIC. The impact of purchasing
the Segregated Assets has been reflected primarily in increased noninterest
expenses for the Bank's share of certain reimbursable expenses and all
non-reimbursable expenses. The Bank's share of charge-offs reduces the allowance
for losses on the Segregated Assets which was established in conjunction with
the First Constitution acquisition. Management believes that the allowance for
losses on Segregated Assets is adequate to cover expected losses on this
portfolio. See Note 5 to the Consolidated Financial Statements.
Reimbursable net charge-offs and eligible expenses of Segregated Assets
aggregated $4.9 million for 1996. During 1996, the Bank received $4.2 million as
reimbursement for eligible charge-offs and related net expenses in accordance
with the loss-sharing arrangement described above. Payments due from the FDIC
upon charge-off and related expenses are recorded as receivables. Such
reimbursements are made on a quarterly basis to the Bank by the FDIC and when
received are invested in earning assets. Such reimbursements have no immediate
impact on the consolidated statements of income.
A detail of changes in the allowance for Webster's share of losses for
Segregated Assets follows:
Years Ended December 31,
- ----------------------------------------------------------------------
(IN THOUSANDS) 1996 1995
- ----------------------------------------------------------------------
Balance at beginning of period $ 3,235 $4,420
Charge-offs (621) (1,772)
Recoveries 245 587
- ----------------------------------------------------------------------
Balance at end of period $ 2,859 $3,235
- ----------------------------------------------------------------------
At December 31, 1996 and 1995, nonaccrual Segregated Assets were classified as
follows:
At December 31,
- -----------------------------------------------------------------------------
(IN THOUSANDS) 1996 1995
- -----------------------------------------------------------------------------
Segregated Assets accounted for on a nonaccrual basis:
Commercial real estate loans $ 3,337 $2,604
Commercial loans 192 1,203
Multi-family real estate loans 495 1,432
Foreclosed Properties:
Commercial real estate 269 648
Multi-family real estate 138 651
- -----------------------------------------------------------------------------
Total $ 4,431 $6,538
- -----------------------------------------------------------------------------
8
<PAGE>
- --------------------------------------------------------------------------------
The following table sets forth the contractual maturity and interest rate
sensitivity of commercial loans contained in the Segregated Assets portfolio at
December 31, 1996.
<TABLE>
<CAPTION>
Contractual Maturity
One Year One to Over
(In thousands) or Less Five Years Five Years Total
<S> <C> <C> <C> <C>
Contractual Maturity:
Commercial loans $ 735 $ 3,694 $ 2,177 $ 6,606
- ----------------------------------------------------------------------------------------------
Total $ 735 $ 3,694 $ 2,177 $ 6,606
==============================================================================================
Interest Rate Sensitivity:
Fixed Rates $ 208 $ 213 $ -- $ 421
Variable Rates 527 3,481 2,177 6,185
- ----------------------------------------------------------------------------------------------
Total $ 735 $ 3,694 $ 2,177 $ 6,606
==============================================================================================
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
Webster 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
withdrawable deposits and short term borrowings. The required liquidity ratio is
currently 5.00% and the Bank's liquidity ratio was 6.95% at December 31, 1996.
The primary sources of liquidity for Webster are net cash flows from operating
activities, investing activities and financing activities. Net cash flows from
operating activities include net income, loans originated for sale, the sale of
loans originated for sale, net changes in other asset and liabilities and
adjustments for noncash items such as depreciation, the provision for loan
losses and changes in accruals. Net cash flows from investing activities
primarily includes the purchase, maturity, and sale of securities and
mortgage-backed securities that are classified as trading, available for sale or
held to maturity, and the net change in loans and Segregated Assets. While
scheduled loan amortization, maturing securities, short term investments and
securities repayments generally are predictable sources of funds, loan and
mortgage-backed securities prepayments are greatly influenced by general
interest rates, economic conditions and competition. One of the inherent risks
of investing in loans and mortgage-backed securities is the ability of such
instruments to incur prepayments of principal prior to maturity at prepayment
rates different than those estimated at the time of purchase. This generally
occurs because of changes in market interest rates. The market values of
fixed-rate loans and mortgage-backed securities are sensitive to fluctuations in
market interest rates, declining in value as interest rates rise. If interest
rates decrease, the market value of loans and mortgage-backed securities
generally will tend to increase with the level of prepayments also normally
increasing. The lower yields on such loans and mortgage-backed securities may be
offset by a lower cost of funds. Changes in the volume of nonaccrual assets due
to additions or sales of such assets also affect liquidity.
Financing activity net cash flows primarily include proceeds and repayments from
FHL Bank advances and other borrowings, the net change in deposits and changes
in capital structure generally related to stock issuances and repurchases. The
utilization of particular sources of funds depends on comparative costs and
availability. Webster Bank has from time to time, chosen not to pay rates on
deposits as high as certain competitors, and when necessary, supplements
deposits with various borrowings. The Bank manages the prices of its deposits to
maintain a stable, cost-effective deposit base as a source of liquidity.
The Bank had additional borrowing capacity from the FHL Bank of $2.1 billion at
December 31, 1996. At that date, the Bank had FHL Bank advances outstanding of
$559.9 million compared to $498.9 million at December 31, 1995. See Note 9 to
the Consolidated Financial Statements.
9
<PAGE>
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,
the payment of interest to holders of Webster's 8 3/4% Senior Notes and
repurchases of Webster's common stock. There are certain restrictions on payment
of dividends by Webster Bank to Webster. See Note 15 to the Consolidated
Financial Statements. Webster also has a $20 million line of credit with a
correspondent bank. On January 31, 1997, Webster completed the sale of
$100,000,000 of Webster Capital Trust/Capital Securities further increasing its
Capital Resources. The Capital Securities are further discussed in Note 18 to
the Consolidated Financial Statements.
On November 19, 1996, Webster completed a previously announced stock repurchase
program, which resulted in total repurchases of 549,800 shares and also
announced its intention to repurchase up to 300,000 additional shares. At
December 31, 1996, 255,100 shares had been repurchased under the new repurchase
plan, to offset future dilution from shares of common stock that were issued in
January 1997, in connection with conversions of preferred stock or issued upon
exercise of options under Webster's stock option plans. The remaining shares
under the plan were repurchased in January 1997. Webster previously repurchased
548,500 shares in two stock repurchase plans announced in 1988 and 1990.
Applicable OTS regulations require federal savings banks such as the Bank, to
satisfy certain minimum capital requirements, including a leverage capital
requirement (expressed as a ratio of core or Tier 1 capital to adjusted total
assets) and risk-based capital requirements (expressed as a ratio of core or
Tier 1 capital and total capital to total risk-weighted assets). As an OTS
regulated savings institution, the Bank also is subject to a minimum tangible
capital requirement (expressed as a ratio of tangible capital to adjusted total
assets). At December 31, 1996, the Bank was in full compliance with all
applicable capital requirements as detailed below:
<TABLE>
<CAPTION>
At December 31, 1996
- ----------------------------------------------------------------------------------------------------------------------
Tier 1 Tier 1
Tangible Capital Core Capital Risk-Based Capital Total Risk-Based Capital
Requirement Requirement Requirement Requirement
- ----------------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) Amount % Amount % Amount % Amount %
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Capital for regulatory purposes $ 325,905 5.92% $ 330,306 66.00% $ 330,306 11.22% $ 364,951 112.40%
Minimum regulatory requirement 82,547 1.50 165,095 3.00 117,711 4.00 235,423 8.00
- ----------------------------------------------------------------------------------------------------------------------
Excess over requirement $ 243,358 4.42% $ 165,211 3.00% $ 212,595 7.22% $ 129,528 4.40%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
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 GAP, duration and simulation analyses with
particular emphasis on measuring changes in the market value of portfolio 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. The overall
interest rate risk position is reviewed on an ongoing basis by the Asset
Liability Committee, which includes Executive Management and has representation
by members of each line of business. Strategies employed in 1996 to improve the
interest-rate sensitive position included (i) the selling of certain fixed-rate
mortgage loans, (ii) promotion of adjustable-rate mortgage loans, (iii) emphasis
on the origination of variable-rate home equity credit lines and commercial
loans, (iv) emphasis on the purchase of short-term or adjustable-rate securities
or mortgage-backed securities, (v) emphasis on deposits and borrowed funds that
meet asset/liability management objectives and (vi) the employment of hedging
techniques to reduce the interest-rate risk of certain assets or liabilities.
Based on Webster's asset/liability mix at December 31, 1996, management's
simulation analysis of the effects of changing interest rates projects that an
instantaneous 200 basis point increase in interest rates would decrease the
market value of equity by approximately 12% at December 31, 1996. At December
31, 1996, Webster had a 2.8% positive GAP position in the one year time horizon
which means that cumulative interest-rate sensitive assets exceed cumulative
interest-rate sensitive liabilities for that period. Management believes that
its interest-rate risk position represents a reasonable amount of
10
<PAGE>
interest-rate risk at this point in time. Webster also utilizes as part of its
asset/liability management strategy various interest rate instruments including
short futures positions, interest rate swaps, interest rate caps and interest
rate floors. The notional amounts of these instruments are not reflected in
Webster's statement of condition but are included in the repricing table for
purposes of analyzing interest rate risk. Interest rate contracts are entered
into as hedges against future rate fluctuations and not for speculative
purposes.
Webster is unable to predict future fluctuations in interest rates and as such
the market values of certain of Webster's financial assets and liabilities are
sensitive to fluctuations in market interest rates. Changes in interest rates
can affect the amount of loans originated by the Bank, as well as the value of
its loans and other interest-earning assets. Increases in interest rates may
cause depositors to shift funds from accounts that have a comparatively lower
cost such as regular savings accounts to accounts with a higher cost such as
certificates of deposit. If the cost of interest-bearing liabilities increase at
a rate that is greater than the increase in yields on interest-earning assets,
the interest rate spread is negatively affected. Changes in the asset and
liability mix also affects the interest rate spread.
The following table sets forth the estimated maturity/repricing structure of
Webster's interest-earning assets and interest-bearing liabilities at December
31, 1996. Repricing for mortgage loans is based on contractual repricing and
projected prepayments and repayments of principal. Deposit liabilities without
fixed maturities are assumed to decay over the periods presented based on
industry standards and internal projections.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
More than More than More than More than More than
6 Months 6 Months 1 Year 3 Years 5 Years 10 Years More than
(DOLLARS IN THOUSANDS) or less to 1 Year to 3 Years to 5 Years to 10 Years to 20 Years 20 Years Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
- ------------------------------------------------------------------------------------------------------------------------------------
Loans $ 1,458,649 $ 862,297 $ 388,411 $ 285,534 $ 301,426 $ 271,266 $ 147,603 $ 3,715,186
Securities 695,628 357,094 174,583 82,782 109,321 106,014 62,700 1,588,122
- ------------------------------------------------------------------------------------------------------------------------------------
Total Rate-Sensitive Assets $ 2,154,277 $ 1,219,391 $ 562,994 $ 368,316 $ 410,747 $ 377,280 $ 210,303 $ 5,303,308
- ------------------------------------------------------------------------------------------------------------------------------------
Liabilities
- ------------------------------------------------------------------------------------------------------------------------------------
Deposits $ 1,755,436 $ 837,972 $ 1,166,494 $ 309,719 $ 75,010 $ 584 $ 304,045 $ 4,449,260
Borrowings 534,675 88,125 97,700 54,420 - 150 - 775,070
- -----------------------------------------------------------------------------------------------------------------------------------
Total Rate-Sensitive
Liabilities $ 2,290,111 $ 926,097 $ 1,264,194 $ 364,139 $ 75,010 $ 734 $ 304,045 $ 5,224,330
- ------------------------------------------------------------------------------------------------------------------------------------
Consolidated GAP $ (135,834) $ 293,294 $(701,200) $ 4,177 $ 335,737 $ 376,546 $ (93,742) N/A
GAP to Total Assets Percent (2.42%) 5.23% (12.51%) 0.07% 5.99% 6.72% (1.67%) N/A
Cumulative GAP $ (135,834) $ 157,460 $(543,740) $ (539,563) $(203,826) $ 172,720 $ 78,978 N/A
Cumulative GAP to Total
Assets Percent (2.42%) 2.81% (9.70%) (9.62%) (3.64%) 3.08% 1.41% N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Total Assets $ 5,607,210 $ 5,607,210 $5,607,210 $ 5,607,210 $5,607,210 $5,607,210 $5,607,210
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
The following table sets forth the contractual maturity and interest-rate
sensitivity of residential and commercial real estate construction loans and
commercial loans at December 31, 1996.
<TABLE>
<CAPTION>
Contractual Maturity
- -------------------------------------------------------------------------------------------------
One Year One to Over
(In thousands) or Less Five Years Five Years Total
<S> <C> <C> <C> <C>
Contractual Maturity:
Construction loans:
Residential mortgage $ 9,883 $ 1,006 $ 83,707 $ 94,596
Commercial mortgage 12,591 9,232 1,560 23,383
Commercial non-mortgage loans 73,610 82,087 39,946 195,643
- -------------------------------------------------------------------------------------------------
Total $ 96,084 $ 92,325 $ 125,213 $ 313,622
=================================================================================================
Interest-Rate Sensitivity:
Fixed rate $ 4,983 $ 24,624 $ 31,820 $ 61,427
Variable 91,101 67,701 93,393 252,195
- -------------------------------------------------------------------------------------------------
Total $ 96,084 $ 92,325 $ 125,213 $ 313,622
=================================================================================================
</TABLE>
COMPARISON OF 1996 AND 1995 YEARS
- --------------------------------------------------------------------------------
General. For 1996, Webster reported net income of $38.5 million, or $2.66 per
share on a fully diluted basis. Included in the 1996 results are expenses of
$4.7 million related to a special assessment associated with the
recapitalization of the Savings Association Insurance Fund ("SAIF") and $500,000
of acquisition related charges for the Shawmut Transaction. Excluding the effect
of these expenses, net income for the 1996 year would have been $41.5 million or
$2.87 per fully diluted share. Net income for 1995 amounted to $29.3 million, or
$2.22 per share on a fully diluted basis. Included in the 1995 results are
expenses of $3.3 million related to the Shelton acquisition, $2.1 million
related to changing the name and of merging together Webster's banking
subsidiaries, and $1.0 million related to the Shawmut Transaction. Excluding the
effect of these expenses, net income for the 1995 year would have been $33.0
million or $2.50 per fully diluted share. Results for the Shawmut Transaction
are included in the accompanying Consolidated Financial Statements only from the
date of acquisition on February 16, 1996.
Net Interest Income. Net interest income before provision for loan losses
increased $33.7 million in 1996 to $169.0 million from $135.3 million in 1995.
The increase is primarily attributable to an increased volume of average earning
assets and interest bearing liabilities related to the Shawmut Transaction.
Interest rate spread for the 1996 year increased to 3.12% compared to 2.80% in
1995 also due primarily to lower costing liabilities acquired in the Shawmut
Transaction.
Interest Income. Total interest income for 1996 amounted to $386.5 million, an
increase of $53.6 million, or 16.1% compared to $332.9 million in 1995. The
increase in interest income was due primarily to an increase in the average
volume of loans and securities and to an increase in the average yield on all
interest-earning assets which increased to 7.39% in 1996 from 7.22% in 1995.
Interest Expense. Interest expense for 1996 amounted to $217.4 million, an
increase of $19.8 million compared to $197.6 million in 1995. The increase in
interest expense was due primarily to an increase in the average volume of
deposits and borrowings partially offset by a decrease in the average yield on
all interest bearing liabilities to 4.27% in 1996 from 4.42% in 1995. The
decrease in the average yield on interest bearing liabilities is due primarily
to the increase in noninterest bearing and other deposits acquired in the
Shawmut Transaction.
12
<PAGE>
The following table shows 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>
Years Ended December 31,
- ----------------------------------------------------------------------------------------------------------------------------------
1996 1995 1994
Average Average Average Average Average Average
(DOLLARS IN THOUSANDS) Balance Interest Yield Balance Interest Yield Balance Interest Yield
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans, net (a) $3,566,695 $279,143(b) 7.83% $3,014,715 $228,341(b) 7.57% $2,847,990 $202,959(b) 7.13%
Segregated Assets, net (a) 93,034 6,470 6.95 123,293 9,592 7.78 126,207 9,789 7.76
Securities 1,526,736 98,568 6.46(c) 1,428,377 92,945 6.51(c) 1,293,661 78,971 6.10(c)
Interest-Bearing Deposits 39,679 2,277 5.64 43,472 2,044 4.64 38,527 1,445 3.70
- ----------------------------------------------------------------------------------------------------------------------------------
Total Interest-Earning Assets 5,226,144 386,458 7.39 4,609,857 332,922 7.22 4,306,385 293,164 6.81
Other Assets 259,704 149,748 277,434
- ----------------------------------------------------------------------------------------------------------------------------------
Total Assets $5,485,848 $4,759,605 $4,583,819
- ----------------------------------------------------------------------------------------------------------------------------------
Savings and Escrow $966,205 21,813 2.26% $805,099 17,785 2.21% $820,347 19,533 2.38%
Money Market Savings,
NOW and DDA 904,136 16,101 1.78 753,398 20,480 2.72 722,978 18,040 2.50
Time Deposits 2,510,975 136,020 5.42 2,292,391 119,367 5.21 2,120,366 85,085 4.01
FHL Bank Advances 527,414 31,765 6.02 522,884 33,333 6.37 502,497 26,191 5.21
Repurchase Agreements
and Other Borrowings 144,543 8,062 5.58 49,945 2,966 5.94 523 43 8.22
Senior Notes 40,000 3,660 9.15 40,000 3,660 9.15 40,000 3,660 9.15
- ----------------------------------------------------------------------------------------------------------------------------------
Total Interest-Bearing
Liabilities 5,093,273 217,421 4.27 4,463,717 197,591 4.42 4,206,711 152,552 3.63
Other Liabilities 48,773 4,953 117,288
Shareholders' Equity 343,802 290,935 259,820
- ----------------------------------------------------------------------------------------------------------------------------------
Net Interest Income and
Interest Rate Spread $169,037 3.12 $135,331 2.80 $140,612 3.18
- ----------------------------------------------------------------------------------------------------------------------------------
Total Liabilities and
Shareholders' Equity $5,485,848 $4,759,605 $4,583,819
- ----------------------------------------------------------------------------------------------------------------------------------
Net Yield on Average
Earning Assets 3.23% 2.96% 3.27%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a)Interest on nonaccrual loans has been included only to the extent reflected
in the Consolidated Statements of Income. Nonaccrual loans, however, are
included in the average balances outstanding.
(b)Includes discount and fee income, net of $1.5 million, $1.5 million and
$895,000 in 1996, 1995 and 1994, respectively.
(c) Yields are adjusted to a fully taxable equivalent basis.
Net interest income also can be analyzed in terms of the impact of changing
rates and changing volumes. The following table describes the extent to which
changes in interest rates and changes in the volume of interest-earning assets
and interest-bearing liabilities have affected Webster's interest income and
interest expense during the periods indicated. Information is provided in each
category with respect to (i) changes attributable to changes in volume (changes
in volume multiplied by prior rate), (ii) changes attributable to changes in
rates (changes in rates multiplied by prior volume), and (iii) the net change.
The change attributable to the combined impact of volume and rate has been
allocated proportionately to the change due to volume and the change due to
rate.
13
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Years Ended December 31, Years Ended December 31,
1996 v. 1995 1995 v. 1994
- ------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) Due to Increase (Decrease) Due to
(IN THOUSANDS) Rate Volume Total Rate Volume Total
- ------------------------------------------------------------------------------------------------------------------------
Interest on interest-earning assets:
<S> <C> <C> <C> <C> <C> <C>
Loans and Segregated Assets $ 7,137 $ 40,543 $ 47,680 $ 13,132 $ 12,054 $ 25,186
Securities (232) 6,088 5,856 5,791 8,782 14,573
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Total 6,905 46,631 53,536 18,923 20,836 39,759
- ------------------------------------------------------------------------------------------------------------------------
Interest on interest-bearing liabilities:
Deposits (4,572) 20,874 16,302 28,446 6,528 34,974
FHL Bank advances and other
borrowings (2,264) 5,792 3,528 5,931 4,134 10,065
- ------------------------------------------------------------------------------------------------------------------------
Total (6,836) 26,666 19,830 34,377 10,662 45,039
- ------------------------------------------------------------------------------------------------------------------------
Net change in net interest income $ 13,741 $ 19,965 $ 33,706 $(15,454) $ 10,174 $(5,280)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Provision for Loan Losses. The provision for loan losses for 1996 was $9.8
million compared to $5.7 million in 1995. The increased provision for the 1996
year is attributable to an increase in the balance of outstanding loans and the
change in portfolio mix. The allowance for losses on loans amounted to $43.2
million and represented 103.8% of nonaccrual loans at December 31, 1996 versus
$50.3 million or 96.1% of nonaccrual loans at December 31, 1995.
Noninterest Income. Noninterest income for 1996 amounted to $32.2 million,
compared to $27.9 million in 1995. Fees and service charges totaled $22.2
million in 1996, an increase of $4.5 million, or 25.1% from 1995 due primarily
to a larger customer base. Gains on the sale of loans and mortgage loan
servicing rights amounted to $737,000 in 1996 compared to $4.6 million in 1995.
The 1995 results included gains on the sale of mortgage loan servicing rights of
$2.1 million. Gains on the sale of securities amounted to $4.1 million in 1996
compared to $532,000 in 1995. Other noninterest income was $5.1 million for 1996
and $5.0 million for 1995.
Noninterest Expenses. Noninterest expenses for 1996 amounted to $130.6 million
compared to $112.7 million in 1995. The increase of $17.9 million is due
primarily to increased salaries and employee benefits, occupancy, furniture and
equipment, core deposit intangible amortization, marketing, and other operating
expenses with all such increases related primarily to the Shawmut Transaction.
Offsetting such increases were decreased foreclosed property expenses and
provisions due to a decrease in the outstanding balance of foreclosed
properties. Included in the 1996 results are expenses of $4.7 million related to
a special assessment associated with the recapitalization of the SAIF and
$500,000 related to the Shawmut Transaction. Also, included in the 1996 results
were benefits from the Bank Insurance Fund ("BIF") and SAIF related to deposit
premium reductions. At December 31, 1996, approximately 81% of the Bank's
deposits are assessed premiums at the BIF rate and 19% at the SAIF rate.
Included in the 1995 results are expenses of $3.3 million related to the Shelton
acquisition, $2.1 million related to changing the name and merging together
Webster's banking subsidiaries, and $1.0 million related to the Shawmut
Transaction.
Income Taxes. Income tax expense for 1996 increased to $22.4 million from $15.5
million in 1995. The increase in income tax expense is due primarily to an
increase in income before taxes. Included in the 1996 and 1995 results are $2.0
million and $2.3 million of benefits from the reduction of the deferred tax
asset valuation allowance. The decrease in the valuation allowance was due to
favorable reassessments of known risks during 1996 and 1995.
14
<PAGE>
COMPARISON OF 1995 AND 1994 YEARS
- --------------------------------------------------------------------------------
General. For 1995, Webster reported net income of $29.3 million, or $2.22 per
share on a fully diluted basis. Included in the 1995 results are expenses of
$3.3 million related to the Shelton acquisition, $2.1 million related to
changing the name of and merging together Webster's banking subsidiaries, and
$1.0 million related to charges incurred in preparation for the Shawmut
Transaction. Also included in the 1995 results are a $2.2 million gain on the
sale of mortgage servicing rights and $500,000 of losses on the sale of
securities as part of a portfolio restructuring plan. Net income for 1994
amounted to $28.0 million, or $2.17 per share on a fully diluted basis. Included
in the 1994 results are $700,000 of expenses related to the Shoreline
acquisition, a $5.0 million write-down of the First Constitution core deposit
intangible asset and income tax benefits of $3.5 million related to a reduction
of the deferred tax asset valuation allowance. Results for Bristol Savings Bank
are included in the accompanying Consolidated Financial Statements only from the
date of acquisition on March 3, 1994.
Net Interest Income. Net interest income before the provision for loan losses
decreased $5.3 million in 1995 to $135.3 million from $140.6 million for 1994.
The decrease was due primarily to the fact that the cost of interest-bearing
liabilities increased faster than the yield on interest-earning assets, in part
due to a shift of low cost deposits to longer term certificates of deposit.
Interest Income. Total interest income for 1995 amounted to $332.9 million, an
increase of $39.7 million, or 13.6%, compared to $293.2 million in 1994. This
increase in interest income was due primarily to an increase in the average
volume of loans and mortgage-backed securities and to an increase in the average
yield on all interest-earning assets which increased to 7.22% in 1995 from 6.81%
in 1994.
Interest Expense. Interest expense for 1995 amounted to $197.6 million, an
increase of $45.0 million, or 29.5%, compared to $152.6 million in 1994. The
increase in interest expense of $45.0 million was due primarily to an increase
in interest rates of $34.4 million and to an increase in the average volume of
deposits and borrowings of $10.7 million.
Provision for Loan Losses. The provision for loan losses for 1995 was $5.7
million versus $5.6 million for 1994. The allowance for loan losses at December
31, 1995 amounted to $50.3 million and represented 96.08% of nonaccrual loans
versus $55.4 million or 108.06% of nonaccrual loans at December 31, 1994.
Noninterest Income. Noninterest income for 1995 amounted to $27.9 million,
compared to $17.5 million in 1994. Fees and service charges totaled $17.8
million in 1995, an increase of $3.2 million, or 21.5% from 1994 due primarily
to a larger customer base. Gains on the sale of loans, mortgage loan servicing
rights, securities and mortgage-backed securities amounted to $5.2 million in
1995 compared to losses of $1.1 million in 1994. The 1995 results include
non-recurring income of $2.2 million, which represent gains on the sale of
mortgage loan servicing rights and non-recurring losses on the sale of
securities as part of a portfolio restructuring plan. Other noninterest income
for 1995 amounted to $5.0 million, an increase of $1.0 million from 1994.
Noninterest Expenses. Noninterest expenses for 1995 amounted to $112.7 million
compared to $113.3 million in 1994. The decrease of $600,000 was due primarily
to increased salaries and employee benefits, offset by decreases in federal
deposit insurance premiums and foreclosed properties expenses. Included in the
1995 results are expenses of $3.3 million related to the Shelton acquisition,
$2.1 million related to changing the name of and merging together Webster's
banking subsidiaries, and $1.0 million related to charges incurred in
preparation for the Shawmut Transaction. Also included in the 1995 results were
benefits from the reduction of the BIF deposit insurance premiums. The Federal
Deposit Insurance Corporation determined that the BIF had met its required
reserve ratio as of June 1, 1995 and lowered the BIF insurance premiums
retroactively to that date. There was no reduction by the FDIC in the premium
rates of the SAIF which had not met its required reserve level. At December 31,
1995, approximately 75% of the Bank's deposits were assessed premiums at the BIF
rate and 25% at the SAIF rate. Deposits acquired in the Shawmut Transaction on
February 16, 1996 were assessed at the lower BIF rates. The decrease in
foreclosed property expenses was due to lower provisions for foreclosed property
losses and lower foreclosed property expenses due to a decrease in the
outstanding balance of foreclosed properties. Included in the 1994 results were
$700,000 of expenses related to the Shoreline acquisition and a $5.0 million
write-down of the First Constitution core deposit
15
<PAGE>
intangible asset. An evaluation of the core deposit intangible asset at December
31, 1995 was performed using a discounted cash flow analysis. This analysis
revealed that there had not been any further impairment of this asset.
Income Taxes. Income tax expense for 1995 increased to $15.5 million from $11.2
million in 1994. Included in the 1995 and 1994 results were $2.3 million and
$3.8 million, respectively, of benefits from the reduction of the deferred tax
asset valuation allowance primarily related to Bristol Savings Bank.
IMPACT OF INFLATION AND CHANGING PRICES
- --------------------------------------------------------------------------------
The financial statements and related data presented herein have been prepared in
accordance with generally accepted accounting principles, which require the
measurement of financial position and operating results in terms of historical
dollars without considering changes in the relative purchasing power of money
over time due to inflation.
Unlike most industrial companies, virtually all of the assets and liabilities of
a banking institution are monetary in nature. As a result, interest rates have a
more significant impact on a banking institution's performance than the effects
of general levels of inflation. Interest rates do not necessarily move in the
same direction or in the same magnitude as the price of goods and services. In
the current interest-rate environment, the maturity structure of Webster's
assets and liabilities are critical to the maintenance of acceptable performance
levels.
RECENT FINANCIAL ACCOUNTING STANDARDS
- --------------------------------------------------------------------------------
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. 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.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income."
This statement establishes standards for reporting and display of comprehensive
income and its components in a full set of general purpose financial statements.
The objective of this statement is to report a measure of all changes in equity
of an enterprise that result from transactions and other economic events of the
period other than transactions with owners. Comprehensive income is the total of
net income and all other non-owner changes in equity. This statement is
effective for fiscal years beginning after December 15, 1997 and
reclassification of financial statements of earlier periods for comparative
purposes is required.
In February 1997, the FASB issued SFAS No. 129, "Disclosure of Information about
Capital Structure." This statement establishes standards for disclosing
information about an entity's capital structure. This statement is effective for
financial statements issued for periods ending after December 15, 1997.
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 128, "Earnings per
Share." This statement simplifies the standards for computing and presenting
earnings per share previously found in APB Opinion No. 15 and makes them
comparable to international standards. It replaces the presentation of primary
earnings per share with a presentation of basic earnings per share and requires
dual presentation of basic and diluted earnings per share on the face of the
income statement for all entities with complex capital structures. It is
expected that the implementation of this statement will not have a material
impact on the financial results of the Bank. This statement is effective for
financial statements issued for periods ending after December 15, 1997,
including interim periods.
In September 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 125 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities"
which was amended by SFAS No. 127 in December 1996 to defer the effective date
of certain provisions of SFAS No. 125 for one year. This statement provides
accounting and reporting standards for transfers and servicing of
16
<PAGE>
financial assets and extinguishments of liabilities based on consistent
application of a financial components approach that focuses on control of the
underlying assets or liabilities transferred. It distinguishes transfers of
financial assets that are sales from transfers that are secured borrowings. It
is expected that the provisions of this statement will not have a material
impact on the financial results of the corporation. This statement generally is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996, except as amended by SFAS No.
127, and is to be applied prospectively.
In October 1995, the FASB issued Statement of Financial Accounting Standard No.
123 "Accounting for Stock-Based Compensation." This statement encourages all
companies to adopt a new fair value based method of accounting for stock
compensation plans in place of the intrinsic value method prescribed by
Accounting Principal Board Opinion No. 25 ("APB 25"). In adopting the fair value
based method, companies record compensation cost related to activity within
their stock-based compensation plans. Companies that choose to continue to
account for stock-based compensation under the provisions of APB 25 are required
to disclose the impact on net income and earnings per share as if they had
adopted the fair value method (See Note 16). Webster has elected not to adopt
the fair value method and will continue to account for stock options as
prescribed under APB 25. This standard applies to financial statements for
fiscal years beginning after December 31, 1994.
In May 1995, the FASB issued Statement of Financial Accounting Standards No. 122
("SFAS No. 122") "Accounting for Mortgage Servicing Rights," which amends SFAS
No. 65 "Accounting for Certain Mortgage Banking Activities." Under SFAS No. 65,
mortgage servicing rights were required to be capitalized only if servicing was
purchased but prohibited separate capitalization of mortgage servicing rights
when acquired through loan portfolio sales with servicing rights retained. SFAS
No. 122 requires that a mortgage banking entity recognize as a separate asset
the value of the right to service mortgage loans for others, regardless of how
those servicing rights are acquired. Additionally, SFAS No. 122 requires that a
mortgage banking entity assess its capitalized mortgage servicing rights for
impairment and establish valuation allowances based on the fair value of those
servicing rights, which include those servicing rights acquired prior to the
adoption of SFAS No. 122. As allowed under the provisions of this statement,
Webster elected early adoption of SFAS No. 122 on July 1, 1995. In September
1996 the FASB superseded SFAS No. 122 with the issuance of SFAS No. 125. See
Note 7.
In October 1994, the FASB issued SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments." This statement
requires institutions to disclose the average fair value of derivative
instruments as well as net gains and losses arising from trading revenues.
Webster currently holds short futures positions to minimize the price volatility
of certain adjustable-rate assets held as Trading Securities. Changes in the
market value of short futures positions are recognized in the statements of
income as a gain or loss in the period for which the change occurred. Webster
also holds various interest-rate financial instruments in the form of interest
rate swaps, caps and floors as hedges against changes in interest rates. This
statement applies to fiscal years ending after December 15, 1994. See Notes 3
and 11.
RECENT TAX LEGISLATION
- --------------------------------------------------------------------------------
Tax law changes were enacted in August 1996 to eliminate the "thrift bad debt"
method of calculating bad debt deductions for tax years after 1995 and to impose
a requirement to recapture into taxable income (over a six-year period) all bad
debt reserves accumulated after 1987. Since Webster previously recorded a
deferred tax liability with respect to these post 1987 reserves, its total
income tax expense for financial reporting purposes will not be affected by the
recapture requirement. The tax law changes also provide that taxes associated
with the recapture of pre-1988 bad debt reserves would become payable under more
limited circumstances than under prior law. Under the tax laws, as amended,
events that would result in recapture of the pre-1988 bad debt reserves include
stock and cash distributions to the holding company from the Bank in excess of
specified amounts. Webster does not expect such reserves to be recaptured into
taxable income.
17
<PAGE>
WEBSTER FINANCIAL CORPORATION
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CONDITION
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
December 31,
Assets 1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash and Due from Depository Institutions $ 105,226 $ 69,469
Interest-bearing Deposits 4,536 49,668
Securities: (Note 3)
Trading at Fair Value 59,331 45,775
Available for Sale, at Fair Value 983,699 841,854
Held to Maturity, (Market Value: $528,473 in 1996; $621,428 in 1995) 534,672 618,290
Loans Receivable, Net (Note 4) 3,642,522 3,005,014
Segregated Assets, Net (Note 5) 75,670 104,839
Accrued Interest Receivable 35,430 33,079
Premises and Equipment, Net (Note 6) 58,711 49,528
Foreclosed Properties, Net (Note 13) 13,214 21,066
Core Deposit Intangible (Note 2) 46,442 7,565
Goodwill 3,006 3,300
Prepaid Expenses and Other Assets (Note 7) 44,751 33,955
- ----------------------------------------------------------------------------------------------------------------
Total Assets $ 5,607,210 $ 4,883,402
- ----------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
- ----------------------------------------------------------------------------------------------------------------
Deposits (Note 8) $ 4,457,561 $ 3,797,712
Federal Home Loan Bank Advances (Note 9) 559,880 498,926
Other Borrowings (Note 10) 166,127 170,014
Advance Payments by Borrowers for Taxes and Insurance 31,106 28,118
Accrued Expenses and Other Liabilities 55,704 54,052
- ----------------------------------------------------------------------------------------------------------------
Total Liabilities 5,270,378 4,548,822
- ----------------------------------------------------------------------------------------------------------------
Shareholders' Equity: (Notes 15 and 16)
- ----------------------------------------------------------------------------------------------------------------
Cumulative Convertible Preferred Stock, Series B, 98,084 shares issued and
outstanding at December 31, 1996 and
172,869 shares issued and outstanding at December 31, 1995 1 2
Common Stock, $.01 par value:
Authorized - 14,000,000 shares;
Issued - 13,561,540 shares at December 31, 1996 and 13,428,758 shares in 1995 136 135
Paid in Capital 186,451 197,788
Retained Earnings 169,637 140,294
Less Treasury Stock at cost, 575,274 shares at December 31, 1996 and
424,024 shares at December 31, 1995 (18,801) (3,290)
Less Employee Stock Ownership Plan Shares Purchased with Debt (2,574) (3,207)
Unrealized Gains on Securities, Net 1,982 2,858
- ----------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 336,832 334,580
- ----------------------------------------------------------------------------------------------------------------
Commitments and Contingencies (Notes 4, 6, and 19)
Total Liabilities and Shareholders' Equity $ 5,607,210 $ 4,883,402
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements
18
<PAGE>
WEBSTER FINANCIAL CORPORATION
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------
Interest Income:
<S> <C> <C> <C>
Loans and Segregated Assets $ 285,614 $ 237,933 $ 212,747
Securities and Interest-bearing Deposits 100,844 94,989 80,417
- ----------------------------------------------------------------------------------------------------------------------------
Total Interest Income 386,458 332,922 293,164
- ----------------------------------------------------------------------------------------------------------------------------
Interest Expense:
Interest on Deposits (Note 8) 173,934 157,631 122,658
Interest on Borrowings 43,487 39,960 29,894
- ----------------------------------------------------------------------------------------------------------------------------
Total Interest Expense 217,421 197,591 152,552
- ----------------------------------------------------------------------------------------------------------------------------
Net Interest Income 169,037 135,331 140,612
Provision for Loan Losses (Note 4) 9,788 5,726 5,609
- ----------------------------------------------------------------------------------------------------------------------------
Net Interest Income After Provision for Loan Losses 159,249 129,605 135,003
- ----------------------------------------------------------------------------------------------------------------------------
Noninterest Income:
Fees and Service Charges 22,242 17,775 14,625
Gain (Loss)on Sale of Loans and Loan Servicing, Net (Note 4) 737 4,644 (16)
Gain (Loss) on Sale of Securities, Net (Note 3) 4,133 532 (1,050)
Other Noninterest Income 5,067 4,951 3,908
- ---------------------------------------------------------------------------------------------------------------------------
Total Noninterest Income 32,179 27,902 17,467
- ----------------------------------------------------------------------------------------------------------------------------
Noninterest Expenses:
Salaries and Employee Benefits 60,702 52,725 48,631
Occupancy Expense of Premises 12,337 9,132 8,634
Furniture and Equipment Expenses 11,176 8,255 7,722
Federal Deposit Insurance Premiums 1,577 5,888 9,208
SAIF Assessment 4,730 - -
Foreclosed Property Expenses
and Provisions, Net (Note 13) 3,507 6,254 10,106
Core Deposit Intangible Amortization 5,338 1,444 2,082
Core Deposit Intangible Writedown - - 5,000
Marketing Expenses 5,900 4,829 3,607
Merger and Acquisition Expenses (Note 17) 500 4,271 700
Name Change and Subsidiary Merger Expense - 2,100 -
Other Operating Expenses 24,788 17,838 17,609
- ---------------------------------------------------------------------------------------------------------------------------
Total Noninterest Expenses 130,555 112,736 113,299
- ----------------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes 60,873 44,771 39,171
Income Taxes (Note 14) 22,372 15,450 11,211
- ----------------------------------------------------------------------------------------------------------------------------
Net Income 38,501 29,321 27,960
Preferred Stock Dividends 1,149 1,296 1,716
- ----------------------------------------------------------------------------------------------------------------------------
Net Income Available to Common Shareholders $ 37,352 $ 28,025 $ 26,244
- ----------------------------------------------------------------------------------------------------------------------------
Net Income Per Common Share:
Primary $ 2.77 $ 2.30 $ 2.28
Fully Diluted 2.66 2.22 2.17
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements
19
<PAGE>
WEBSTER FINANCIAL CORPORATION
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA) Employee
Stock Stock Unrealized
Ownership Ownership Gains
Plan Shares Plan Shares (Losses) On
Preferred Common Paid-In Retained Treasury Purchased Securities,
Stock Stock Capital Earnings Stock With Debt Net Total
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1993 $ 3 $ 106 $134,858 $ 103,911 $ (3,816) $(1,952) $ 2,041 $ 235,151
Net Income for 1994 - - - 27,960 - - - 27,960
Dividends Paid:
$.48 Per Common Share - - - (3,053) - - - (3,053)
Cash Dividends Declared by
Pooled Companies prior
to mergers - - - (1,756) - - - (1,756)
Dividends Paid or Accrued:
Preferred Series B - - - (1,716) - - - (1,716)
Dividends On:
Unallocated ESOP Shares - - - 52 - - - 52
Reduction of Debt Related
to ESOP Shares - - - - - 352 - 352
Purchase of Additional
ESOP Shares - - - - - (2,075) - (2,075)
Stock Dividends Declared by
Pooled Companies Prior
to Mergers (69) - - - (69)
Exercise of Stock Options - 2 2,403 - 124 - - 2,529
Net Proceeds from Sale of
Common Stock - 11 21,912 - - - - 21,923
Conversion of Preferred
Series B to Common Stock (1) 5 (4) - - - - -
Pooling Adjustments, Net - - (918) - - - 11 (907)
Net Unrealized Loss on
Securities Available for
Sale, Net of Taxes - - - - - - (13,987) (13,987)
- -------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 $ 2 $ 124 $158,251 $ 125,329 $ (3,692) $(3,675) $ (11,935) $ 264,404
- -------------------------------------------------------------------------------------------------------------------------------
Net Income for 1995 - - - 29,321 - - - 29,321
Dividends Paid:
$.64 Per Common Share - - - (4,382) - - - (4,382)
Cash Dividends Declared by
Pooled Companies Prior
to Mergers - - - (1,718) - - - (1,718)
Dividends Paid or Accrued:
Preferred Series B - - - (1,296) - - - (1,296)
Allocation of ESOP Shares - - (3) - - 468 - 465
Fractional Shares Paid - - (13) - - - - (13)
Exercise of Stock Options - - 1,331 - 402 - - 1,733
Proceeds from Sale
of Common Stock - 12 32,100 - - - - 32,112
Stock Dividends Declared by
Pooled Companies Prior
to Mergers - - 6,950 (6,960) - - - (10)
Other, net - (1) 1 - - - - -
Pooling Adjustments, Net - - (829) - - - (37) (866)
Net Unrealized Gain on
Securities Available for
Sale, Net of Taxes - - - - - - 14,830 14,830
- -------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995 $ 2 $ 135 $197,788 $ 140,294 $ (3,290) $(3,207) $ 2,858 $ 334,580
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Income for 1996 - - - 38,501 - - - 38,501
Dividends Paid:
$.68 Per Common Share - - - (5,546) - - - (5,546)
Cash Dividends Declared by
Pooled Companies Prior
to Mergers - - - (2,463) - - - (2,463)
Dividends Paid or Accrued:
Preferred Series B - - - (1,149) - - - (1,149)
Allocation of ESOP Shares - - 94 - - 633 - 727
Exercise of Stock Options - 1 614 - 3,351 - - 3,966
Conversion of Preferred
Series B to Common Stock (1) - (8,724) - 8,725 - - -
Common Stock Repurchased - - - - (27,611) - - (27,611)
Other, Net - - (105) - 24 - - (81)
Pooling Adjustments, Net - - (3,216) - - - (1,365) (4,581)
Net Unrealized Gain on
Securities Available for
Sale, Net of Taxes - - - - - - 489 489
- -------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996 $ 1 $ 136 186,451 $ 169,637 $ (18,801) $(2,574) $ 1,982 $ 336,832
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements
21
<PAGE>
WEBSTER FINANCIAL CORPORATION
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(DOLLARS IN THOUSANDS) 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------
Operating Activities:
<S> <C> <C> <C>
Net Income $ 38,501 $ 29,321 $ 27,960
Adjustments to Reconcile Net Income to Net
Cash Provided (Used) by Operating Activities:
Provision for Loan Losses 9,788 5,726 5,609
Provision for Foreclosed Property Losses 1,866 3,532 5,317
Provision for Depreciation and Amortization 8,598 6,097 5,616
Amortization of Securities Premiums, Net 4,729 1,547 1,654
Amortization and Write-down of Core Deposit Intangible 5,338 1,444 7,083
Amortization of Mortgage Servicing Rights 491 715 712
(Gains) Losses on Sale of Foreclosed Properties (1,354) (735) 517
(Gains) Losses on Sale of Loans and Securities (4,019) (4,697) 991
(Gains) Losses on Sale of Trading Securities (851) (479) 75
Decrease (Increase) in Trading Securities 7,587 (14,211) 24,775
Loans Originated for Sale (70,955) (105,720) (311,206)
Sale of Loans, Originated for Sale 84,838 147,154 231,491
Decrease (Increase) in Interest Receivable 316 (3,792) (1,594)
(Decrease) Increase in Interest Payable (747) 976 3,888
(Decrease) Increase in Accrued Expenses and Other Liabilities, Net (17,610) 6,044 (44,316)
(Increase) Decrease in Prepaid Expenses and Other Assets (10,651) 543 1,067
- ---------------------------------------------------------------------------------------------------------------------------
Net Cash Provided (Used) by Operating Activities 55,865 73,465 (40,361)
- ----------------------------------------------------------------------------------------------------------------------------
Investing Activities:
Purchases of Securities, Available for Sale (602,853) (298,409) (184,345)
Purchases of Securities, Held to Maturity (100,426) (317,786) (206,431)
Maturities of Securities 153,489 115,775 118,601
Proceeds from Sales of Securities, Available for Sale 292,594 216,774 87,916
Net Decrease in Interest-bearing Deposits 45,132 19,026 21,221
Purchase of Loans (77,440) (99,235) (59,119)
Net Increase in Loans (10,530) (15,420) (167,785)
Proceeds from Sale of Foreclosed Properties 21,017 16,269 28,021
Net Decrease in Segregated Assets 29,169 28,941 39,902
Principal Collected on Mortgage-Backed Securities 191,064 118,174 166,503
Purchase of Premises and Equipment, Net (11,454) (9,608) (8,751)
Net Cash and Cash Equivalents Received from Bank Acquisition 113,551 -- 15,490
- ----------------------------------------------------------------------------------------------------------------------------
Net Cash Provided (Used) by Investing Activities 43,313 (225,499) (148,777)
- ----------------------------------------------------------------------------------------------------------------------------
Financing Activities:
Net (Decrease) Increase in Deposits (91,400) 16,319 70,561
Net Proceeds from Sale of Common Stock -- 32,112 21,923
Repayment of FHL Bank Advances (1,676,469) (1,122,986) (1,212,048)
Proceeds from FHL Bank Advances 1,737,423 1,106,618 1,344,242
Repayment of Other Borrowings (1,439,207) (61,193) (1,450)
Proceeds from Other Borrowings 1,436,048 188,077 --
Cash Dividends to Common and Preferred Shareholders (9,158) (7,396) (6,473)
Net Increase in Advance Payments for Taxes and Insurance 2,987 249 (7,145)
Exercise of Stock Options 3,966 1,733 2,529
Common Stock Repurchased (27,611) -- --
- ----------------------------------------------------------------------------------------------------------------------------
Net Cash (Used) Provided by Financing Activities (63,421) 153,533 212,139
- ----------------------------------------------------------------------------------------------------------------------------
Increase in Cash and Cash Equivalents 35,757 1,499 23,001
Cash and Cash Equivalents at Beginning of Period 69,469 67,970 44,969
- ----------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period $ 105,226 $ 69,469 $ 67,970
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements
22
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Disclosures:
<S> <C> <C> <C>
Income Taxes Paid $ 24,749 $ 14,401 $ 14,580
Interest Paid 215,097 196,873 156,469
Supplemental Schedule of Noncash Investing and Financing Activities:
Transfer of Loans to Foreclosed Properties 19,788 20,162 50,052
Transfer of Securities from Held to Maturity to Available for Sale -- 340,613 --
Securitization of Residential Real Estate Loans -- -- 137,458
</TABLE>
Assets acquired and liabilities assumed in 1996 purchase business combinations
were as follows:
- --------------------------------------------------------------------------------
Year Ended
December 31, 1996
- --------------------------------------------------------------------------------
Assets Acquired:
Loans $ 586,235
Premises and Equipment 6,327
Other Assets 3,059
- --------------------------------------------------------------------------------
Total Assets Acquired 595,621
- --------------------------------------------------------------------------------
Liabilities Assumed:
Deposits 846,412
Less Deposits Exchanged (95,163)
- --------------------------------------------------------------------------------
Net Deposits Assumed 751,249
Other Liabilities 922
- --------------------------------------------------------------------------------
Total Liabilities Assumed 752,171
- --------------------------------------------------------------------------------
Net Liabilities Assumed 156,550
Net Premium Paid for Deposits (42,999)
- --------------------------------------------------------------------------------
Net Cash and Cash Equivalents Received
from Bank Acquisition $113,551
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements
23
<PAGE>
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
a) Business
Webster Financial Corporation, ("Webster"), through its subsidiary, Webster
Bank, (the "Bank") delivers financial services to individuals, families and
businesses throughout Connecticut. Webster Bank is organized along four business
lines - consumer, business, mortgage banking, and trust and investment 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 in Connecticut. Webster Bank
was founded in 1935 and converted from a federal mutual to a federal stock
institution in 1986.
b) Basis of Financial Statement Presentation
The consolidated financial statements include the accounts of Webster and the
Bank. The consolidated financial statements and notes hereto have been
retroactively restated to include the accounts of People's Savings Financial
Corp. acquired on July 31, 1997, DS Bancor Inc. ("Derby") acquired on January
31, 1997, Shelton Bancorp Inc. ("Shelton") acquired on November 1, 1995 and
Shoreline Bank and Trust Company ("Shoreline") acquired on December 16, 1994 as
if the mergers had occurred at the beginning of the period of the earliest date
presented (See Note 2). The financial statements have been prepared in
conformity with generally accepted accounting principles and all significant
intercompany transactions have been eliminated in consolidation.
In preparing the financial statements, management is required to make estimates
and assumptions that affect the reported amount of assets and liabilities as of
the date of the balance sheets and revenues and expenses for the periods
presented. The actual results of Webster could differ from those estimates.
Material estimates that are susceptible to near term changes include the
determination of the allowance for loan losses, the valuation allowance of the
deferred tax asset and the valuation of foreclosed property.
c) Allowance for Loan Losses
An allowance for loan losses is established based upon a review of the loan
portfolio, loss experience, specific problem loans, current and anticipated
economic conditions and other pertinent factors which, in management's judgment,
deserve current recognition in estimating loan losses. Effective January 1,
1995, Webster adopted Statement of Financial Accounting Standard ("SFAS") No.
114, "Accounting by Creditors for Impairment of a Loan," as amended by SFAS No.
118. Under this standard, commercial and commercial real estate loans are
considered impaired when it is probable that Webster will not collect all
amounts due in accordance with the contractual terms of the loan. Certain loans
are exempt from the provisions of SFAS No. 114, including large groups of
smaller balance homogenous loans that are collectively evaluated for impairment,
such as consumer and residential mortgage loans.
Management believes that the allowance for loan losses is adequate. While
management uses available information to recognize losses on loans, future
additions to the allowance may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review Webster's allowance for loan
losses. Such agencies may require Webster to recognize additions to the
allowance for loan losses based on judgments different from those of management.
d) Foreclosed Properties
Foreclosed properties consists of properties acquired through foreclosure
proceedings or acceptance of a deed in lieu of foreclosure. Foreclosed
properties are reported at the lower of fair value less estimated selling
expenses or cost with an allowance for losses to provide for declines in value.
Operating expenses are charged to current period earnings and gains and losses
upon disposition are reflected in the statements of income when realized.
e) Loans
Loans are stated at the principal amounts outstanding. Interest on loans is
credited to income as earned based on the rate applied to principal amounts
outstanding. Interest which is more than 90 days past due is not accrued. Such
interest ultimately collected, if any, is credited to income in the period
received. Loan origination fees, net of certain direct origination costs and
premiums and discounts on loans purchased, are recognized in interest income
over the lives of the loans using a method approximating the interest method.
Loans held for sale are carried at the lower of cost or market value
24
<PAGE>
in aggregate. Net unrealized losses on loans held for sale, if any, are
recognized in a valuation allowance by charges to income.
f) Securities
Securities are classified into one of three categories. Securities with fixed
maturities that management has the intent and ability to hold to maturity are
classified as Held to Maturity and 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 recorded as
adjustments to shareholders' equity on a tax effected basis. Securities
classified as Trading Securities are carried at fair value with unrealized gains
and losses included in earnings. Gains and losses on the sales of securities are
recorded using the specific identification method.
Mortgage-backed securities include collateralized mortgage obligations ("CMOs")
which are either U.S. government agency securities or are rated in at least the
top two ratings categories by at least one of the major rating agencies at the
time of purchase. One of the risks inherent when investing in CMOs and
mortgage-backed securities is the ability of such instruments to incur
prepayments of principal prior to maturity. Because of prepayments, the
weighted-average yield of these securities may also change, which could effect
earnings.
g) Interest-rate Instruments
Webster utilizes as part of its asset/liability management strategy various
interest rate contracts 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 short futures
positions are recognized as a gain or loss in the consolidated statement 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 assets
are marked to fair value monthly with adjustments to shareholders' equity on a
tax effected basis.
h) Interest-bearing Deposits
Interest-bearing Deposits consist primarily of deposits in the Federal Home Loan
Bank of Boston or other short-term overnight investments. These deposits are
carried at cost which approximates market value.
i) Premises and Equipment
Depreciation of premises and equipment is accumulated on a straight-line basis
over the estimated useful lives of the related assets. Estimated lives are 15 to
40 years for buildings and improvements and 3 to 20 years for furniture,
fixtures and equipment. Amortization of leasehold improvements is calculated on
a straight-line basis over the terms of the related leases.
Maintenance and repairs are charged to expense as incurred and improvements are
capitalized. The cost and accumulated depreciation relating to premises and
equipment retired or otherwise disposed of are eliminated from the accounts and
any resulting gains and losses are credited or charged to income.
25
<PAGE>
j) Segregated Assets
Segregated Assets represent commercial, commercial real estate and multi-family
loans acquired in the October 1992 First Constitution acquisition. In addition,
Segregated Assets contain foreclosed properties that have been so classified
subsequent to the acquisition date. These assets are subject to a loss-sharing
arrangement with the FDIC as discussed in Notes 2 and 5.
Interest on Segregated Assets is credited to income earned on loans and
segregated assets based on the rate applied to principal amounts outstanding.
Interest which is more than 90 days contractually past due is not accrued. Such
interest ultimately collected, if any, is credited to income in the period
received.
k) Core Deposit Intangible
The excess of the purchase price over the fair value of the tangible net assets
acquired in acquisitions accounted for using the purchase accounting method has
been allocated to deposits. The deposit intangible is being amortized on a
straight-line basis over a period of ten years from the acquisition date. On a
periodic basis, management assesses the recoverability of the deposit
intangible. Such assessments encompass a projection of future earnings from the
deposit base as compared to original expectations, based upon a discounted cash
flow analysis. If an assessment of the core deposit intangible indicates that it
is impaired, a charge to income for the most recent period is recorded for the
amount of such impairment.
l) Goodwill
The excess cost over net assets acquired from the acquisition of New Meriden
Trust Co. is being amortized on a straight-line basis over 10 years. New Meriden
Trust Company was purchased from the Federal Deposit Insurance Corp by People's
in 1994. On a periodic basis, the Corporation reviews goodwill for events or
changes in circumstances that may indicate that the carrying amount of goodwill
may not be recoverable.
m) Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
n) Employee Benefit Plans
The Bank has a noncontributory pension plan covering substantially all
employees. Pension costs are accrued in accordance with generally accepted
accounting principles and are funded in accordance with the requirements of the
Employee Retirement Income Security Act (ERISA). The Bank also accrues costs
related to postretirement benefits.
o) Net Income Per Share
Primary net income per share is calculated by dividing net income available to
common shareholders by the weighted-average number of shares of common stock and
common stock equivalents outstanding, when dilutive. The common stock
equivalents consist of common stock options and warrants. Fully diluted net
income per share is calculated by dividing adjusted net income by the
weighted-average fully diluted common shares, including the effect of common
stock equivalents and the hypothetical conversion into common stock of the
Series B cumulative convertible preferred stock. The weighted-average number of
shares used in the computation of primary earnings per share for the years ended
December 31, 1996, 1995 and 1994 were 13,485,488, 12,187,218 and 11,531,144,
respectively, and for fully diluted earnings per share were 14,459,953,
13,204,489, and 12,876,982 for the same periods, respectively.
p) Stock Compensation
Statement of Financial Accounting Standard No. 123 encourages all companies to
adopt a new fair value based method of accounting for stock-based employee
compensation plans. Under the provisions of this statement, Webster has elected
to continue to measure compensation for its stock option plans using the
accounting method prescribed by Accounting Principal Board Opinion No. 25 ("APB
No. 25") "Accounting for Stock Issued to Employees." Entities electing to
maintain accounting standards under APB No. 25 must make pro forma disclosures
for net income and earnings per share as if the fair value based method of
accounting had been applied. See Note 16.
26
<PAGE>
q) Statements of Cash Flows
For purposes of the Statements of Cash Flows, Webster considers cash on hand and
in banks to be cash equivalents.
r) Loan Sales and Servicing Sales
Gains or losses on sales of loans are recognized at the time of the sale. On
July 1, 1995, Webster elected early adoption of Statement of Financial
Accounting Standard No. 122 ("SFAS No. 122") "Accounting for Mortgage Servicing
Rights." SFAS No. 122 requires that a mortgage banking entity recognize as a
separate asset the value of the right to service mortgage loans for others,
regardless of how those servicing rights are acquired. Fair values are estimated
considering loan prepayment predictions, historical prepayment rates, interest
rates, and other economic factors. For purposes of impairment evaluation and
measurement, Webster stratifies mortgage servicing rights based on predominate
risk characteristics of the underlying loans, including loan type and
amortization type (fixed or adjustable). To the extent that the carrying value
of mortgage servicing rights exceeds fair value by individual stratum, a
valuation allowance is established. The allowance may be adjusted for changes in
fair value. The cost basis of mortgage servicing rights is amortized into
noninterest income over the estimated period of servicing revenue. See Note 4.
When loans sold have an average contractual interest rate, adjusted for normal
servicing costs, which differs from the agreed yield to the purchaser, gains or
losses are recognized equal to the present value of such differential over the
estimated remaining life of such loans. Any resulting net premium is amortized
over the same estimated life using a method approximating the interest method.
The aggregate of unamortized excess servicing rights arising from gains on loan
sales is included in the accompanying Consolidated Statements of Condition as a
component of Prepaid Expenses and Other Assets and is periodically reviewed and
adjusted for changed circumstances.
s) Reclassifications
Certain financial statement balances as previously reported have been
reclassified to conform to the 1996 Consolidated Financial Statements
presentation.
NOTE 2: BUSINESS COMBINATIONS
- --------------------------------------------------------------------------------
Transactions Consummated in 1997
On July 31, 1997, Webster acquired People's Savings Financial Corp. ("Peoples")
and its subsidiary, People's Savings Bank and Trust, a $482 million savings bank
in New Britain, Connecticut. In connection with the merger with Peoples, Webster
issued 1,575,996 shares of its common stock for all the outstanding shares of
People's common stock. Under the terms of the agreement, each outstanding share
of People's common stock was converted into .85 shares of Webster common stock.
This acquisition was accounted for as a pooling of interests and as such the
Consolidated Financial Statements include People's financial data as if People's
had been combined at the beginning of the earliest period presented.
On August 1, 1997, Webster acquired Sachem Trust National Association ("Sachem
Trust"), a trust company headquartered in Guilford, CT with $300 million in
trust assets, in a tax free stock-for-stock exchange. Under the terms of the
agreement, Webster issued 83,385 shares of Webster common stock for all 173,000
outstanding shares of Sachem Trust. This acquitision was accounted for as a
purchase.
On January 31, 1997, Webster acquired DS Bancor, Inc. ("Derby") and its
subsidiary, Derby Savings Bank, a $1.2 billion savings bank in Derby,
Connecticut. In connection with the merger with Derby, Webster issued 3,501,370
shares of its common stock for all the outstanding shares of Derby common stock.
Under the terms of the agreement each outstanding share of Derby common stock
was converted into 1.14158 shares of Webster common stock. This acquisition was
accounted for as a pooling of interests and as such the Consolidated Financial
Statements include Derby's financial data as if Derby had been combined at the
beginning of the earliest period presented.
27
<PAGE>
POOLING OF INTERESTS TRANSACTIONS
- --------------------------------------------------------------------------------
On November 1, 1995, Webster merged with Shelton, with $295 million in assets,
based in Shelton, Connecticut. In connection with the acquisition, Webster
issued 1,292,549 shares of its common stock for all of the outstanding shares of
Shelton common stock, based on an exchange ratio of .92 shares of Webster common
stock for each of Shelton's outstanding shares of common stock. On December 16,
1994, Webster acquired Shoreline, with $51 million in assets, based in Madison,
Connecticut. In connection with the acquisition of Shoreline, Webster issued
266,500 shares of its common stock for all of the outstanding shares of
Shoreline common stock, based on an exchange ratio of 1 share of Webster's
common stock for 2 shares of Shoreline's common stock. Both acquisitions were
accounted for as a pooling of interests and as such the consolidated financial
statements include financial data as if both Shelton and Shoreline had been
combined as of the beginning of the earliest period presented.
PURCHASE TRANSACTIONS
- --------------------------------------------------------------------------------
The Shawmut Transaction
On February 16, 1996, Webster Bank acquired 20 branches in the Hartford market
from Shawmut Bank Connecticut National Association, as part of a divestiture in
connection with the merger of Shawmut and Fleet Bank (the "Shawmut
Transaction"). In the branch purchase, Webster Bank acquired approximately $845
million in deposits, and $586 million in loans. As a result of this transaction,
Webster recorded $44.2 million as a core deposit intangible asset. In connection
with the Shawmut Transaction, Webster raised net proceeds of $32.1 million
through the sale of 1,249,600 shares of its common stock in an underwritten
public offering in December 1995. The Shawmut Transaction was accounted for as a
purchase, and results of operations related to the transaction from February 16,
1996 to December 31, 1996 are included in the accompanying Consolidated
Financial Statements.
Bristol Savings Bank Acquisition
On March 3, 1994, Bristol Savings Bank ("Bristol") converted from a Connecticut
mutual savings bank to a Connecticut capital stock savings bank and concurrently
became a wholly-owned subsidiary of Webster. Bristol had 5 banking offices in
Hartford County. In connection with the conversion, Webster completed the sale
of 1,150,000 shares of its common stock in related subscription and public
offerings. The Bristol acquisition was accounted for as a purchase, and results
of operations relating to Bristol from March 3, 1994 to December 31, 1996 are
included in the accompanying Consolidated Financial Statements. Negative
goodwill of $2.3 million represented the net effect of all purchase accounting
adjustments and is recorded as a reduction of premises and equipment and is
being amortized over a 10 year period. Bristol was merged with Webster Bank in
1995.
FDIC Assisted Acquisitions
Webster significantly expanded its retail banking operations through assisted
acquisitions of First Constitution Bank ("First Constitution") in October 1992
and Suffield Bank ("Suffield") in September 1991 from the Federal Deposit
Insurance Corporation ("FDIC"). These acquisitions, which were accounted for as
purchases, involved financial assistance from the FDIC and extended Webster's
retail banking operations into new market areas by adding 21 branch offices,
$1.5 billion in retail deposits and approximately 150,000 customer accounts. See
Note 5 to the Consolidated Financial Statements for additional information
concerning the terms of these assisted acquisitions.
28
<PAGE>
NOTE 3: SECURITIES
- --------------------------------------------------------------------------------
A summary of securities follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
- ----------------------------------------------------------------------------------------------------------------------------
Amortized Unrealized Estimated Amortized Unrealized Estimated
Cost Gains Losses Fair Value Cost Gains Losses Fair Value
- ----------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
Trading Securities
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage-Backed Securities $59,331 $-- $-- $59,331 $44,604 $ -- $ -- $44,604
Equity Securities -- -- -- -- 1,171 -- -- 1,171
- ---------------------------------------------------------------------------------------------------------------------------
59,331 -- -- 59,331 45,775 -- -- 45,775
- ---------------------------------------------------------------------------------------------------------------------------
Available for Sale Portfolio:
U.S. Treasury Notes 2,508 40 (4) 2,544 1,000 -- -- 1,000
U.S. Government Agency 78,105 277 (381) 78,001 65,704 268 (491) 65,481
State of Connecticut Bonds -- -- -- -- 1,250 1 -- 1,251
Corporate Bonds and Notes 10,299 13 (7) 10,305 38,050 98 (19) 38,129
Equity Securities 96,078 4,419 (144) 100,353 114,787 3,466 (787) 117,466
Mortgage-Backed Securities 786,723 8,559 (6,822) 788,460 613,214 9,156 (4,659) 617,711
Unamortized Hedge 5,460 - (1,424) 4,036 816 -- -- 816
- -------------------------------------------------------------------------------------------------------------------------
979,173 13,308 (8,782) 983,699 834,821 12,989 (5,956) 841,854
- -------------------------------------------------------------------------------------------------------------------------
Held to Maturity Portfolio:
U.S. Treasury Notes 944 12 -- 956 11,839 185 (2) 12,022
U.S. Government Agency 39,453 948 (340) 40,061 51,865 1,530 (25) 53,370
Corporate Bonds and Notes 1,577 6 (8) 1,575 2,885 26 (7) 2,904
Money Market Preferred Stock 8,000 -- -- 8,000 5,000 -- -- 5,000
Mortgage-Backed Securities 484,698 2,110 (8,927) 477,881 546,701 4,941 (3,510) 548,132
- -------------------------------------------------------------------------------------------------------------------------
534,672 3,076 (9,275) 528,473 618,290 6,682 (3,544) 621,428
- -------------------------------------------------------------------------------------------------------------------------
$1,573,176 $16,384 $(18,057) $1,571,503 $1,498,886 $19,671 $(9,500) $1,509,057
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
29
<PAGE>
A summary of realized gains and losses follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995 1994
------------------------------------------- --------------------------- -----------------------------
(IN THOUSANDS) Gains Losses Net Gains Losses Net Gains Losses Net
- -----------------------------------------------------------------------------------------------------------------------------
Trading Securities:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage-Backed Securities $ 2,962 $ (2,712) $ 250 $ 1,901 $ (194) $ 1,707 $ 2,086 $ (3,247) $ (1,161)
U.S. Treasury Notes - - - 18 (5) 13 9 (61) (52)
U.S. Government Agencies - - - 3 - 3 - - -
Futures and Options Contracts 10,704 (10,434) 270 3,517 (5,333) (1,816) 5,127 (3,826) 1,301
Equity Securities 366 (35) 331 708 (123) 585 673 (984) (311)
- -----------------------------------------------------------------------------------------------------------------------------
14,032 (13,181) 851 6,147 (5,655) 492 7,895 (8,118) (223)
- -----------------------------------------------------------------------------------------------------------------------------
Available for Sale:
Mortgage-Backed Securities 1,211 (590) 621 1,127 (891) 236 - - -
U.S. Treasury Notes - (7) (7) 363 - 363 - - -
U.S. Government Agencies 11 (28) (17) - (1,886) (1,886) 28 (707) (679)
Corporate Debt - - - 37 (555) (518) 533 (13) 520
Mutual Funds 227 (174) 53 3 (199) (196) 72 (1,681) (1,609)
Other Equity Securities 2,773 (197) 2,576 2,042 (1) 2,041 1,023 (82) 941
Other 56 - 56 - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------
4,278 (996) 3,282 3,572 (3,532) 40 1,656 (2,483) (827)
- -----------------------------------------------------------------------------------------------------------------------------
Total $18,310 $(14,177) $ 4,133 $ 9,719 $ (9,187) $ 532 $ 9,551 $(10,601) $ (1,050)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
There were no sales of securities from the held to maturity portfolio for the
years ended December 31, 1996 and 1995 and 1994. During the 1995 fourth quarter,
the Bank elected, under guidelines issued by the Financial Accounting Standards
Board, to transfer certain securities from the held to maturity to the available
for sale portfolio. These securities had an approximate book value of $340.6
million and fair market value of $339.2 million. Under this one-time provision,
the Bank was able to reassess the appropriateness of the classifications of all
securities held and account for any resulting reclassifications at fair market
value. The Bank reclassified certain securities to allow greater flexibility in
managing interest-rate risk and to enhance its ability to react to changes in
market conditions.
Webster holds short futures positions to minimize the price volatility of
certain adjustable-rate assets held as Trading Securities. At December 31, 1996,
Webster held 298 short positions in Eurodollar futures contracts ($298.0 million
notional amount) and 410 short positions in 5 and 10 year Treasury note futures
($41.0 million notional amount). Changes in the market value of short futures
positions are recognized as a gain or loss in the period for which the change
occurred. All gains and losses resulting from short futures positions are
reflected in gains (losses) on sale of securities, net in the Consolidated
Statements of Income.
30
<PAGE>
The following table sets forth the contractual maturities of the Bank's
securities and mortgage-backed securities at December 31, 1996 and the weighted
average yields of such securities.
<TABLE>
<CAPTION>
Due After One, Due After
Due Within But Within Five, But Due
One Year Five Years Within 10 Years After 10 Years
- --------------------------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted Weighted
Average Average Average Average
(Dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Trading Portfolio:
Mortgaged Backed Securities (b) $27,849 7.32% -- -- -- -- $31,482 6.45%
- --------------------------------------------------------------------------------------------------------------------------
27,849 7.32 -- -- -- -- 31,482 6.45
- --------------------------------------------------------------------------------------------------------------------------
Available For Sale Portfolio:
U.S. Treasury Notes -- -- 2,544 7.01 -- -- -- --
U.S. Government Agency -- -- 65,424 6.24 4,940 6.81 7,637 7.72
Corporate Bonds and Notes 1,999 5.00 5,817 6.56 2,489 6.08 -- --
Equity Securities 100,353 6.29 -- -- -- -- -- --
Mortgaged-Backed Securities (b) -- -- 43,576 5.76 28,557 6.56 716,327 6.82
Unamortized Hedge -- -- 4,036 -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------------------
102,352 6.27 121,397 5.89 35,986 6.56 723,964 6.83
- --------------------------------------------------------------------------------------------------------------------------
Held to Maturity Portfolio:
U.S. Treasury Notes 944 3.38 -- -- -- -- -- --
U.S. Government Agencies 7,867 8.95 31,087 5.68 499 6.40 -- --
Corporate Bonds and Notes 301 7.39 1,176 5.87 -- -- 100 7.98
Money Market Preferred Stock 8,000 4.02 -- -- -- -- -- --
Mortgage-Backed Securities (b) 14,061 6.39 67,428 5.82 2,075 7.96 401,134 7.31
- --------------------------------------------------------------------------------------------------------------------------
31,173 6.35 99,691 5.78 2,574 7.66 401,234 7.31
- --------------------------------------------------------------------------------------------------------------------------
Totals $161,374 6.46% $221,088 5.84% $38,560 6.63% $1,156,680 6.99%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Total
- ---------------------------------------------------------
Weighted
Average
(Dollars in thousands) Amount Yield
- --------------------------------------------------------
<S> <C> <C>
Trading Portfolio:
Mortgaged Backed Securities (b) 59,331 6.86%
- ---------------------------------------------------------
59,331 6.86
- ---------------------------------------------------------
Available For Sale Portfolio:
U.S. Treasury Notes 2,544 7.01
U.S. Government Agency 78,001 6.42
Corporate Bonds and Notes 10,305 6.14
Equity Securities 100,353 6.29
Mortgaged-Backed Securities (b) 788,460 6.75
Unamortized Hedge 4,036 --
- --------------------------------------------------------
983,699 6.65
- --------------------------------------------------------
Held to Maturity Portfolio:
U.S. Treasury Notes 944 3.38
U.S. Government Agencies 39,453 6.34
Corporate Bonds and Notes 1,577 6.29
Money Market Preferred Stock 8,000 4.02
Mortgage-Backed Securities (b) 484,698 7.08
- --------------------------------------------------------
534,672 6.97
- --------------------------------------------------------
Totals $1,577,702 6.76%
- --------------------------------------------------------
</TABLE>
(a) Adjusted to a fully taxable equivalent basis.
(b) Although the stated final maturity of these obligations are long-term, the
weighted average life generally is much shorter due to prepayments of
principal.
31
<PAGE>
NOTE 4: LOANS RECEIVABLE, NET
- --------------------------------------------------------------------------------
A summary of loans receivable, net follows:
<TABLE>
<CAPTION>
December 31,
- -----------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS) 1996 1995
- -----------------------------------------------------------------------------------------------------------------------------
Amount % Amount %
------ -- ------ --
<S> <C> <C> <C> <C>
Loans Secured by Mortgages on Real Estate:
Conventional, VA and FHA 2,689,005 73.8 $2,392,464 79.6
Conventional, VA and FHA Loans Held for Sale 5,075 0.1 5,834 0.2
Residential Participation 16,394 0.5 10,969 0.4
Residential Construction 94,596 2.6 63,168 2.1
Commercial Construction 23,383 0.6 15,049 0.5
Other Commercial 258,456 7.1 184,251 6.1
- -----------------------------------------------------------------------------------------------------------------------------
3,086,909 84.7 2,671,735 88.9
Consumer Loans:
Home Equity Credit Lines 284,348 7.8 227,320 7.6
Other Consumer Loans 124,188 3.4 100,875 3.4
Credit Cards 14,893 0.4 1,346 0.0
- -----------------------------------------------------------------------------------------------------------------------------
423,429 11.6 329,541 11.0
Commercial Non-Mortgage Loans 195,643 5.4 69,176 2.3
- -----------------------------------------------------------------------------------------------------------------------------
Gross Loans Receivable 3,705,981 101.7 3,070,452 102.2
Less:
Loans in Process 35,924 1.0 24,393 0.8
Allowance for Losses on Loans 43,185 1.2 50,281 1.7
Premiums on Loans Purchased, Deferred Loan Fees and Unearned
Discounts, Net (15,650) (0.5) (9,236) (0.3)
- -----------------------------------------------------------------------------------------------------------------------------
Loans Receivable, Net $3,642,522 100.0% $3,005,014 100.0%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Included above at December 31, 1996 and 1995 are $395.7 million and $466.9
million, respectively, of residential and consumer loans acquired from the FDIC
in the First Constitution acquisition ("Reserve Assets"). In 1992, the Bank
established $46.5 million in allowances for loan losses and allowances for loans
held for sale through purchase accounting adjustments to cover its portion of
losses on the Reserve Assets. For four years after the acquisition date, the
FDIC was required to reimburse the Bank quarterly, in an aggregate amount up to
$20 million, for 80% of all net charge-offs on the Reserve Assets and the Bank's
share of net charge-offs and expenses associated with Segregated Assets
("Webster Bank's Shared Losses"), if such charge-offs on the Reserve Assets and
Webster Bank's portion of the Shared Losses collectively exceed $52 million.
Cumulative net charge-offs on Reserve Assets and the Bank's share of net
charge-offs and expenses associated with Segregated Assets from acquisition date
through 1996 totaled $38.0 million. The reporting period for contingent reserve
assets expired at December 31, 1996 and the losses recognized by the Bank on
these assets were less than those required for the FDIC to make additional
payments to the Bank. See Note 5 for a discussion on Segregated Assets.
Webster adopted SFAS No. 114 "Accounting by Creditors for Impairment of a Loan"
on January 1, 1995 as amended by SFAS No. 118, with no impact on its results of
operations. At December 31, 1996, Webster had $26.3 million of impaired loans,
of which $1.5 million was measured based upon the fair value of the underlying
collateral and $24.8 million was measured based upon the expected future cash
flows of the impaired loans. In 1996 and 1995, the average balance of impaired
loans was $26.3 million and $27.6 million, respectively. The allowance for
losses on impaired loans was established as a result of an allocation from the
allowance for losses on loans.
Webster's policy with regard to the recognition of interest income on impaired
loans includes an individual assessment of each loan. Interest which is more
than 90 days past due is not accrued. When payments on impaired loans are
received, Webster records interest income on a cash basis or applies the total
payment to principal based on an individual assessment of each loan. Cash basis
interest income recognized on impaired loans for the twelve months ended
December 31, 1996 and 1995 amounted to $120,746 and $50,362, respectively.
32
<PAGE>
A detail of the changes in the allowances for loan losses for the three years
follows:
<TABLE>
<CAPTION>
December 31,
1996
- -------------------------------------------------------------------------------------------------------------------------------
Impaired Total
(IN THOUSANDS) Loans Loans Allowance 1995 1994
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at Beginning of Period $ 46,523 $3,758 $ 50,281 $ 55,366 $ 54,370
Provisions Charged to Operations 9,655 133 9,788 5,726 5,609
Acquired Allowance for Purchased Loans 5,000 - 5,000 12,444
Allocation to General Allowance 4 (4) - - -
Charge-offs (23,500) (1,365) (24,865) (13,999) (20,358)
Recoveries 2,978 3 2,981 3,188 3,301
- -------------------------------------------------------------------------------------------------------------------------------
Balance at End of Period $ 40,660 $ 2,525 $ 43,185 $ 50,281 $ 55,366
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Webster is a party to financial instruments with off-balance sheet risk to meet
the financing needs of its customers and to reduce its own exposure to
fluctuations in interest rates. These financial instruments included commitments
to extend credit and commitments to sell residential first mortgage loans. These
instruments involve, to varying degrees, elements of credit and interest-rate
risk in excess of the amount recognized on the balance sheet.
The estimated fair value of commitments to extend credit is considered
insignificant at December 31, 1996 and 1995. Future loan commitments represent
residential mortgage loan commitments, letters of credit, standby letters of
credit, credit card lines and unused home equity credit lines. Rates for these
loans are generally established shortly before closing. The rates on home equity
lines of credit generally vary with the prime rate.
At December 31, 1996 and 1995 residential mortgage commitments outstanding
totaled $51.9 million and $52.1 million, respectively. Residential commitments
outstanding at December 31, 1996 consist of adjustable and fixed-rate mortgages
of $29.2 million and $22.7 million respectively, at rates ranging from 5.9% to
13.6%. Commitments to originate loans generally expire within 60 days. In
addition, at December 31, 1996 and 1995, there were unused portions of home
equity credit lines extended by Webster of $257.9 million and $228.5 million,
respectively. Unused commercial lines of credit, letters of credit, standby
letters of credit and outstanding commercial new loan commitments totaled $104.5
million and $51.8 million at December 31, 1996 and 1995, respectively.
Additionally, unused credit card lines were $36.5 million and $3.4 million at
December 31, 1996 and 1995, respectively. There were no credit card lines
outstanding at December 31, 1994.
Webster uses forward commitments to sell residential first mortgage loans which
are entered into for the purpose of reducing the market risk associated with
originating loans held for sale. The types of risk that may arise are from the
possible inability of Webster or the other party to fulfill the contracts. At
December 31, 1996 and 1995, Webster had forward commitments to sell loans
totaling $4.8 million and $3.8 million, respectively, at rates between 5.75% and
9.0% and 5.5% and 8.0%, respectively. The estimated fair value of commitments to
sell loans is considered insignificant at December 31, 1996 and 1995.
At December 31, 1996, 1995 and 1994, Webster serviced, for the benefit of
others, mortgage loans aggregating approximately $1,214.7 million, $967.0
million and $1,146.5 million, respectively. During 1996, Webster purchased
mortgage loan servicing assets with a principal balance of $272.5 million and
recorded a mortgage servicing asset of $2.8 million and during 1995, Webster
sold mortgage servicing assets with a principal balance of $290.0 million and
recorded a $2.2 million gain on their sale.
33
<PAGE>
NOTE 5: SEGREGATED ASSETS, NET
- --------------------------------------------------------------------------------
Segregated Assets, Net are certain assets purchased from the FDIC in the First
Constitution acquisition which are subject to a loss-sharing arrangement with
the FDIC:
<TABLE>
<CAPTION>
At December 31,
(IN THOUSANDS) 1996 1995
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Commercial Real Estate Loans $ 58,745 $ 79,995
Commercial Loans 6,606 10,439
Multi-Family Real Estate Loans 12,772 16,341
Other Real Estate Owned 406 1,299
- ------------------------------------------------------------------------------------------------
78,529 108,074
Allowance for Segregated Asset Losses (2,859) (3,235)
- ------------------------------------------------------------------------------------------------
Segregated Assets, Net $ 75,670 $104,839
- ------------------------------------------------------------------------------------------------
</TABLE>
The FDIC is required to reimburse Webster quarterly through 1997 for 80% of all
net charge-offs (i.e., the excess of charge-offs over recoveries) and certain
permitted expenses related to the Segregated Assets.
During 1998 and 1999, Webster 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. Webster is entitled to retain 20% of such recoveries during the
sixth and seventh years following the First Constitution acquisition and 100%
thereafter.
Upon termination of the seven-year period after the First Constitution
acquisition (December, 1999), if the sum of Webster's 20% share of net
charge-offs on Segregated Assets for the first five years after the acquisition
date plus permitted expenses during the entire seven-year period, less any
recoveries during the sixth and seventh year on Segregated Assets charged off
during the first five years, exceeds $49.2 million, the FDIC is required to pay
Webster an additional 15% of any such excess over $49.2 million at the end of
the seventh year. At December 31, 1996, cumulative net charge-offs and expenses
aggregated $53.9 million. During the first quarter of 1996, Webster began
recording the additional 15% reimbursement as a receivable from the FDIC (See
Note 7). As of December 31, 1996, Webster had received a total of $42.2 million
in reimbursements for net charge-offs and permitted expenses from the FDIC. At
December 31, 1996 and 1995, Webster had allowances for losses of $2.9 million
and $3.2 million, respectively, to cover its portion of Segregated Assets
losses.
A detail of changes in the allowance for Webster's share of losses for
Segregated Assets follows:
<TABLE>
<CAPTION>
At December 31,
(IN THOUSANDS) 1996 1995
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Balance at Beginning of Period $ 3,235 $ 4,420
Charge-offs (621) (1,772)
Recoveries 245 587
- -------------------------------------------------------------------------------------------------
Balance at End of Period $ 2,859 $ 3,235
- -------------------------------------------------------------------------------------------------
</TABLE>
At December 31, 1996 and 1995, nonperforming Segregated Assets are classified as
follows:
<TABLE>
<CAPTION>
At December 31,
(IN THOUSANDS) 1996 1995
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Commercial Real Estate Loans $ 3,337 $ 2,604
Commercial Loans 192 1,203
Multi-Family Real Estate Loans 495 1,432
Foreclosed Property:
Commercial Real Estate 269 648
Multi-Family Real Estate 138 651
- -----------------------------------------------------------------------------------------------
Total $ 4,431 $ 6,538
- -----------------------------------------------------------------------------------------------
</TABLE>
34
<PAGE>
NOTE 6: PREMISES AND EQUIPMENT, NET
- --------------------------------------------------------------------------------
A summary of premises and equipment, net follows:
<TABLE>
<CAPTION>
December 31,
(IN THOUSANDS) 1996 1995
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Land $ 8,138 $ 7,331
Buildings and Improvements 44,685 37,717
Leasehold Improvements 4,801 3,549
Furniture, Fixtures and Equipment 41,966 36,433
- -------------------------------------------------------------------------------------------------
Total Premises and Equipment 99,590 85,030
Accumulated Depreciation and Amortization 40,879 35,502
- -------------------------------------------------------------------------------------------------
Premises and Equipment, Net $ 58,711 $ 49,528
- -------------------------------------------------------------------------------------------------
</TABLE>
At December 31, 1996, Webster was obligated under various non-cancelable
operating leases for properties used as branch office facilities. The leases
contain renewal options and escalation clauses which provide for increased
rental expense based primarily upon increases in real estate taxes over a base
year. Rental expense under leases was $3,382,000, $1,975,000 and $2,190,000 in
1996, 1995 and 1994, respectively. Webster is also entitled to rental income
under various non-cancelable operating leases for properties owned. Rental
income under these leases was $1,949,000, $1,716,000 and $1,510,000 in 1996,
1995 and 1994, respectively.
The following is a schedule of future minimum rental payments and receipts
required under these leases as of December 31, 1996:
<TABLE>
<CAPTION>
(IN THOUSANDS) Payments Receipts
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Years ending December 31:
1997 $ 3,365 $ 820
1998 2,989 577
1999 2,532 513
2000 1,958 468
2001 1,647 415
Later years 6,865 948
- ------------------------------------------------------------------------------------------------
Total $ 19,356 $ 3,741
- ------------------------------------------------------------------------------------------------
</TABLE>
NOTE 7: PREPAID EXPENSES AND OTHER ASSETS
- --------------------------------------------------------------------------------
A summary of prepaid expenses and other assets follows:
<TABLE>
<CAPTION>
December 31,
(IN THOUSANDS) 1996 1995
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Due from FDIC $ 1,420 $ 1,174
Income Taxes Receivable 6,913 1,809
Deferred Tax Asset, Net (Note 14) 20,411 19,342
Mortgage Servicing Rights, Net 5,607 2,933
Other Assets 10,400 8,697
- ------------------------------------------------------------------------------------------
Prepaid Expenses and Other Assets $ 44,751 $ 33,955
- ------------------------------------------------------------------------------------------
</TABLE>
Of the $1.4 million due from FDIC at December 31, 1996, $926,000 represents
Webster's 80% reimbursement for fourth quarter net charge-offs and expenses on
Segregated Assets which will be received in the first quarter of 1997. The
remaining $474,000 represents the additional 15% reimbursement of charge-offs
and expenses which Webster will receive at the end of the seventh year (See Note
5). The increase in Income Taxes Receivable is due to the timing of the SAIF
recapitalization in the third quarter of 1996. Other Assets are primarily
comprised of prepaid expenses and various miscellaneous assets.
35
<PAGE>
During the 1995 second quarter, Webster adopted Statement of Financial
Accounting Standard No. 122 ("SFAS 122") "Accounting for Mortgage Servicing
Rights." This statement requires that a mortgage banking entity recognize as a
separate asset the value of the right to service mortgage loans for others,
regardless of how those servicing rights are acquired. Amortization of mortgage
servicing rights was $491,000, $715,000, and $712,000 for the years ended
December 31, 1996, 1995 and 1994 respectively. During 1996 and 1995 Webster
capitalized mortgage servicing assets of $508,000 and $184,000, respectively
related to originating loans and selling them servicing retained. Also, during
1996 Webster purchased mortgage loan servicing assets with a principal balance
of $272.5 million and recorded a mortgage loan servicing asset of $2.8 million.
At December 31, 1996 the allowance for decline in value of mortgage loan
servicing rights was $95,000 and was established through a provision in 1996.
There was no allowance for mortgage servicing rights at December 31, 1995.
NOTE 8: DEPOSITS
- --------------------------------------------------------------------------------
Deposits and weighted average rates are summarized as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
- -------------------------------------------------------------------------------------------------------------------------------
Weighted Weighted
Average % of Average % of
(IN THOUSANDS) Rate Balance Total Rate BalanceTotal
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Regular Savings 2.34% $ 935,312 21.0% 2.06% $ 766,413 20.2%
- -------------------------------------------------------------------------------------------------------------------------------
NOW Accounts 1.66 399,339 9.0 1.84 285,709 7.5
- -------------------------------------------------------------------------------------------------------------------------------
Demand Deposits - 312,159 7.0 - 166,024 4.4
- -------------------------------------------------------------------------------------------------------------------------------
Money Market Deposit Accounts 3.49 208,932 4.6 5.08 300,636 7.9
- -------------------------------------------------------------------------------------------------------------------------------
Certificate Accounts:
Up to 12 months 5.18 1,616,766 36.3 5.31 1,247,729 32.9
13 to 24 months 5.65 604,959 13.6 5.96 653,690 17.2
25 to 36 months 5.74 93,000 2.1 5.53 106,067 2.8
Over 36 months 6.17 287,094 6.4 6.17 271,444 7.1
- -------------------------------------------------------------------------------------------------------------------------------
Total Certificates 5.39 2,601,819 58.4 5.59 2,278,930 60.0
- -------------------------------------------------------------------------------------------------------------------------------
Total Deposits 3.95% $4,457,561 100.0% 4.31% $ 3,797,712 100.0%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Interest expense on deposits is summarized as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
(IN THOUSANDS) 1996 1995 1994
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Regular Savings $ 21,778 $ 17,727 $ 19,482
NOW Accounts 6,123 3,933 5,020
Money Market Deposit Accounts 9,941 16,547 13,020
Certificate Accounts 136,092 119,424 85,136
- -----------------------------------------------------------------------------------------------------
Total $173,934 $157,631 $122,658
- -----------------------------------------------------------------------------------------------------
</TABLE>
The following table presents the amount of time deposits in amounts of $100,000
or more at December 31, 1996 maturing during the periods indicated:
<TABLE>
<CAPTION>
(IN THOUSANDS)
- --------------------------------------------------------------------------------------------------
Maturing Amount
- --------------------------------------------------------------------------------------------------
<S> <C>
January 1, 1997 to March 31, 1997 $ 57,846
April 1, 1997 to June 30, 1997 61,819
July 1, 1997 to December 31, 1997 56,736
January 1, 1998 and beyond 54,917
- --------------------------------------------------------------------------------------------------
Total $ 231,318
- --------------------------------------------------------------------------------------------------
</TABLE>
36
<PAGE>
NOTE 9: FEDERAL HOME LOAN BANK ADVANCES
- --------------------------------------------------------------------------------
Advances payable to the Federal Home Loan Bank of Boston are summarized as
follows:
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS) At December 31
Fixed Rate: 1996 1995
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
4.82% to 8.61% Due 1996 $ - $379,054
4.82% to 9.80% Due 1997 414,590 71,790
4.99% to 8.19% Due 1998 76,800 19,300
5.54% to 8.86% Due 1999 6,400 4,400
6.31% to 9.16% Due 2000 13,420 10,920
6.69% Due in 2001 1,000 -
4.00% Due in 2008 150 150
- ------------------------------------------------------------------------------------------------------
512,360 485,614
- ------------------------------------------------------------------------------------------------------
Variable Rate:
- ------------------------------------------------------------------------------------------------------
5.94% to 6.41% Due in 1996 - 13,312
7.32% Due in 1997 47,520 -
- ------------------------------------------------------------------------------------------------------
47,520 13,312
- ------------------------------------------------------------------------------------------------------
Total Federal Home Loan Bank Advances $ 559,880 $498,926
- ------------------------------------------------------------------------------------------------------
</TABLE>
The following table sets forth certain information as to the Bank's FHL
Bank short-term borrowings at the dates and for the years indicated.
<TABLE>
<CAPTION>
AT DECEMBER 31,
(DOLLARS IN THOUSANDS) 1996 1995 1994
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Average amount outstanding during the period:
FHL Bank short-term advances $379,969 $374,910 $ 391,573
Amount outstanding at end of period:
FHL Bank short-term advances 462,110 392,366 357,645
Highest month end balance of short-term FHL Bank borrowings 475,693 493,340 530,338
Weighted average interest rate of short-term FHL Bank
borrowings at end of period 5.71% 5.94% 5.79%
Weighted average interest rate of short-term FHL Bank
borrowings during the period 5.61% 6.01% 4.98%
</TABLE>
At December 31, 1996, the Bank had additional borrowing capacity of over $2.1
billion from the Federal Home Loan Bank, including a line of credit of
approximately $69.3 million. Advances are secured by the Bank's investment in
FHLB stock and a blanket security agreement. This agreement requires the Bank to
maintain as collateral certain qualifying assets, principally mortgage loans and
securities. At December 31, 1996 and 1995, the Bank was in compliance with the
Federal Home Loan Bank collateral requirements.
NOTE 10: OTHER BORROWINGS
- --------------------------------------------------------------------------------
The following table summarizes other borrowings at December 31, 1996 and 1995.
<TABLE>
<CAPTION>
At December 31,
(DOLLARS IN THOUSANDS) 1996 1995
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Reverse Repurchase Agreements $ 99,085 $ 126,884
Senior Notes 40,000 40,000
Bank Line of Credit 18,000 -
ESOP Borrowings 2,546 3,130
Other Borrowings 6,496 -
- ---------------------------------------------------------------------------------------------------
Total $ 166,127 $ 170,014
- ---------------------------------------------------------------------------------------------------
</TABLE>
37
<PAGE>
The weighted average rates for other borrowed funds for the 1996 and 1995 year
periods were 6.26% and 7.58%, respectively.
During 1996, reverse repurchase agreement transactions were the primary source
of borrowed funds with the exception of FHLB advance borrowings (See Note 9).
The average balance and weighted average rate for repurchase transactions for
the 1996 year period were $132.7 million and 5.53% as compared to $37.8 million
and 5.91% for the 1995 year period. Securities underlying the reverse repurchase
transactions held as collateral are primarily U.S. Agency securities consisting
of GNMA and FNMA securities. Securities for reverse repurchase agreement
transactions related to Webster's funding operations are delivered to
broker-dealers who arrange the transactions. Webster also enters into reverse
repurchase agreements directly with certain customers.
Information concerning borrowings under reverse repurchase agreements is
summarized below:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------
Balance at Weighted Average Book Value Market Value
December 31, 1996 Maturity Date of Collateral of Collateral
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$99,085 5.1 months $102,306 $103,258
</TABLE>
The following table sets forth certain information as to the Bank's reverse
repurchase agreement short-term borrowings at the dates and for the years
indicated.
<TABLE>
<CAPTION>
AT DECEMBER 31,
(DOLLARS IN THOUSANDS) 1996 1995
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Average amount outstanding during the period:
Reverse repurchase short-term agreements $132,666 $ 37,830
Amount outstanding at end of period:
Reverse repurchase short-term agreements 99,085 126,884
Highest month end balance of short-term borrowings 202,204 126,884
Weighted average interest rate of reverse repurchase
agreement short-term borrowings at end of period 5.52% 5.80%
Weighted average interest rate of repurchase
agreement short-term borrowings during the period 5.53% 5.91%
</TABLE>
There were no reverse repurchase agreements transacted in 1994.
In 1996, Webster also utilized a variable rate line of credit through a
correspondent bank with a credit limit of $20 million. Webster has established
multiple sources of funding and uses the most favorable source under the
circumstances in conjunction with asset and liability management strategies. The
ESOP borrowings are from a correspondent bank at a floating rate based on the
correspondent bank's base (prime) rate and such rates at December 31, 1996 and
1995 were 7.90% and 8.36%, respectively. The estimated fair value of the ESOP
borrowings approximates book value at December 31, 1996 and 1995. The terms of
the loan agreements call for the ESOP to make annual scheduled principal
repayments through the year 2001. Interest is paid quarterly and the borrowings
are secured and guaranteed by Webster. See Note 15 for a description of the
increase in the ESOP's outstanding indebtedness in 1994.
On June 29, 1993, Webster completed a registered offering of $40 million of 8
3/4% Senior Notes due 2000 ("the Senior Notes"). Webster used $18.25 million
from the net proceeds of the offering to redeem the remaining shares of Series A
Stock issued by Webster to the FDIC in connection with the First Constitution
acquisition. The Senior Notes may not be redeemed by Webster prior to maturity
and are not exchangeable for any shares of Webster's common stock.
38
<PAGE>
NOTE 11: INTEREST RATE FINANCIAL INSTRUMENTS
- --------------------------------------------------------------------------------
Webster utilizes as part of its asset/liability management strategy various
interest rate contracts including short futures positions, interest rate swaps,
interest rate caps and interest rate floors. (See Note 3 for disclosures on
futures positions). Webster utilized interest rate financial instruments to
hedge mismatches in interest rate maturities to reduce exposure to movements in
interest rates. These interest rate financial instruments involve, to varying
degrees, credit risk and market risk. Credit risk is the possibility that a loss
may occur if a counterparty to a transaction fails to perform according to the
terms of the contract. Market risk is the effect of a change in interest rates
or currency rates on the value of the financial instrument. The notional amount
of interest rate financial instruments is the amount upon which interest and
other payments under the contract are based. For interest rate financial
instruments, the notional amount is not exchanged and therefore, the notional
amounts should not be taken as a measure of credit or market risk.
The fair value, which approximates the cost to replace the contract at the
current market rates is generally representative of market risk. Credit risk
related to the interest rate swaps at December 31, 1996 is not significant due
to counterparty ratings and to the fact that Webster is currently paying amounts
that are greater than it is receiving. Credit risk related to interest rate caps
and interest rate floors approximates their fair market value at December 31,
1996. In the event of a default by a counterparty, the cost to Webster, if any,
would be the replacement cost of the contract at the current market rate.
Interest rate financial instruments are summarized as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Fair Market
Notional Amount Value Book Value
December 31, December 31, December 31,
(IN THOUSANDS) 1996 1995 1996 1995 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest rate swap agreements $ 50,000 $150,000 $ (15) $ (4,954) $ - $ -
Interest rate floor agreements 100,000 - 1,602 - 1,482 -
Interest rate cap agreements 225,000 125,000 2,449 173 3,978 816
- ---------------------------------------------------------------------------------------------------------------------------
Total $ 375,000 $275,000 $ 4,036 $ (4,781) $ 5,460 $ 816
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Interest rate swap agreements involve the exchange of fixed and variable
interest payments based upon notional amounts paid to a maturity date. At
December 31, 1996, Webster had one interest rate swap agreement in which the
corporation received a variable rate based on LIBOR and paid a fixed rate of
6.04%. Total net interest expense paid on swap agreements totaled $903,000 for
the year ended December 31, 1996.
Interest rate cap agreements require cash payments to be made or received only
if current interest rates rise above a predetermined interest rate. At December
31, 1996, Webster had two outstanding cap agreements with an interest rate cap
of 7.00% and one outstanding interest rate cap agreement with an interest rate
cap of 6.50%. The amount paid for entering into the interest rate cap is
amortized over the life of the agreement as an adjustment to mortgage-backed
securities available for sale interest income. At December 31, 1996, Webster had
$4.0 million of unamortized interest rate cap balances and during the 1996
period amortized $496,000. Similarly, interest-rate floor agreements require
cash payments to be made or received if current interest rates fall below a
predetermined interest rate. At December 31, 1996, Webster had one outstanding
interest rate floor agreement with an interest rate floor of 5.75%. The amount
paid for entering into an interest rate floor agreement is amortized over the
life of the agreement as an adjustment to mortgage-backed securities available
for sale interest income. At December 31, 1996, Webster had $1.5 million of
unamortized floor balances and during the 1996 period amortized $235,000.
39
<PAGE>
NOTE 12: SUMMARY OF ESTIMATED FAIR VALUES
- --------------------------------------------------------------------------------
A summary of estimated fair values consisted of the following:
<TABLE>
<CAPTION>
December 31,
1996 1995
- -----------------------------------------------------------------------------------------------------------------------
Carrying Estimated Carrying Estimated
(IN THOUSANDS) Amount Fair Value Amount Fair Value
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Securities (Note 3) $ 1,572,242 $ 1,573,196 $ 1,505,103 $ 1,509,057
Residential Loans (Note 4) 2,785,590 2,852,213 2,455,667 2,520,545
Consumer Loans (Note 4) 141,291 141,478 103,328 105,719
Home Equity Loans (Note 4) 285,912 293,104 228,307 233,041
Commercial Loans (Note 4) 472,912 469,098 267,993 268,041
Less Allowance for Loan Losses (Note 4) 43,185 -- 50,281 --
Segregated Assets, Net (Note 5) 75,670 75,670 104,839 104,839
Interest rate contracts (Note 11) 5,460 4,036 816 (4,781)
Mortgage Servicing Rights, Net (Note 7) 5,607 6,433 2,933 2,933
Other Assets (Note 7) 305,711 304,704 264,697 257,631
Liabilities:
Deposits Other than Certificates (Note 8) $ 1,855,742 $ 1,855,742 $ 1,518,782 $ 1,518,782
Certificate Accounts (Note 8):
Maturing in Less than One Year 1,628,618 1,631,181 1,657,549 1,670,503
Maturing in One Year and Beyond 973,201 974,182 621,381 635,254
Federal Home Loan Bank Advances (Note 9) 559,880 560,421 498,926 502,108
Other Borrowings (Note 10) 166,127 166,175 170,014 170,890
Other Liabilities 86,810 86,810 82,170 82,170
</TABLE>
In December 1991, the Financial Accounting Standards Board issued Statement No.
107, "Disclosures about Fair Value of Financial Instruments," which requires all
entities to disclose the fair value of financial instruments, including both
assets and liabilities recognized and not recognized in the statement of
financial position, for which it is practicable to estimate fair value.
The carrying amounts for interest-bearing deposits approximate fair value since
they mature in 90 days or less and do not present unanticipated credit concerns.
The fair value of securities (Note 3) is estimated based on prices published in
financial newspapers or quotations received from securities dealers or pricing
services. The fair value of interest rate contracts was based on the amount
Webster would receive or pay to terminate the agreements. Federal Home Loan Bank
stock has no active market and is required to be held by member banks. The
estimated fair value of Federal Home Loan Bank stock equals the carrying amount.
In estimating the fair value of loans, portfolios with similar financial
characteristics were classified by type. Loans were segmented into four generic
types: residential, consumer, home equity and commercial. Residential loans were
further segmented into fifteen and thirty year fixed-rate contractual
maturities, with the remaining classified as variable-rate loans. The fair value
of each category is calculated by discounting scheduled cash flows through
estimated maturity using market discount rates. Adjustments were made to reflect
credit and rate risks inherent in the portfolio.
Due to the loss-sharing arrangement with the FDIC, a yield on Segregated Assets
that approximates a market yield and the allowance for Webster's share of losses
on Segregated Assets, Webster believes that the estimated fair value of
Segregated Assets approximates their carrying amount of $75.7 million and $104.8
million at December 31, 1996 and December 31, 1995, respectively.
The estimated fair value of deposits with no stated maturity, such as
noninterest bearing demand deposits, regular savings, NOW accounts and money
market accounts, is equal to the amount payable on demand. The estimated fair
values of certificates of deposit, Federal Home Loan Bank Advances, and other
borrowings were calculated using the discounted cash flow method. The discount
rate is estimated using rates currently offered for deposits and Federal Home
Loan Bank
40
<PAGE>
Advances of similar remaining maturities. The discount rate used for the Senior
Notes was calculated using a spread over Treasury Notes consistent with the
spread used to price the Senior Notes at their inception.
The calculation of fair value estimates of financial instruments is dependent
upon certain subjective assumptions and involves significant uncertainties,
resulting in variability in estimates with changes in assumptions. Potential
taxes and other expenses that would be incurred in an actual sale or settlement
are not reflected in the amounts disclosed. Fair value estimates are not
intended to reflect the liquidation value of the financial instruments.
NOTE 13: FORECLOSED PROPERTY EXPENSES AND PROVISIONS, NET AND ALLOWANCE FOR
LOSSES ON FORECLOSED PROPERTIES
- --------------------------------------------------------------------------------
Foreclosed property expenses and provisions, net are summarized as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
(IN THOUSANDS) 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(Gain) Loss on Sale of Foreclosed Properties
Acquired in Settlement of Loans, Net $ (1,354) $ (735) $ 517
Provision for Losses on Foreclosed
Properties 1,866 3,532 5,317
Rental Income (262) (782) (1,260)
Foreclosed Property Expenses 3,257 4,239 5,532
- -----------------------------------------------------------------------------------------------------------------
Total $ 3,507 $ 6,254 $ 10,106
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
Webster has an allowance for losses on foreclosed properties. A detail of the
changes in the allowance follows:
<TABLE>
<CAPTION>
Years Ended December 31,
(IN THOUSANDS) 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at Beginning of Period $ 1,233 $ 2,943 $ 2,076
Provisions 1,866 3,532 5,317
Losses Charged to Allowance (2,503) (5,524) (11,802)
Recoveries Credited to Allowance 144 282 852
Additions to Allowance for Acquired
Foreclosed Properties - - 6,500
- -------------------------------------------------------------------------------------------------------------
Balance at End of Period $ 740 $ 1,233 $ 2,943
- -------------------------------------------------------------------------------------------------------------
</TABLE>
In connection with the Bristol acquisition in 1994, a purchase accounting
adjustment of $5.9 million for the allowance for losses on foreclosed properties
was recorded at the time of the acquisition and added to Bristol's existing
allowance of $600,000 to reflect an accelerated disposition strategy.
41
<PAGE>
NOTE 14: INCOME TAXES
- --------------------------------------------------------------------------------
Charges for income taxes in the Consolidated Statements of Income are comprised
of the following:
<TABLE>
<CAPTION>
Years Ended December 31,
(IN THOUSANDS) 1996 1995 1994
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 18,774 $ 16,034 $ 12,533
State 4,025 5,156 4,398
- ------------------------------------------------------------------------------------------
22,799 21,190 16,931
Deferred:
Federal (1,781) (4,526) (4,378)
State 1,354 (1,214) (1,342)
- ------------------------------------------------------------------------------------------
(427) (5,740) (5,720)
Total:
Federal 16,993 11,508 8,155
State 5,379 3,942 3,056
- ------------------------------------------------------------------------------------------
$ 22,372 $ 15,450 $ 11,211
- ------------------------------------------------------------------------------------------
</TABLE>
Income tax expense of $22.4 million, $15.5 million and $11.2 million for the
years ended December 31, 1996, 1995 and 1994, respectively, differed from the
amounts computed by applying the Federal income tax rate of 35% in 1996, 1995
and 1994 to pre-tax income as a result of the following:
<TABLE>
<CAPTION>
Years Ended December 31,
(IN THOUSANDS) 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Computed "Expected" Tax Expense $ 21,246 $ 15,615 $ 13,650
Reduction in Income Taxes Resulting From:
Dividends Received Deduction (603) (324) (212)
State Income Taxes, Net of Federal Income
Tax Benefit, Including Change in
Valuation Allowance and Rate 3,822 2,581 2,007
Adjustment to Deferred Tax Assets and Liabilities:
Change in Federal Tax Rate -- -- (265)
Change in Valuation Allowance (Federal) (2,000) (2,294) (3,781)
Other, Net (93) (128) (188)
- --------------------------------------------------------------------------------------------------------------------
Income Taxes $ 22,372 $ 15,450 $ 11,211
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
At December 31, 1996 Webster had a net deferred tax asset of $20.4 million. In
order to fully realize the net deferred tax asset, Webster must either incur tax
losses to carryback or generate future taxable income. Based on Webster's
historical and current taxable earnings, management believes it is more likely
than not that Webster will realize the net deferred tax asset. There can be no
assurance, however, that Webster will generate taxable earnings or a specific
level of continuing taxable earnings in the future.
Webster's deferred tax valuation allowance is principally for a portion of
temporary differences that may be subject to review by taxing authorities. The
net decreases in the valuation allowance in 1996, 1995 and 1994 were due to
favorable reassessments of known risks and resulted in reductions of income tax
expense in these years.
42
<PAGE>
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 1996 and
1995 are presented below.
<TABLE>
<CAPTION>
(IN THOUSANDS)
Deferred Tax Assets: December 31,1996 December 31, 1995
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Loan Loss Allowances & Other Allowances, Net $ 21,657 $ 26,079
Accrued Compensation and Pensions 3,620 3,137
Tax Loss Carry Forwards -- 2,025
Intangibles 3,743 3,296
Other 3,362 3,511
- ---------------------------------------------------------------------------------------------------
Total Gross Deferred Tax Assets 32,382 38,048
Less Valuation Allowance (6,207) (8,207)
- ---------------------------------------------------------------------------------------------------
Deferred Tax Asset after Valuation Allowance 26,175 29,841
- ---------------------------------------------------------------------------------------------------
Deferred Tax Liabilities:
Loan Discount 2,826 6,306
Plant and Equipment, Principally due to
Differences in Depreciation 167 428
Unrealized Gain on Securities 1,427 2,070
Other 1,344 1,695
- ---------------------------------------------------------------------------------------------------
Total Gross Deferred Tax Liabilities 5,764 10,499
- ---------------------------------------------------------------------------------------------------
Net Deferred Tax Asset $ 20,411 $ 19,342
- ---------------------------------------------------------------------------------------------------
</TABLE>
NOTE 15: SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------
Shareholders' equity increased $2.3 million to $336.8 million at December 31,
1996 from $334.6 million at December 31, 1995. Included in the change in
shareholders' equity from 1995 to 1996 was the repurchase of 804,900 shares of
common stock in 1996 as part of two share repurchase programs.
See Consolidated Statements of Shareholders' Equity.
On July 31, 1997, Webster acquired People's (see Note 2). In connection with the
acquisition, Webster issued 1,575,996 shares of its common stock for all the
outstanding shares of People's common stock. Under the terms of the agreement,
People's shareholders received .85 shares of Webster common stock in a tax free
exchange for each of their shares of People's common stock. These consolidated
financial statements include People's financial data as if People's had been
combined at the beginning of the earliest period presented.
On January 31, 1997, Webster acquired Derby (see Note 2). In connection with the
acquisition, Webster issued 3,501,370 shares of its common stock for all the
outstanding shares of Derby common stock. Under the terms of the agreement,
Derby shareholders received 1.14158 shares of Webster common stock in a tax free
exchange for each of their shares of Derby common stock. These consolidated
financial statements include Derby's financial data as if Derby had been
combined at the beginning of the earliest period presented.
In December 1995, Webster completed the sale of 1,249,600 shares of common stock
in an underwritten public offering raising $32.1 million of additional capital,
net of expenses, which was invested in the Bank to facilitate its completion of
the Shawmut Transaction and to have the Bank remain well capitalized for
regulatory purposes.
On November 1, 1995, Webster acquired Shelton (See Note 2). In connection with
the acquisition, Webster issued 1,292,549 shares of its common stock for all the
outstanding shares of Shelton common stock. Under the terms of the agreement,
Shelton shareholders received .92 of a share of Webster common stock in a tax
free exchange for each of their shares of Shelton common stock.
On December 16, 1994, Webster acquired Shoreline (See Note 2). In connection
with the acquisition, Webster issued 266,500 shares of its common stock for all
533,000 outstanding shares of Shoreline common stock, based on an exchange ratio
of 1 share of Webster's common stock for 2 shares of Shoreline's common stock.
43
<PAGE>
On March 3, 1994, Webster completed the sale of 1,150,000 shares of its common
stock in subscription and underwritten public offerings that were conducted in
connection with the Bristol acquisition. Of the 1,150,000 shares sold in the
subscription and public offerings, 100,000 shares were purchased by Webster
Bank's ESOP. The ESOP's outstanding loan balance was increased by approximately
$2.1 million in connection with the purchase.
On December 30, 1992, through a registered offering, Webster issued 250,000
shares of Series B 7 1/2% Cumulative Convertible Preferred Stock (the "Series B
Stock") for $25 million. Webster used 50% of the net proceeds of $23.5 million
from this equity offering to redeem $11.75 million of its Series A Preferred
Stock issued to the FDIC in connection with the purchase of certain assets and
liabilities of First Constitution Bank in October 1992. On June 29, 1993,
Webster completed a registered offering of $40 million aggregate principal
amount of 8 3/4% Senior Notes due 2000. Webster used $18.25 million of the
proceeds from this offering to redeem the remaining shares of its Series A
Preferred Stock. During 1996 and 1995 holders of the Series B Stock converted
73,785 shares and 260 shares into 423,525 shares and 1,492 shares, respectively
of Webster's common stock. The remaining 98,084 shares of Series B Stock
converted into 563,002 shares of common stock in January 1997.
Retained earnings at December 31, 1996 included $27.2 million of earnings of the
Bank appropriated to bad debt reserves (pre-1988), which were deducted for
federal income tax purposes. Tax law changes were enacted in August 1996 to
eliminate the "thrift bad debt" method of calculating bad debt deductions for
tax years after 1995 and to impose a requirement to recapture into taxable
income (over a six-year period) all bad debt reserves accumulated after 1987.
Since Webster previously recorded a deferred tax liability with respect to these
post-1987 reserves, its total income tax expense for financial reporting
purposes will not be affected by the recapture requirement. The tax law changes
also provide that taxes associated with the recapture of pre-1988 bad debt
reserves would become payable under more limited circumstances than under prior
law. Under the tax laws, as amended, events that would result in recapture of
the pre-1988 bad debt reserves include stock and cash distributions to the
holding company from the Bank in excess of specified amounts. Webster does not
expect such reserves to be recaptured into taxable income.
Applicable OTS regulations require federal savings banks such as the Bank, to
satisfy certain minimum capital requirements, including a leverage capital
requirement (expressed as a ratio of core or Tier 1 capital to adjusted total
assets) and risk-based capital requirements (expressed as a ratio of core or
Tier 1 capital and total capital to total risk-weighted assets). As an OTS
regulated institution, Webster Bank is also subject to a minimum tangible
capital requirement (expressed as a ratio of tangible capital to adjusted total
assets). At December 31, 1996 the Bank exceeded all OTS regulatory capital
requirements and met the FDIC requirements for a "well capitalized" institution.
In order to be considered "well capitalized" a depository institution must have
a ratio of Tier 1 capital to adjusted total assets of 5%, a ratio of Tier 1
capital to risk-weighted assets of 6% and a ratio of total capital to
risk-weighted assets of 10%. Failure to meet minimum capital requirements can
initiate certain mandatory and possible additional discretionary actions by
regulators that if undertaken, could have a direct material effect on Webster's
Consolidated Financial Statements. Webster's capital amounts and classifications
are also subject to qualitative judgements by the OTS about components, risk
weightings, and other factors. At December 31, 1996, the Bank was in full
compliance with all applicable capital requirements as detailed below:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
OTS
Minimum Capital Well
Actual Requirements Capitalized
(DOLLARS IN THOUSANDS) Amount Ratio Amount Ratio Amount Ratio
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1996
Total Capital (to Risk-Weighted Assets) $364,951 12.40% $235,423 8.00% $294,278 10.00%
Tier 1 Capital (to Risk-Weighted Assets) $330,306 11.22% $117,711 4.00% $176,557 6.00%
Tier 1 Capital (to Adjusted Total Assets) $330,306 6.00% $165,096 3.00% $275,160 5.00%
Tangible Capital (to Adjusted Total Assets) $325,905 5.92% $ 82,547 1.50% No Requirement
As of December 31, 1995
Total Capital (to Risk-Weighted Assets) $331,159 13.29% $199,366 8.00% $249,207 10.00%
Tier 1 Capital (to Risk-Weighted Assets) $302,945 12.16% $ 99,683 4.00% $149,524 6.00%
Tier 1 Capital (to Adjusted Total Assets) $302,945 6.30% $144,288 3.00% $240,480 5.00%
Tangible Capital (to Adjusted Total Assets) $297,731 6.19% $ 72,141 1.50% No Requirement
</TABLE>
44
<PAGE>
At the time of the respective conversions of the Bank and certain predecessors
from mutual to stock form, each institution established a liquidation account
for the benefit of eligible depositors who continue to maintain their deposit
accounts after conversion. In the event of a complete liquidation of the Bank,
each eligible depositor will be entitled to receive a liquidation distribution
from the liquidation account. The Banks may not declare or pay a cash dividend
on or repurchase any of its capital stock if the effect thereof would cause its
regulatory capital to be reduced below applicable regulatory capital
requirements or the amount required for its liquidation accounts.
The OTS capital distribution regulations establish three tiers of institutions
for purposes of determining the level of dividends that can be paid. Since the
Bank's capital levels exceeded all fully phased-in OTS capital requirements at
December 31, 1996, it is considered a Tier 1 Institution. Tier 1 Institutions
generally are able to pay dividends up to an amount equal to one-half of their
excess capital at the beginning of the year plus all income for the calendar
year. In accordance with the OTS capital distribution regulations, the Bank must
provide a 30 day notice prior to the payment of any dividends to Webster. As of
December 31, 1996, the Bank had $74.8 million available for the payment of
dividends under the OTS capital distribution regulations. The Bank has paid
dividends to Webster amounting to $21.5 million and $18.1 million for 1996 and
1995, respectively. Under the prompt corrective action regulations adopted by
the OTS and the FDIC, the Bank is precluded from paying any dividends if such
action would cause it to fail to comply with applicable minimum capital
requirements.
The Bank has an ESOP that invests in Webster common stock as discussed in Notes
10 and 16. Since Webster has secured and guaranteed the ESOP debt, the
outstanding ESOP loan balance is shown as a reduction of shareholders' equity.
Shareholders' equity is increased by the amount of principal repayments on the
ESOP loan. Principal repayments totaled $583,000, $545,000 and $384,000 during
the years ended December 31, 1996, 1995 and 1994, respectively.
In February 1996, Webster's Board of Directors adopted a stockholders' rights
plan in which preferred stock purchase rights have been granted as a dividend at
the rate of one right for each share of common stock held of record as of the
close of business on February 16, 1996. The plan is designed to protect all
Webster shareholders against hostile acquirers who may seek to take advantage of
Webster and its shareholders through coercive or unfair tactics aimed at gaining
control of Webster without paying all shareholders a fair price. Each right
initially would entitle the holder thereof to purchase under certain
circumstances one 1/1,000th of a share of a new Series C Preferred Stock at an
exercise price of $100 per share. The rights will expire in February 2006. The
rights will be exercisable only if a person or group in the future becomes the
beneficial owner of 15% or more of the common stock, or announces a tender or
exchange offer which would result in its ownership of 15% or more of the common
stock, or if the Board declares any person or group to be an "adverse person"
upon a determination that such person or group has acquired beneficial ownership
of 10% or more and that such ownership is not in the best interests of the
company.
NOTE 16: EMPLOYEE BENEFIT AND STOCK OPTION PLANS
- --------------------------------------------------------------------------------
The Bank maintains a noncontributory pension plan for employees who meet certain
minimum service and age requirements. Pensions are based upon earnings of
covered employees during the period of credited service. The Bank also has an
employee investment plan under section 401(k) of the Internal Revenue Code.
Under the savings plan the Bank will match $.50 for every $1.00 of the
employee's contribution up to 6% of the employee's annual compensation.
Operations were charged with $909,000, $593,000 and $530,000 for the years ended
December 31, 1996, 1995 and 1994, respectively, for contributions to the
investment plan.
The Bank's ESOP, which is noncontributory by employees, is designed to invest,
on behalf of employees of the Bank who meet certain minimum age and service
requirements, in Webster common stock. The Bank may make contributions to the
ESOP in such amounts as the board of directors may determine on an annual basis.
To the extent that the Bank's contributions are used to repay the ESOP loan,
Webster common stock is allocated to the accounts of participants in the ESOP.
Stock and other amounts allocated to a participant's account become fully vested
after the participant has completed five years of service under the ESOP.
Operations were charged with $847,000, $848,000 and $384,000 for the years ended
December 31, 1996, 1995 and 1994, respectively, for contributions to the ESOP.
The 1996 ESOP charge includes $583,525 for principal payments and $77,283 of
interest payments (net of $133,052 of dividends on unallocated ESOP shares) and
$315,266 of compensation expense recorded as required under the Accounting
Standards Executive Committee's Statement of Position 93-6, "Employers
Accounting for Stock Ownership Plans."
45
<PAGE>
The following table sets forth the funded status of the Bank's pension plan and
amounts recognized in Webster's Consolidated Statements of Condition as of
December 31, 1996 and 1995.
<TABLE>
<CAPTION>
December 31,
(IN THOUSANDS) 1996 1995
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation $ 15,266 $ 13,695
Nonvested benefit obligation 1,380 784
- ---------------------------------------------------------------------------------------------------------
Accumulated benefit obligation 16,646 14,479
Effect of projected future compensation levels 4,155 4,838
- ---------------------------------------------------------------------------------------------------------
Projected benefit obligation for service
rendered to date 20,801 19,317
Plan assets at fair value, primarily listed
stocks and U.S. bonds 18,694 17,468
- ---------------------------------------------------------------------------------------------------------
Excess (Deficiency) of plan assets over
benefit obligation (2,107) (1,849)
Items not yet recognized in earnings:
Unrecognized prior service cost (2,221) (1,913)
Unrecognized net gain (loss) 1,878 2,128
Unrecognized net asset at January 1, 1987
being recognized over 20.9 years (313) (347)
- ---------------------------------------------------------------------------------------------------------
Unfunded Accrued Pension Liability $ (2,763) $ (1,981)
- ---------------------------------------------------------------------------------------------------------
</TABLE>
The weighted average discount rate, rate of increase of future compensation
levels and the expected long-term rate of return on assets used in determining
the actuarial present value of the projected benefit obligation were 7.25%, 5.0%
and 9.0% for 1996 and 1995.
Net pension expense for 1996, 1995 and 1994 included the following components:
<TABLE>
<CAPTION>
December 31,
(IN THOUSANDS) 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost benefits earned during the period $ 1,961 $ 1,286 $ 1,521
Interest cost on projected benefit obligations 1,394 1,225 930
Return on plan assets (2,038) (3,153) 634
Amortization and deferral 338 1,704 (1,790)
- --------------------------------------------------------------------------------------------------------------
Total $ 1,655 $ 1,062 1,295
- --------------------------------------------------------------------------------------------------------------
</TABLE>
The components of postretirement benefits cost were as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
(IN THOUSANDS) 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost $ 258 $ 238 $ 318
Interest cost 256 250 250
Amortization 78 68 102
Immediate recognition of net transition obligation - - 822
- -----------------------------------------------------------------------------------------------------------------
Net Periodic Postretirement Benefit Cost $ 592 $ 556 $ 1,492
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
46
<PAGE>
The following table sets forth the status of Webster's accumulated
postretirement benefit obligation:
<TABLE>
<CAPTION>
December 31,
(IN THOUSANDS) 1996 1995
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Accumulated benefit obligation $(3,818) $(3,613)
Unrecognized transition obligation 1,748 1,820
Unrecognized net (loss) gain (998) (784)
- -----------------------------------------------------------------------------------------------
Unfunded Accrued Postretirement Liability $(3,068) $(2,577)
- -----------------------------------------------------------------------------------------------
</TABLE>
The weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.25%. The assumed weighted average health
care cost trend rate was 4.25% for 1996. An increase of 1% in the assumed health
care cost trend rate would result in an increase in the accumulated benefit
obligation by $33,000.
Webster maintains stock option plans (the "Option Plans") for the benefit of its
directors and officers. In October 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standard No. 123 ("SFAS No. 123")
"Accounting for Stock-Based Compensation." This statement establishes financial
accounting and reporting standards for stock-based employee compensation plans.
Under the provisions of this statement, Webster has elected to continue to
measure compensation for its option plans using the accounting prescribed by APB
Opinion No. 25 "Accounting for Stock Issued to Employees." Disclosure
information requirements are effective for financial statements for fiscal years
beginning after December 15, 1995, or for an earlier fiscal year for which this
statement is initially adopted for recognizing compensation cost. Pro forma
disclosures required for entities that elect to continue to measure compensation
cost using APB Opinion No. 25 must include the effects of all awards granted in
fiscal years that begin after December 31, 1994.
At December 31, 1996, Webster had multiple-fixed stock option based compensation
plans, which are described below. Webster applies the provisions of APB Opinion
No. 25 and related interpretations in accounting for these plans. Accordingly,
no compensation cost has been recognized for its fixed stock option plans in the
Consolidated Statements of Income. Had compensation cost for Webster's stock
option based compensation plans been determined consistent with SFAS No. 123;
Webster's net income and earnings per share would have been reduced to the pro
forma amounts indicated below:
<TABLE>
<CAPTION>
Years Ended December 31,
(IN THOUSANDS, EXCEPT SHARE DATA) 1996 1995
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Net Income:
As Reported $ 38,501 $ 29,321
Pro Forma $ 37,740 $ 27,593
Primary Earnings Per Share:
As Reported $ 2.77 $ 2.30
Pro Forma $ 2.71 $ 2.16
Fully Diluted Earnings Per Share:
As Reported $ 2.66 $ 2.22
Pro Forma $ 2.61 $ 2.09
</TABLE>
During the initial phase-in period, the effects of applying this Statement for
providing pro forma disclosures are not likely to be representative of the
effects on reported net income and earnings per share for future years. This is
due to the fact that awards may vest over several years and stock options may be
granted each year.
Webster's five fixed stock option plans were established in 1995, 1994, 1992,
1986 and 1985. The 1995, 1994 and 1985 plans were acquired through bank
acquisitions. Under these plans, the number of shares that may be granted are
212,500, 286,650, 780,500, 385,085 and 312,069, respectively, after having been
adjusted for a 10% stock dividend that occurred in 1993 that affected the number
of shares under the plans and amendments to the 1992 plan. The 1992 plan was
amended in April 1994 and 1996 to increase shares under the Plan by an
additional 235,000 and 375,000 shares, respectively. Stock appreciation rights
("SARS") have been granted in tandem with stock options under the Company's 1985
option plan. In accordance with generally accepted accounting principles,
compensation expense is recorded when the market value of
47
<PAGE>
Webster's common stock exceeds the SAR'S strike price. During the years ended
December 31, 1996, 1995 and 1994, the number of SARS exercised were: 1,102,
19,634 and 8,429, respectively, and compensation expense was $18,800, $177,900
and $121,700, respectively. Under the terms of the plans, the exercise price of
each option granted equals the market price of the Company's stock on the date
of grant and each option has a maximum contractual life of ten years. Tables
that follow provide disclosures and information required under SFAS No. 123 and
summarizes stock compensation activity for the years 1996, 1995 and 1994 for
which Consolidated Statements of Income are presented.
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes Option-Pricing Model with the following weighted average
assumptions used for grants issued during 1996 and 1995: expected option term 10
years, expected dividend yield 1.91%, expected volatility 21.0%, expected
forfeiture rate 1.14%, and weighted average risk-free interest rate of 6.42%.
A summary of the status of Webster's fixed stock option plans at December 31,
1996, 1995, and 1994 and changes during the years ended on those dates is
presented below:
<TABLE>
<CAPTION>
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options Outstanding at Beginning of Year 1,196,024 $ 17.37 889,297 $ 14.50 781,189 $ 12.33
Granted 194,729 31.19 394,361 22.89 250,792 19.74
Exercised (569,199) 15.75 (80,734) 12.48 (139,584) 11.65
Forfeited/Canceled (9,525) 22.41 (6,900) 18.75 (3,100) 18.99
- -----------------------------------------------------------------------------------------------------------------------------
Options Outstanding at End of Year 812,029 $ 21.78 1,196,024 17.37 889,297 $ 14.51
- -----------------------------------------------------------------------------------------------------------------------------
Options Exercisable at Year End 498,929 973,474 762,947
Weighted Average Per Share Fair Value
of Options Granted During the Year $ 11.91 $ 9.77 N/A
</TABLE>
The following table summarizes information about Webster's fixed stock option
plans for options granted that are outstanding at December 31, 1996.
<TABLE>
<CAPTION>
Options Outstanding at December 31, 1996 Options Exercisable at December 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted Average Weighted Weighted
Remaining Average Average
Number Contractual Life Exercise Number Exercise
Range of Exercise Prices Outstanding (In Years) Price Exercisable Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 4.55-$ 9.77 61,145 3.2 $ 7.91 61,145 $ 7.91
$10.91-$20.24 302,278 6.4 $17.31 226,128 $ 16.98
$20.50-$24.75 236,493 7.9 $21.52 184,693 $ 21.61
$25.25-$28.13 115,613 9.0 $27.64 26,963 $ 26.70
$34.25-$38.19 96,500 10.0 $37.90 - -
- ------------------------------------------------------------------------------------------------------------------------------------
Totals 812,029 7.4 $21.78 498,929 $ 18.11
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Webster also has two restricted stock plans consisting of a Director Fee
Retainer Restricted Stock Plan, which was established in 1996 and a Restricted
Stock Plan, which was established in 1992. Under the Director Fee Restricted
Stock Plan, a total of 3,120 shares were issued to ten directors in 1996 with
each receiving 312 shares. These restricted shares were reissued from treasury
stock and the cost was measured as of the grant date using the fair market value
of Webster's stock as of the grant date. Under the Restricted Stock Plan, there
were no shares granted in 1996 or 1995 and 8,944 shares granted in 1994. The
cost of all restricted shares are amortized to compensation expense over the
contractual service period and such expense is reflected in Webster's
Consolidated Statements of Income.
48
<PAGE>
NOTE 17: MERGER AND ACQUISITION EXPENSES
- --------------------------------------------------------------------------------
A summary of merger and acquisition expenses follows:
<TABLE>
<CAPTION>
Years Ended December 31,
(IN THOUSANDS) 1996 1995 1994
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shawmut Transaction 500 1,000 --
Shelton -- 3,271 --
Shoreline -- -- $ 700
- ---------------------------------------------------------------------------------------------
Total $ 500 $4,271 $ 700
- ---------------------------------------------------------------------------------------------
</TABLE>
NOTE 18: SUBSEQUENT EVENTS
- --------------------------------------------------------------------------------
On January 30, 1997, Webster completed the sale of $100 million of Webster
Capital Trust I Capital Securities. Webster Capital Trust I is a business trust
formed for the purpose of issuing capital securities and investing the proceeds
in subordinated debentures, due 2027, issued by Webster. Interest payments on
the debentures are tax deductible by Webster. The securities have an annual rate
of 9.36%, payable semiannually, beginning July 29, 1997. Webster will use the
capital for general corporate purposes.
NOTE 19: LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
Webster is party to various legal proceedings normally incident to the kind of
business conducted. Management believes that no material liability will result
from such proceedings.
NOTE 20: PARENT COMPANY CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
The Statements of Condition for 1996 and 1995 and the Statements of Income and
Cash Flows for the three-year period ended December 31, 1996 (parent only) are
presented below.
<TABLE>
<CAPTION>
Statements of Condition
December 31,
(IN THOUSANDS) 1996 1995
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and Due from Depository Institutions $ 2,248 $ 1,252
Securities Available for Sale 17,072 60,466
Investment in Subsidiaries 374,747 312,136
Due from Subsidiaries 2,138 2,177
Other Assets 2,482 3,208
- --------------------------------------------------------------------------------------------
Total Assets $398,687 $379,239
- --------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Senior Notes due 2000 $ 40,000 $ 40,000
Line of Credit 18,400 --
ESOP Borrowings 2,546 3,130
Other Liabilities 909 1,529
Shareholders' Equity 336,832 334,580
- --------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $398,687 $379,239
- --------------------------------------------------------------------------------------------
</TABLE>
49
<PAGE>
<TABLE>
<CAPTION>
Statements of Income
Years Ended December 31,
(IN THOUSANDS) 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dividends from Subsidiary $ 21,526 $ 18,072 $ 7,763
Interest on Securities 984 1,148 1,003
Gain on Sale of Securities 1,520 503 37
Other Noninterest Income 139 70 85
Interest Expense on Borrowings 3,780 3,660 3,703
Other Noninterest Expenses 3,124 3,752 1,871
- ---------------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes and
Equity in Undistributed Earnings of Subsidiaries 17,265 12,381 3,314
Income Tax Benefit 1,597 2,504 1,896
- ---------------------------------------------------------------------------------------------------------------------------
Income Before Equity in Undistributed
Earnings of Subsidiaries 18,862 14,885 5,210
Equity in Undistributed Earnings of Subsidiaries 19,639 14,436 22,750
- ---------------------------------------------------------------------------------------------------------------------------
Net Income 38,501 29,321 27,960
Preferred Stock Dividends 1,149 1,296 1,716
- ---------------------------------------------------------------------------------------------------------------------------
Net Income Available to Common Shareholders $ 37,352 $ 28,025 $ 26,244
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Statements of Cash Flows
Years Ended December 31,
(IN THOUSANDS) 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Activities:
Net Income $ 38,501 $ 29,321 $ 27,960
Decrease (Increase) in Interest Receivable 42 (16) (15)
Decrease in Other Assets 117 2,048 6,666
Gains on Sale of Securities (1,520) (503) (37)
Equity in Undistributed Earnings of Subsidiaries (19,639) (14,436) (22,750)
Other, Net (6,281) (1,722) (1,315)
- ---------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 11,220 14,692 10,509
- ---------------------------------------------------------------------------------------------------------------------------
Investing Activities:
Purchases of Securities Available for Sale (35,076) (45,168) (2,369)
Sales of Securities Available for Sale 76,465 4,445 9,014
- ---------------------------------------------------------------------------------------------------------------------------
Net Cash Provided (Used) by Investing Activities 41,389 (40,723) 6,645
- ---------------------------------------------------------------------------------------------------------------------------
Financing Activities:
Repayment of Borrowings (7,584) (545) (1,450)
Proceeds from Borrowings 25,400 -- --
Net Proceeds from Sale of Common Stock -- 32,112 21,923
Excercise of Stock Options 12,929 1,733 2,529
Cash Dividends to Shareholders (9,158) (7,396) (6,473)
Common Stock Repurchases (29,200) (721) (136)
Investment in Subsidiary (44,000) (50) (32,000)
- ---------------------------------------------------------------------------------------------------------------------------
Net Cash (Used) Provided by Financing Activities (51,613) 25,133 (15,607)
- ---------------------------------------------------------------------------------------------------------------------------
(Decrease) Increase in Cash and Cash Equivalents 996 (898) 1,547
Cash and Cash Equivalents at Beginning of Year 1,252 2,150 603
- ---------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 2,248 $ 1,252 $ 2,150
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
50
<PAGE>
NOTE 21: SELECTED QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)
- --------------------------------------------------------------------------------
Selected quarterly data for 1996 and 1995 follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
First Second Third Fourth
(IN THOUSANDS, EXCEPT PER SHARE DATA) Quarter Quarter Quarter Quarter
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996:
Interest Income $91,238 $96,487 $98,839 $99,894
Interest Expense 53,074 53,386 55,079 55,882
- -------------------------------------------------------------------------------------------------------------------
Net Interest Income 38,164 43,101 43,760 44,012
Provision for Loan Losses 1,714 2,145 2,345 3,584
Gain on Sale of Loans and Securities, Net 608 904 871 2,487
Other Noninterest Income 5,692 7,221 7,372 7,024
Noninterest Expenses 29,047 31,999 36,824 32,685
- -------------------------------------------------------------------------------------------------------------------
Income Before Taxes 13,703 17,082 12,834 17,254
Income Taxes 5,127 6,007 4,613 6,625
- -------------------------------------------------------------------------------------------------------------------
Net Income 8,576 11,075 8,221 10,629
Preferred Stock Dividends 323 321 283 222
- -------------------------------------------------------------------------------------------------------------------
Net Income Available to Common Shareholders $ 8,253 $10,754 $ 7,938 $10,407
- -------------------------------------------------------------------------------------------------------------------
Net Income Per Share:
Primary $ 0.61 $ 0.80 $ 0.58 $ 0.78
Fully Diluted $ 0.59 $ 0.76 $ 0.56 $ 0.75
- -------------------------------------------------------------------------------------------------------------------
1995:
Interest Income $78,043 $82,337 $85,665 $86,877
Interest Expense 43,873 48,627 52,119 52,972
- -------------------------------------------------------------------------------------------------------------------
Net Interest Income 34,170 33,710 33,546 33,905
Provision for Loan Losses 1,021 1,090 1,210 2,405
Gain on Sale of Loans and Securities, Net 273 877 1,559 2,467
Other Noninterest Income 5,657 5,489 5,566 6,014
Noninterest Expenses 27,223 27,705 26,114 31,694
- -------------------------------------------------------------------------------------------------------------------
Income Before Taxes 11,856 11,281 13,347 8,287
Income Taxes 4,168 3,729 4,765 2,788
- -------------------------------------------------------------------------------------------------------------------
Net Income 7,688 7,552 8,582 5,499
Preferred Stock Dividends 324 324 324 324
- -------------------------------------------------------------------------------------------------------------------
Net Income Available to Common Shareholders $ 7,364 $ 7,228 $ 8,258 $ 5,175
- -------------------------------------------------------------------------------------------------------------------
Net Income Per Share:
Primary $ 0.61 $ 0.60 $ 0.68 $ 0.41
Fully Diluted $ 0.59 $ 0.58 $ 0.65 $ 0.40
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
All periods presented have been retroactively restated to reflect the inclusion
of the results of People's, Derby and Shelton, which were acquired on July 31,
1997, January 31, 1997 and November 1, 1995, respectively, and were accounted
for using the pooling of interests method.
51
<PAGE>
MANAGEMENT'S REPORT
- --------------------------------------------------------------------------------
To Our Shareholders:
The management of Webster is responsible for the integrity and objectivity of
the financial and operating information contained in this annual report,
including the consolidated financial statements covered by the Report of
Independent Auditors. These statements were prepared in conformity with
generally accepted accounting principles and include amounts that are based on
the best estimates and judgements of management.
Webster has a system of internal accounting controls which provides management
with reasonable assurance that transactions are recorded and executed in
accordance with its authorizations, that assets are properly safeguarded and
accounted for, and that financial records are maintained so as to permit
preparation of financial statements in accordance with generally accepted
accounting principles. This system includes formal procedures, an organizational
structure that segregates duties, and a comprehensive program of periodic audits
by the internal auditors. Webster has also instituted policies which require
employees to maintain the highest level of ethical standards.
In addition, the Audit Committee of the Board of Directors, consisting solely of
outside directors, meets periodically with management, the internal auditors and
the independent auditors to review internal accounting controls, audit results
and accounting principles and practices, and annually recommends to the Board of
Directors the selection of independent public accountants.
James C. Smith John V. Brennan
Chairman and Chief Executive Officer Executive Vice President,
Chief Financial Officer and Treasurer
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders of
Webster Financial Corporation
Waterbury, Connecticut
We have audited the accompanying consolidated statements of condition of Webster
Financial Corporation and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the years in the three-year period ended December 31, 1996. These
consolidated financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Webster Financial
Corporation and subsidiaries as of December 31, 1996 and 1995, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
Hartford Connecticut /s/ KPMG Peat Marwick L.L.P.
----------------------------
November 11, 1997
52
<PAGE>
Corporate Headquarters
Webster Financial Corporation and Webster Bank
Webster Plaza
Waterbury, CT 06702
(203) 753-2921
Transfer Agent and Registrar
American Stock Transfer & Trust Co.
Shareholder Services
40 Wall Street
New York, NY 10005
1-800-937-5449
Dividend Reinvestment and Stock Purchase Plan
Stockholders wishing to receive a prospectus for the Dividend Reinvestment and
Stock Purchase Plan are invited to write to American Stock Transfer & Trust Co.
at the address listed above, or call 1-800-278-4353.
Stock Listing Information
The common stock of Webster is traded over-the-counter on the NASDAQ National
Market System under the symbol "WBST."
General Inquiries: Contact Harriet Munrett Wolfe (203) 578-2423
Financial Inquiries: Contact John V. Brennan (203) 578-2335
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
Form 10K and Other Reports
Our annual report to the Securities and Exchange Commission (Form 10K),
additional copies of this report, and quarterly reports may be obtained free of
charge by contacting Harriet Munrett Wolfe, Senior Vice President and
Secretary, Webster Plaza, Waterbury, CT 06702.
53
<PAGE>
Common Stock Dividends and Market Prices
The following table shows dividends declared and the market price per share by
quarter for 1996 and 1995.
- -----------------------------------------------------------------------
Common Stock (Per Share)
- -----------------------------------------------------------------------
Market Price
- -----------------------------------------------------------------------
Cash
Dividends End of
1996 Declared Low High Period
- -----------------------------------------------------------------------
Fourth $ .18 $ 33 1/2 $38 1/4 $ 36 3/4
Third .18 28 35 3/4 35 1/4
Second .16 26 3/4 29 3/8 28
First .16 27 1/2 30 1/4 28
1995
- -----------------------------------------------------------------------
Fourth $ .16 $ 24 1/2 $29 1/2 $ 29 1/2
Third .16 23 31 26 1/4
Second .16 21 1/4 26 23 7/8
First .16 18 22 1/4 21 1/4
- -----------------------------------------------------------------------
Market Makers:
Advest, Inc.
First Albany Corporation
Herzog, Heine, Geduld, Inc.
Keefe, Bruyette & Woods, Inc.
Knight Securities L.P.
Legg Mason Wood Walker Inc.
M.A. Schapiro & Co., Inc.
MacAllister Pitfield MacKay
Mayer & Schweitzer Inc.
Merrill Lynch, Pierce, Fenner & Smith
OTA Limited Partnership
Paine Webber Inc.
Ryan Beck & Co., Inc.
Sandler O'Neill & Partners
Sherwood Securities Corp.
Smith Barney Inc.
Troster Singer Corp.
Tucker Anthony Incorporated
Webster Bank Information
For more information on Webster Bank products and services, call 1-800-325-2424,
or write:
Webster Bank
Telebanking Center
P.O. Box 191
CH420
Waterbury, Connecticut 06720-0191
Worldwide Web Site
WWW.WebsterBank.Com
54
<PAGE>
DIRECTORS
JAMES C. SMITH, Chairman and Chief Executive Officer
JOEL S. BECKER, Chairman and Chief Executive Officer, Torrington Supply Company
O. JOSEPH BIZZOZERO, Jr., M.D., BCB Medical Group
JOHN J. CRAWFORD, Chairman and Chief Executive Officer, Aristotle Corporation
President and Chief Executive Officer, South Central Connecticut Regional
Water Authority
ROBERT A. FINKENZELLER, President, Eyelet Crafters, Inc.
WALTER R. GRIFFIN, Griffin, Griffin & O'Brien, P.C.
J. GREGORY HICKEY, CPA, Retired Managing Partner of Hartford office of Ernst &
Young
C. MICHAEL JACOBI, President and Chief Executive Officer, Timex Corporation
J. ALLEN KOSOWSKY*, CPA, J. Allen Kosowsky, CPA, P.C.
Sr. MARGUERITE WAITE, President and Chief Executive Officer, St. Mary's Hospital
SENIOR MANAGEMENT GROUP
JAMES C. SMITH, Chairman and Chief Executive Officer
JOHN V. BRENNAN, CPA, Executive Vice President, Chief Financial Officer and
Treasurer
WILLIAM T. BROMAGE, Executive Vice President, Business Banking
GEORGE M. BROPHY*, Executive Vice President, Information Technologies
JEFFREY N. BROWN*, Executive Vice President, Marketing and Communications
PETER K. MULLIGAN, Executive Vice President, Consumer and Small Business Banking
RENEE P. SEEFRIED*, Senior Vice President, Human Resources
ROSS M. STRICKLAND, Executive Vice President, Mortgage Banking
* Webster Bank only
55
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<ARTICLE> 9
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000801337
<NAME> Webster Financial Corporation
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<CURRENCY> US
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
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<CASH> 105,226
<INT-BEARING-DEPOSITS> 4,536
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 983,699
<INVESTMENTS-CARRYING> 534,672
<INVESTMENTS-MARKET> 528,473
<LOANS> 3,685,707
<ALLOWANCE> 43,185
<TOTAL-ASSETS> 5,607,210
<DEPOSITS> 4,457,561
<SHORT-TERM> 686,007
<LIABILITIES-OTHER> 86,810
<LONG-TERM> 40,000
1
0
<COMMON> 136
<OTHER-SE> 336,695
<TOTAL-LIABILITIES-AND-EQUITY> 5,607,210
<INTEREST-LOAN> 285,614
<INTEREST-INVEST> 100,844
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 173,934
<INTEREST-EXPENSE> 217,421
<INTEREST-INCOME-NET> 169,037
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<INCOME-PRE-EXTRAORDINARY> 60,873
<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-PRIMARY> 2.87
<EPS-DILUTED> 2.66
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</TABLE>
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<ARTICLE> 9
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000801337
<NAME> Webster Financial Corporation
<MULTIPLIER> 1000
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
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<INT-BEARING-DEPOSITS> 49,668
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<TRADING-ASSETS> 0
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<INVESTMENTS-CARRYING> 618,290
<INVESTMENTS-MARKET> 621,428
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<ALLOWANCE> 50,281
<TOTAL-ASSETS> 4,883,402
<DEPOSITS> 3,798,712
<SHORT-TERM> 628,940
<LIABILITIES-OTHER> 82,170
<LONG-TERM> 40,000
2
0
<COMMON> 135
<OTHER-SE> 334,443
<TOTAL-LIABILITIES-AND-EQUITY> 4,883,402
<INTEREST-LOAN> 237,933
<INTEREST-INVEST> 94,989
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 157,631
<INTEREST-EXPENSE> 197,591
<INTEREST-INCOME-NET> 135,331
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<EXPENSE-OTHER> 112,736
<INCOME-PRETAX> 44,771
<INCOME-PRE-EXTRAORDINARY> 44,771
<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-PRIMARY> 2.35
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<YIELD-ACTUAL> 3.23
<LOANS-NON> 52,332
<LOANS-PAST> 0
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<CHARGE-OFFS> 13,999
<RECOVERIES> 3,188
<ALLOWANCE-CLOSE> 50,281
<ALLOWANCE-DOMESTIC> 50,281
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000801337
<NAME> Webster Financial Corporation
<MULTIPLIER> 1000
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<CASH> 67,970
<INT-BEARING-DEPOSITS> 68,694
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
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<DEPOSITS> 3,781,393
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<LONG-TERM> 40,000
2
0
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<TOTAL-LIABILITIES-AND-EQUITY> 4,677,859
<INTEREST-LOAN> 212,747
<INTEREST-INVEST> 80,417
<INTEREST-OTHER> 0
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<INTEREST-EXPENSE> 152,552
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<INCOME-PRE-EXTRAORDINARY> 39,171
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</TABLE>
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<LEGEND>
(Replace this text with the legend)
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<NAME> Webster Financial Corporation
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<CURRENCY> US
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0
0
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<INTEREST-INVEST> 28,084
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<TABLE> <S> <C>
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<LEGEND>
(Replace this text with the legend)
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<CIK> 0000801337
<NAME> Webster Financial Corporation
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<CURRENCY> US
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0
0
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<LEGEND>
(Replace this text with the legend)
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<CIK> 0000801337
<NAME> Webster Financial Corporation
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<CURRENCY> US
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0
0
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<LEGEND>
(Replace this text with the legend)
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<CIK> 0000801337
<NAME> Webster Financial Corporation
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<CURRENCY> US
<S> <C>
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2
0
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(Replace this text with the legend)
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<NAME> Webster Financial Corporation
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<CURRENCY> US
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<LEGEND>
(Replace this text with the legend)
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<NAME> Webster Financial Corporation
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<CURRENCY> US
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2
0
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