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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 000-24187
HUDSON RIVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 14-1803212
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Hudson City Centre, Hudson, New York 12534
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 828-4600
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES |X| NO |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
As of June 17, 2002, there were issued and outstanding 15,192,659 shares
of the Registrant's Common Stock. The aggregate market value of the voting stock
held by non-affiliates of the Registrant, computed by reference to the average
of the closing bid and asked prices of such stock on the Nasdaq National Market
System as of June 17, 2002, was approximately $402.6 million.
DOCUMENTS INCORPORATED BY REFERENCE
Part II of Form 10-K - Annual Report to Shareholders for the fiscal year ended
March 31, 2002.
Part III of Form 10-K - Portions of Proxy Statement for 2002 Annual Meeting of
Shareholders.
PART I
Item 1. Description of Business
BUSINESS OF THE COMPANY
General
Hudson River Bancorp, Inc. (the "Company"), a Delaware corporation, was
organized on March 5, 1998 at the direction of the Board of Trustees of Hudson
River Bank & Trust Company (the "Bank") (formerly Hudson City Savings
Institution) for the purpose of owning all of the outstanding capital stock of
the Bank upon consummation of the Bank's conversion from a mutual savings bank
to a stock savings bank. The Company, as the sole stockholder of the Bank, is a
savings and loan holding company regulated by the Office of Thrift Supervision
("OTS").
The Company is an operating company. The Company directs, plans and
coordinates the business activities of the Bank and also is actively involved in
the plans and activities of its affiliates. In the future, the Company may
continue to acquire or organize other operating subsidiaries, including other
financial institutions, or it may merge with or acquire other financial
institutions and financial services related companies. The Company neither owns
nor leases any property but instead uses the premises and equipment of the Bank.
The Company does not currently employ any persons other than certain officers of
the Bank who are not separately compensated by the Company. The Company utilizes
the support staff of the Bank from time to time, if needed. Additional employees
will be hired as appropriate to the extent the Company expands its business in
the future.
Throughout this Annual Report on Form 10-K for the year ended March 31,
2002, references to the Company include both the Company and the Bank, unless
otherwise noted. For additional information on the business of the Company, see
page 7 of the Company's Annual Report to Shareholders attached hereto as Exhibit
13 and incorporated herein by reference.
Market Area
The Bank's primary market area is comprised of 51 branches located in the
Capital District area of New York State. The Company's primary market area
consists principally of suburban and rural communities with service,
wholesale/retail trade, government and manufacturing serving as the basis of the
local economy. Service jobs represent the largest type of employment in the
Company's primary market area, with jobs in wholesale/retail trade accounting
for the second largest employment sector.
Lending Activities
General. The Company primarily originates and retains fixed- and
adjustable-rate residential mortgage loans, including home equity loans, secured
by the borrower's primary residence. Generally, the term of the loans originated
ranges from 15 to 30 years. The Company also originates to a lesser extent
commercial real estate loans, commercial loans, manufactured housing loans,
financed insurance premiums and other consumer loans. In-market loan
originations are generated by the Company's marketing efforts, which include
print, radio and television advertising, lobby displays and direct contact with
local civic and religious organizations, as well as by the Company's present
customers, walk-in customers and referrals from real estate agents, brokers and
builders. The marketing for manufactured housing loans is conducted through
Tammac Corporation with which the Company has an agreement relating to such
loans. The marketing for financed insurance premiums is conducted through the
Company's premium finance subsidiary. See "Consumer Lending." At March 31, 2002,
the Company's total loan portfolio totaled approximately $1.9 billion.
The types of loans that the Company may originate are subject to federal
and state laws and regulations. Interest rates charged by the Company on loans
are affected by the demand for such loans, the supply of money available for
lending purposes and the rates offered by competitors. These factors are in turn
affected by, among other things, economic conditions, monetary policies of the
Federal government, including the Federal Reserve Board ("FRB"), and tax
policies. For a description of the Company's lending portfolio, see page 10 of
the Company's 2002 Annual Report to Shareholders attached hereto as Exhibit 13
and incorporated herein by reference.
The following table illustrates the contractual maturity of the Company's
construction, commercial real estate, and commercial loans at March 31, 2002.
Loans which have adjustable or renegotiable interest rates are shown as maturing
in the period during which the contract is due. The schedule does not include
the effects of possible prepayments or enforcement of due-on-sale clauses.
Commercial
Construction Real Estate Commercial
(In thousands) Loans Loans Loans Total
------------------------------------------------------
Amounts due:
1 year or less ............. $ 483 $ 26,802 $ 53,246 $ 80,531
After 1 year:
1 to 5 years ............. -- 108,483 33,433 141,916
Over 5 years ............. 17,895 294,407 22,404 334,706
------- -------- -------- --------
Total due after one year ... 17,895 402,890 55,837 476,622
------- -------- -------- --------
Total amount due ........... $18,378 $429,692 $109,083 $557,153
======= ======== ======== ========
The following table sets forth the dollar amounts in the respective loan
category at March 31, 2002 that are contractually due after March 31, 2003, and
whether such loans have fixed interest rates or adjustable interest rates.
Due after March 31, 2003
--------------------------------------
(In thousands) Fixed Adjustable Total
----- ---------- -----
Construction loans ................ $ 16,312 $ 1,583 $ 17,895
Commercial real estate loans ...... 195,114 207,776 402,890
Commercial loans .................. 31,312 24,525 55,837
-------- -------- --------
Total ......................... $242,738 $233,884 $476,622
======== ======== ========
Residential Real Estate Lending
The Company's residential real estate loans consist of primarily
one-to-four family, owner-occupied mortgage loans, including home equity loans.
At March 31, 2002, $1.2 billion, or 64.2% of the Company's total loans consisted
of residential mortgage loans and home equity loans. The Company does not
originate fixed-rate loans for terms longer than 30 years. The Company's
residential real estate loans are priced competitively with the market.
Accordingly, the Company attempts to distinguish itself from its competitors
based on quality of service.
The Company generally underwrites its fixed-rate residential mortgage
loans using accepted secondary market standards. In underwriting residential
mortgage loans, the Company evaluates, among other things, the borrower's
ability to make monthly payments and the value of the property securing the
loan. Properties securing real estate loans made by
the Company are appraised by independent fee appraisers approved by the
Company's Board of Directors. The Company requires borrowers to obtain title
insurance, and fire and property insurance (including flood insurance, if
necessary) in an amount not less than the amount of the loan.
The Company currently offers adjustable-rate residential mortgage ("ARM")
loans with initial fixed rate periods from one to ten years. Subsequent to the
initial fixed period the interest rate adjusts annually based on the change in
the relevant United States Treasury index. These loans generally provide for up
to a 2.0% periodic cap and a lifetime cap of 6.0% over the initial rate. As a
consequence of using caps, the interest rates on these loans may not be as rate
sensitive as the Company's cost of funds. Borrowers of one-year residential ARM
loans are generally qualified at a rate of 2.0% above the initial interest rate.
The Company offers ARM loans that are convertible into fixed-rate loans with
interest rates based upon the then current market rates. ARM loans generally
pose greater credit risks than fixed-rate loans, primarily because as interest
rates rise, the required periodic payment by the borrower rises, increasing the
potential for default. However, as of March 31, 2002, the Company had not
experienced higher default rates on these loans relative to its other loans.
The Company's residential mortgage loans do not contain prepayment
penalties and do not permit negative amortization of principal. Real estate
loans originated by the Company generally contain a "due on sale" clause
allowing the Company to declare the unpaid principal balance due and payable
upon the sale of the security property. The Company has waived the due on sale
clause on loans held in its portfolio from time to time to permit assumptions of
the loans by qualified borrowers.
Generally, the Company does not originate residential mortgage loans where
the ratio of the loan amount to the value of the property securing the loan
(i.e., the "loan-to-value" ratio) exceeds 95%, although on occasion, the Company
may lend up to 97% of the value of the property securing the loan. If the
loan-to-value ratio exceeds 80%, the Company generally requires that the
borrower obtain private mortgage insurance in amounts intended to reduce the
Company's exposure to 80% or less of the lower of the appraised value or the
purchase price of the property securing the loan.
The Company's home equity loans and lines of credit are secured by a lien
on the borrower's residence and generally do not exceed $250,000. The Company
uses the same underwriting standards for home equity loans as it uses for
residential mortgage loans. Home equity loans are generally originated in
amounts which, together with all prior liens on such residence, do not exceed
80% of the appraised value of the property securing the loan. The interest rates
for home equity loans and lines of credit either float, at a stated margin, with
the prime rate or have fixed interest rates. Home equity lines of credit require
interest and principal payments on the outstanding balance for the term of the
loan. The terms of the Company's home equity lines of credit are generally five
years to ten years, with a payback period ranging from five to twenty years.
Commercial Real Estate Lending
The Company engages in commercial real estate lending secured primarily by
apartment buildings, office buildings, motels, nursing homes and strip shopping
centers located in the Company's primary market area. At March 31, 2002, the
Company had $429.7 million of commercial real estate loans, representing 22.6%
of the Company's total loan portfolio.
Commercial real estate loans have either fixed or adjustable rates and
terms to maturity that do not exceed 25 years. The Company's current lending
guidelines generally require that the property securing a loan generate net cash
flows of at least 125% of debt service after the payment of all operating
expenses, excluding depreciation, and the loan-to-value ratio not exceed 75% on
loans secured by such properties. As a result of a decline in the value of some
properties in the Company's primary market area and due to economic conditions,
the current loan-to-value ratio of some commercial real estate loans in the
Company's portfolio may exceed the initial loan-to-value ratio, and the current
debt service ratio may exceed the initial debt service ratio. Adjustable rate
commercial real estate loans provide for interest at a margin over a designated
index, often a designated prime rate, with periodic adjustments, generally at
frequencies of up to five years. In underwriting commercial real estate loans,
the Company analyzes the financial condition of the borrower, the borrower's
credit history, the reliability and predictability of the net income generated
by the property securing the loan and the value of the property itself. The
Company generally requires personal guarantees of the borrowers in addition to
the security property as collateral for such loans. Appraisals on properties
securing commercial real estate loans originated by the Company are performed by
independent fee appraisers approved by the Board of Directors.
Commercial real estate loans generally present a higher level of risk than
loans secured by one- to four-family residences. This greater risk is due to
several factors, including the concentration of principal in a limited number of
loans and borrowers, the effect of general economic conditions on income
producing properties and the increased difficulty of evaluating and monitoring
these types of loans. Furthermore, the repayment of loans secured by commercial
real estate is typically dependent upon the successful operation of the related
real estate project. If the cash flow from the project is reduced (for example,
if leases are not obtained or renewed, or a bankruptcy court modifies a lease
term, or a major tenant is unable to fulfill its lease obligations), the
borrower's ability to repay the loan may be impaired and the value of the
property may be reduced.
Consumer Lending
The Company offers a variety of secured and unsecured consumer loans,
including manufactured housing loans (loans secured by prefabricated or mobile
homes which serve as the borrower's dwelling), financed insurance premiums,
lines of credit and loans secured by automobiles. Substantially all of the
Company's manufactured housing loans and financed insurance premium loans are
originated outside the Company's primary market area. The balance of the
Company's consumer loans is originated inside the Company's market area.
The underwriting standards employed by the Company for consumer loans
other than financed insurance premiums generally include a determination of the
applicant's payment history on other debts and an assessment of ability to meet
existing obligations and payments on the proposed loan. Although
creditworthiness of the applicant is the primary consideration, the underwriting
process also includes a comparison of the value of the property securing the
loan, if any, in relation to the proposed loan amount. For information regarding
underwriting of financed insurance premiums, see "- Financed Insurance
Premiums."
Manufactured Housing Loans. In order to facilitate its origination of
manufactured housing lending, the Company is party to an agreement with Tammac
Corporation ("Tammac"), pursuant to which Tammac solicits manufactured housing
loan applications on behalf of the Company. Under the agreement, the Company may
refuse to accept for any reason any application referred to it by Tammac. Tammac
provides certain collection services to the Company, which include, for any loan
that is more than 30 days past due, attempting to cause the borrower to pay
delinquent installments and to bring his or her delinquent loan payments up to
date. Tammac also provides repossession and liquidation services, at the
direction of the Company, for certain delinquent loans. Tammac is paid a fixed
percentage of the amount financed by the borrower and does not receive
additional compensation for collection, repossession, or any other services
provided to the Company. Substantially all of the manufactured housing loans
originated by the Company have been referred to it by Tammac.
Manufactured housing loans represent the largest component of the
Company's consumer loan portfolio. At March 31, 2002, the Company's portfolio of
manufactured housing loans totaled $67.7 million, or 3.6% of its total loan
portfolio. The Company's manufactured housing loans are typically originated at
a higher rate than residential first mortgage loans, and generally have terms of
up to 20 years. Historically, the Company's manufactured housing loans have been
made with both fixed and adjustable rates of interest. Currently, however, the
Company originates only fixed-rate manufactured housing loans. The Company's
adjustable-rate manufactured housing loans typically have an interest rate of
4.0% above the one year United States Treasury index, adjusted annually, with a
2.0% maximum annual adjustment and a 16.0% interest rate cap. The initial
interest rate represents the floor. Because the loan may be based on the cost of
the manufactured housing as well as improvements and because manufactured
housing may decline in value due to wear and tear following their initial sale,
the value of the collateral securing a manufactured housing loan may be less
than the loan balance. At the time of origination, inspections are made to
substantiate current market values on all manufactured homes. The Company has
purposely allowed the manufactured housing loan portfolio to decrease from its
prior year balances as it attempts to de-emphasize this type of lending.
Financed Insurance Premiums. Another component of the Company's consumer
loan portfolio is financed insurance premiums. The Company conducts such lending
through a general partnership known as Premium Payment Plan ("PPP") in which
Hudson City Associates, Inc., a wholly owned subsidiary of the Bank, holds a 65%
ownership interest. The remaining 35% interest is held by F.G.O. Corporation,
which is responsible for the marketing of PPP's business. Hudson City Associates
receives 65% of any profits but absorbs 100% of any losses of PPP. No profit
distributions are made to F.G.O. Corporation until any past losses have been
recouped. PPP is currently licensed to provide insurance premium financing in
twenty-eight states, but does business primarily in New York, New Jersey and
Pennsylvania. Management estimates that approximately 26.3% of premiums financed
are for non-standard and sub-standard (assigned risk) personal automobile
insurance and the remaining 73.7% are for various commercial lines of insurance.
Interest rates charged on these loans are substantially higher than those
charged on other types of loans. Terms on these loans are primarily for nine
months.
The Company has experienced a relatively high level of delinquencies in
its financed insurance premium portfolio resulting in higher charge-offs. The
Company may continue to experience a high level of delinquencies and charge-offs
in this class of loans due to the nature of this type of lending. The
underwriting of these loans is generally not based upon the credit risk of the
borrower. In the typical case, funds are advanced to the insurance company for
the full amount of the premium upon receipt of a down payment from the insured.
If the insured defaults on the loan, the Company sustains a loss to the extent
the premium has been earned by (and is therefore unrecoverable from) the
insurance company. The Company's most significant exposure to loss occurs when
the initial insurance premium quoted by an insurance broker, and used as the
basis for the loan and the related down payment, is increased by the
underwriting insurance company subsequent to making the loan. In these
instances, if the borrower decides not to pay the increased premium amount, the
Company is left with an insufficient down payment, relative to the increased
premium, and little or no collateral in the way of insurance premiums refundable
by the insurance company. Accordingly, writing financed insurance premiums
through insurance brokers who accurately quote the initial insurance premium is
critical to this type of lending. At March 31, 2002, the Company had $30.7
million of financed insurance premiums through PPP, representing 1.6% of the
Company's total loan portfolio.
Consumer loans may entail greater credit risk than residential mortgage
loans, particularly in the case of consumer loans which are unsecured or are
secured by assets which may decline in value. In such cases, any repossessed
collateral for a defaulted consumer loan may not provide an adequate source of
repayment of the outstanding loan balance as a result of high initial
loan-to-value ratios, repossession, rehabilitation and carrying costs, and the
greater likelihood of damage, loss or depreciation of the property, and thus are
more likely to be affected by adverse personal circumstances. In the case of
manufactured home loans, which may have loan balances in excess of the resale
value of the collateral, borrowers may abandon the collateral property making
repossession by the Company and subsequent losses more likely. The application
of various federal and state laws, including bankruptcy and insolvency laws, may
limit the amount which can be recovered on consumer loans, including
manufactured home loans.
Commercial Lending
At March 31, 2002, commercial loans comprised $109.1 million, or 5.7% of
the Company's total loan portfolio. Most of the Company's commercial loans have
been extended to finance local businesses and include primarily short-term loans
to finance machinery and equipment purchases, inventory, and accounts
receivable. Commercial loans also involve the extension of revolving credit for
a combination of equipment acquisitions and working capital needs, as well as
mortgage warehouse lines of credit.
The terms of loans extended on machinery and equipment are based on the
projected useful life of such machinery and equipment, generally not to exceed
seven years. Lines of credit are available to borrowers provided that the
outstanding balance is paid in full (i.e., the credit line has a zero balance)
for at least 30 days every year. All lines of credit are reviewed on an annual
basis. In the event the borrower does not meet this 30-day requirement, the line
of credit may be terminated and the outstanding balance may be converted into a
fixed term loan. The Company has standby letters of credit outstanding which are
offered at competitive rates and terms and are generally on a secured basis.
Unlike residential mortgage loans, commercial loans are typically made on
the basis of the borrower's ability to make repayment from the cash flow of the
borrower's business. As a result, the availability of funds for the repayment of
commercial loans may be substantially dependent on the success of the business
itself (which, in turn, is often dependent in part upon general economic
conditions). The Company's commercial loans are usually, but not always, secured
by business assets. However, the collateral securing the loans may depreciate
over time, may be difficult to appraise and may fluctuate in value based on the
success of the business.
The Company's commercial lending policy includes credit file documentation
and analysis of the borrower's background, capacity to repay the loan, the
adequacy of the borrower's capital and collateral as well as an evaluation of
other conditions affecting the borrower. Analysis of the borrower's past,
present and future cash flows is also an important aspect of the Company's
current credit analysis. The Company generally obtains personal guarantees on
its
commercial loans. Nonetheless, such loans are believed to carry higher credit
risk than more traditional savings bank loans.
The Company maintains a $20.0 million warehouse line of credit with
Homestead Funding Corp. ("Homestead"), a mortgage company located in the Capital
District area of New York. Homestead primarily originates residential real
estate loans in the Company's market area. The line of credit is secured by
assignments of the underlying mortgages. At March 31, 2002, the Company had $7.3
million outstanding under these warehouse line of credits which are included in
commercial loans. The Company also has an equity investment in Homestead as a
strategic initiative. The line of credit to Homestead was made in the ordinary
course of business at the Company's normal credit terms, including interest rate
and collateralization.
Asset Quality
Delinquency Procedures. When a borrower fails to make a required payment
on a residential mortgage loan, the Company attempts to cure the deficiency by
contacting the borrower. Written contacts are made after payment is 15 days past
due and, in most cases, deficiencies are cured promptly. If the delinquency is
not cured by the 30th day, the Company attempts to contact the borrower by
telephone to arrange payment of the delinquency. If these efforts have not
resolved the delinquency within 45 days after the due date, a second written
notice is sent to the borrower, and on the 60th day a notice is sent to the
borrower warning that foreclosure proceedings will be commenced unless the
delinquent amount is paid. If the delinquency has not been cured within a
reasonable period of time after the foreclosure notice has been sent, the
Company may obtain a forbearance agreement or may institute appropriate legal
action to foreclose upon the property. If foreclosed, property collateralizing
the loan is sold at a public sale and may be purchased by the Company. If the
Company is in fact the successful bidder at the foreclosure sale, upon receipt
of a deed to the property, the Company generally sells the property at the
earliest possible date.
Collection efforts on consumer and commercial real estate loans are
similar to efforts on residential mortgage loans, except that collection efforts
on consumer and commercial real estate loans generally begin within 15 days
after the payment date is missed. In the case of manufactured home loans, the
Company's agreement with Tammac requires Tammac to provide collection services
on any loan that is more than 30 days past due. The Company also maintains
periodic contact with commercial loan customers and monitors and reviews the
borrowers' financial statements and compliance with debt covenants on a regular
basis.
Real estate and other assets acquired by the Company as a result of
foreclosure or by deed-in-lieu of foreclosure or repossession are classified as
Other Real Estate Owned ("OREO") and Repossessed Property until sold. When
property is classified as OREO and Repossessed Property, it is recorded at the
lower of the recorded investment in the loan or fair value (net of disposition
costs) at that date and any writedown resulting therefrom is charged to the
allowance for loan losses. Subsequent writedowns are charged to operating
expenses. Net expenses from OREO and repossessed properties are expensed as
incurred. See the "Nonperforming Assets" table on page 14 of the Company's 2002
Annual Report to Shareholders attached hereto as Exhibit 13 and incorporated
herein by reference.
Other Loans of Concern. As of March 31, 2002, there were $36.2 million of
other loans not included in the category of nonperforming loans where known
information about the possible credit or other problems of borrowers caused
management to have doubts as to the ability of the borrower to comply with
present loan repayment terms. These loans have been considered by management in
conjunction with the analysis of the adequacy of the allowance for loan losses.
Allowance for Loan Losses. At March 31, 2002, the Company had a total
allowance for loan losses of $36.6 million, representing 1.92% of total loans
and 203.51% of total nonperforming loans. See the "Loan Loss Experience" table
on page 15 of the Company's 2002 Annual Report to Shareholders attached hereto
as Exhibit 13 and incorporated herein by reference.
Allocation of the Allowance for Loan Losses
The following table sets forth the allocation of the allowance for loan
losses by category as prepared by the Company. This allocation is based on
management's assessment as of a given point in time of the risk characteristics
of each of the component parts of the total loan portfolio and is subject to
changes as and when the risk factors of each such component part change. The
allocation is not indicative of either the specific amounts or the loan
categories in which future charge-offs may be taken, nor should it be taken as
an indicator of future loss trends. The allocation of the allowance to each
category does not restrict the use of the allowance to absorb losses in any
category.
At March 31,
---------------------------------------------------------------------------------
2002 2001 2000
---------------------------------------------------------------------------------
Percent Percent Percent
(Dollars in thousands) Allowance Of Loans Allowance Of Loans Allowance Of Loans
For Loan In Each For Loan In Each For Loan In Each
Losses Category Losses Category Losses Category
To Total To Total To Total
Loans Loans Loans
------- ----- ------- ----- ------- -----
Allocation of allowance for loan losses:
Residential real estate (1) $11,316 64.2% $ 5,937 59.5% $ 5,015 60.8%
Commercial real estate 13,677 22.6 5,435 19.0 4,154 16.9
Manufactured housing loans 4,190 3.6 4,647 8.6 3,281 9.9
Commercial loans 3,320 5.7 1,707 6.9 811 4.5
Financed insurance premiums 2,480 1.6 1,733 4.3 2,263 6.3
Consumer loans 1,518 2.0 590 2.0 354 1.9
Unearned discount, net deferred
loan origination fees and
costs, and purchase accounting
adjustments -- 0.3 -- (0.3) -- (0.3)
Unallocated 71 -- 2,276 -- 3,730 --
------- ----- ------- ----- ------- -----
Total $36,572 100.0% $22,325 100.0% $19,608 100.0%
======= ===== ======= ===== ======= =====
At March 31,
---------------------------------------------------
1999 1998
---------------------------------------------------
Percent Percent
(Dollars in thousands) Allowance Of Loans Allowance Of Loans
For Loan In Each For Loan In Each
Losses Category Losses Category
To Total To Total
Loans Loans
------- ----- ------ -----
Allocation of allowance for loan losses:
Residential real estate (1) $ 2,989 51.7% $1,457 54.1%
Commercial real estate 2,782 15.8 1,756 15.1
Manufactured housing loans 3,147 15.6 2,550 19.2
Commercial loans 871 5.0 517 3.7
Financed insurance premiums 2,332 10.0 1,027 5.5
Consumer loans 346 2.2 225 2.3
Unearned discount, net deferred
loan origination fees and
costs, and purchase accounting
adjustments -- (0.3) -- 0.1
Unallocated 1,829 -- 695 --
------- ----- ------ -----
Total $14,296 100.0% $8,227 100.0%
======= ===== ====== =====
- ----------
(1) Includes home equity and construction loans.
Investment Activities
The Company is authorized to invest in various types of liquid assets,
including United States Treasury obligations, securities of various federal
agencies, certain certificates of deposit of insured banks and savings
institutions, certain bankers' acceptances, repurchase agreements and federal
funds. Subject to various restrictions, the Company may also invest its assets
in investment grade commercial paper, mortgage-backed securities, collateralized
mortgage obligations (CMO's), corporate debt securities and mutual funds whose
assets conform to the investments that the Company is otherwise authorized to
make directly. As of March 31, 2002, the Company did not hold any securities to
one issuer which exceeded 10% of equity, excluding securities issued by U.S.
Government agencies.
Generally, the investment policy of the Company is to invest funds among
various categories of investments and maturities based upon the Company's need
for liquidity, to fulfill the Company's asset/liability management policies to
achieve the proper balance between its desire to minimize risk and maximize
yield, and, to a much lesser extent, to provide collateral for borrowings. To
date, the Company's investment strategy has been directed toward high-quality
assets (primarily federal agency obligations, mortgage-backed securities, CMO's,
and high-grade corporate debt securities).
Management determines the appropriate classification of securities at the
time of purchase. See Note 3 of the Notes to Consolidated Financial Statements
included in the Company's 2002 Annual Report to Shareholders incorporated herein
by reference as Exhibit 13.
The following table sets forth information regarding the scheduled maturities,
amortized cost, and weighted-average yields for the Company's securities
portfolio at March 31, 2002 by contractual maturity. The table does not take
into consideration the effects of scheduled repayments or possible prepayments.
Equity securities, which have no stated maturity, are shown as maturing in the
"Over 10 years" category in the table below.
- ----------------------------------------------------------------------------------------------------------------------
Less than 1 year 1 to 5 years 5 to 10 years
- ----------------------------------------------------------------------------------------------------------------------
(Dollars in thousands) Amortized Weighted Amortized Weighted Amortized Weighted
Cost Average Cost Average Cost Average
Yield Yield Yield
------- ----- ------- ----- ------ -----
Securities Available for Sale:
U.S. Government and
Agency securities .................. $ 3,987 2.91% $ 507 4.06% $2,001 6.51%
Corporate debt securities ............ 5,987 4.82 9,932 7.06 2,000 7.50
Tax-exempt securities ................ 301 3.67 427 5.56 -- --
Collateralized mortgage obligations .. -- -- -- -- 683 4.58
Mortgage-backed securities ........... 694 6.10 803 6.73 1,125 7.51
Equity securities .................... -- -- -- -- -- --
Other securities ..................... 400 2.79 100 5.60 -- --
------- ---- ------- ---- ------ ----
Total Securities
Available for Sale ............ $11,369 4.12% $11,769 6.84% $5,809 6.82%
======= ==== ======= ==== ====== ====
- -----------------------------------------------------------------------------------------------------------
Over 10 years Total Securities
- -----------------------------------------------------------------------------------------------------------
(Dollars in thousands) Amortized Weighted Amortized Weighted Fair
Cost Average Cost Average Value
Yield Yield
-------- ----- -------- ----- --------
Securities Available for Sale:
U.S. Government and
Agency securities .................. $ 21,543 7.11% $ 28,038 6.41% $ 27,035
Corporate debt securities ............ 40,124 5.58 58,043 5.82 56,133
Tax-exempt securities ................ 15,294 4.90 16,022 4.89 15,723
Collateralized mortgage obligations .. 56,621 6.50 57,304 6.47 57,629
Mortgage-backed securities ........... 58,136 6.11 60,758 6.14 60,833
Equity securities .................... 5,287 4.84 5,287 4.84 5,597
Other securities ..................... -- -- 500 3.35 500
-------- ---- -------- ---- --------
Total Securities
Available for Sale ............ $197,005 6.09% $225,952 6.05% $223,450
======== ==== ======== ==== ========
Sources of Funds
General. The Company's primary sources of funds are deposits, amortization
and prepayment of loan principal, sales, maturities, prepayments and calls of
securities, short-term investments, and funds provided from operations and
borrowings.
Deposits. The Company offers a variety of deposit accounts having a range
of interest rates and terms. The Company's deposits consist of passbook and
statement savings accounts, money market and N.O.W accounts, and time deposits
generally ranging in terms from three months to five years. The Company only
solicits deposits from its primary market area and does not have brokered
deposits. The Company relies primarily on competitive pricing policies,
advertising and customer service to attract and retain these deposits. The
Company has utilized premiums and promotional gifts for new accounts in
connection with the opening of new branches or with club accounts. At March 31,
2002, the Company's deposits totaled $1.8 billion, of which $1.6 billion were
interest-bearing deposits.
The flow of deposits is influenced significantly by general economic
conditions, changes in money market and prevailing interest rates, and
competition. The variety of deposit products offered by the Company has allowed
it to be competitive in obtaining funds and to respond with flexibility to
changes in consumer demand. The Company has become more susceptible to
short-term fluctuations in deposit flows, as customers have become more interest
rate conscious. The Company manages the pricing of its deposits in keeping with
its asset/liability management, liquidity and profitability objectives. Based on
its experience, the Company believes that its passbook and statement savings,
money market accounts and N.O.W accounts are relatively stable sources of
deposits. However, the ability of the Company to attract and maintain time
deposits and the rates paid on these deposits has been and will continue to be
significantly affected by market conditions.
The following table indicates, as of March 31, 2002, the amount of the
Company's time deposits of $100,000 or more by time remaining until maturity.
Maturity
------------------------------------------------------------------------
3 Months 3 to 6 6 to 12 Over
(In thousands) or Less Months Months 12 Months Total
------- ------ ------ --------- -----
Time deposits of $100,000 or more................ $ 35,390 $35,122 $ 32,157 $ 21,066 $ 123,735
Borrowings. Although deposits are the Company's primary source of funds,
the Company's practice has been to utilize borrowings when they are a less
costly source of funds, can be invested at a positive interest rate spread or
when the Company needs additional funds to satisfy loan demand.
The Company's borrowings historically have consisted principally of
short-term advances and long-term borrowings from the FHLB of New York. Such
advances and borrowings can be made pursuant to several different credit
programs, each of which has its own interest rate and range of maturities. The
Company currently maintains available lines of credit and is currently
authorized to borrow up to $100.0 million on lines of credit with the FHLB of
New York. At March 31, 2002, the Company had outstanding $450.7 million
long-term borrowings from the FHLB of New York. See Note 7 of the Notes to
Consolidated Financial Statements included in the Company's 2002 Annual Report
to Shareholders incorporated herein by reference as Exhibit 13. The Company may
increase its borrowings in order to fund the acquisition of additional
securities or other assets in the future or as part of merger and acquisition
activities.
Subsidiary Activities
Hudson City Associates, Inc. Hudson City Associates, Inc. ("HCAI"), a
wholly owned subsidiary of the Bank, was incorporated in 1984 but remained
inactive until 1990. In 1990, HCAI formed a partnership known as Premium Payment
Plan (referred to herein as "PPP"), pursuant to which the Company provides
premium financing for both certain lines of commercial insurance and
non-standard and sub-standard personal automobile insurance.
Hudson City Centre, Inc. A wholly owned subsidiary of the Bank, Hudson
City Centre, Inc. ("HCCI"), was organized in 1985 to facilitate the construction
of the Bank's main office building. Pursuant to this objective, HCCI formed a
partnership known as Sixth Street Development Associates to build and hold as
its primary asset the Bank's main office building at One Hudson City Centre,
Hudson, New York.
Hudson River Mortgage Corporation. A wholly owned subsidiary of the
Company, Hudson River Mortgage Corporation ("HRMC") was organized in 1996 to
broker mortgages to the Company and other financial institutions.
Hudson River Funding Corp. Hudson River Funding Corp. ("HRFC") is a Real
Estate Investment Trust formed in 1997 to enhance liquidity, portfolio yields
and capital growth. The Bank initially funded HRFC with approximately $185.0
million of earning assets consisting of residential mortgage loans, commercial
real estate loans, home equity loans, home improvement loans, and debt
securities. Interest income earned on the assets held by HRFC, less expenses, is
distributed to the Bank in the form of dividends.
SSLA Services Corp. SSLA Services Corp. ("SSLA") became a wholly-owned
subsidiary of Hudson River Bank & Trust Company in September 1999 as a result of
the acquisition of SFS Bancorp, Inc., parent company of Schenectady Federal
Savings Bank. Since its acquisition, SSLA has conducted no business.
C. W. Bostwick, Inc. C. W. Bostwick, Inc. ("Bostwick") is a full-service
insurance agency which provides more than 25 major carriers of personal, group
and commercial insurance who offer insurance for life, home, property, personal
liability, long-term care, disability and annuities for retirement to our
customer base. The Company made an equity investment in Bostwick in September
1999. In January 2001, the Company exercised its option to acquire additional
equity in Bostwick, and consequently, the Company became the majority
shareholder of Bostwick and Bostwick became a consolidated subsidiary of the
Company.
Hudson River Financial Services, Inc. Hudson River Financial Services,
Inc. ("HRFS") is a wholly-owned brokerage subsidiary of Hudson River Bank &
Trust Company. It was acquired in April 2001 as a result of the acquisition of
Cohoes Bancorp, Inc., parent company of Cohoes Savings Bank.
ASB Insurance Agency, Inc. ASB Insurance Agency, Inc. ("ASB Insurance") is
a single service corporation organized in 1984. In March 2002, the Bank acquired
ASB Insurance as a result of the acquisition Ambanc Holding Co., Inc. Since its
acquisition, ASB Insurance has conducted no business.
Mohawk Valley Realty Corp. Mohawk Valley Realty Corp. ("MVRC") was
incorporated during 2000 as a special purpose Real Estate Investment Trust under
New York State law. MVRC was originally funded with approximately $104.5 million
in residential real estate loans. The net income of MVRC is passed through to
the Bank in the form of dividends. The Bank acquired MVRC with the Ambanc
Acquisition during March 2002.
Cohoes Realty, Inc. Cohoes Realty, Inc. ("CRI") is a Real Estate
Investment Trust formed in 1999. The Bank acquired CRI through the Cohoes
Acquisition in April 2001. CRI was originally funded with approximately $105.0
million of earning assets consisting of commercial real estate loans and debt
securities. Interest income earned on the assets held by CRI will be passed
through to the Bank in the form of dividends.
CSB Funding, Inc. CSB Funding, Inc. became a wholly owned subsidiary of
Hudson River Bank & Trust Company in April 2001 as a result of the acquisition
of Cohoes Savings Bank. CSB Funding, Inc. has not conducted any business since
the acquisition date.
HRBT Services Corp. HRBT Services Corp. is a title insurance company which
was incorporated in April 2001 and is a wholly owned subsidiary of Hudson River
Bank & Trust Company.
MCB Title Insurance, Inc. MCB Title Insurance, Inc was established as a
title insurance company with Mohawk Community Bank during 2000. MCB Title
Insurance, Inc. was acquired by Hudson River Bank & Trust Company in March, 2002
as part of the acquisition of Mohawk Holding Co., Inc. Hudson River Bank & Trust
Company wholly owns MCB Title Insurance, Inc., which has conducted no business
since the acquisition date.
19 Front Street, Inc. 19 Front Street, Inc. became a wholly owned
subsidiary of Hudson River Bank & Trust Company in March, 2002 as a result of
the acquisition of Mohawk Holding Co., Inc. Since the acquisition, 19 Front
Street, Inc. has conducted no business.
Competition
The Company faces strong competition, both in originating real estate and
other loans and in attracting deposits. Competition in originating real estate
loans comes primarily from other savings institutions, commercial banks, credit
unions and mortgage bankers making loans secured by real estate located in the
Company's primary market area. Other savings institutions, commercial banks,
credit unions, and finance companies provide vigorous competition in consumer
and commercial lending. The Company also faces strong competition in its efforts
to provide insurance premium financing through PPP from a variety of other
lenders, some of which have much greater assets and resources than the Company.
The Company attracts all of its deposits through its branch offices,
primarily from the communities in which those branch offices are located;
therefore, competition for those deposits is principally from mutual funds,
annuities, stocks, bonds, and other securities and other savings institutions,
commercial banks and credit unions located in the same communities. The Company
competes for these deposits by offering a variety of deposit accounts at
competitive rates, convenient business hours, and convenient branch locations
with interbranch deposit and withdrawal privileges. Automated teller machine
facilities are also available.
Employees
At March 31, 2002, the Company had 571 full-time employees and 95
part-time employees. The Company's employees are not represented by any
collective bargaining group. Management considers its employee relations to be
good.
REGULATION
Set forth below is a brief description of the laws and regulations
applicable to the Company and the Bank. The description of the laws and
regulations hereunder, as well as descriptions of laws and regulations contained
elsewhere herein, does not purport to be complete and is qualified in its
entirety by reference to applicable laws and regulations. Legislation is
introduced from to time in the United States Congress that may affect the
operations of the Company and the Bank. In addition, the regulations by which
the Company and the Bank are governed may be amended from time to time. Any such
legislative or regulatory changes could adversely affect the Bank or the
Company. No assurance can be made as to whether or in what form any such changes
will occur.
The Company
General. The Company is subject to regulation as a savings and loan
holding company under the Home Owners Loan Act, as amended ("HOLA"), instead of
being subject to regulation as a bank holding company under the Bank Holding
Company Act of 1956 because the Bank has made an election under Section 10(L) of
HOLA to be treated as a "savings bank" for purposes of Section 10(e) of HOLA. As
a result, the Company has registered with the OTS and is subject to OTS
regulations, examinations, supervision and reporting requirements relating to
savings and loan holding companies. The Company is also required to file certain
reports with, and otherwise comply with the rules and regulations of, the New
York State Banking Board (the "NYBB" or the "Board") and the Securities and
Exchange Commission ("SEC"). As a subsidiary of a savings and loan holding
company, the Bank is subject to certain restrictions in its dealings with the
Company and affiliates thereof.
Activities Restrictions. The Bank is presently the sole savings and loan
subsidiary of the Company. There are generally no restrictions on the activities
of a savings and loan holding company which holds only one subsidiary savings
institution. However, if the Director of the OTS determines that there is
reasonable cause to believe that the continuation by a savings and loan holding
company of an activity constitutes a serious risk to the financial safety,
soundness or stability of its subsidiary savings institution, he or she may
impose such restrictions as are deemed necessary to address such risk, including
limiting (i) payment of dividends by the savings institution; (ii) transactions
between the savings institution and its affiliates; and (iii) any activities of
the savings institution that might create a serious risk that the liabilities of
the Company and its affiliates may be imposed on the savings institution.
Notwithstanding the above rules as to permissible business activities of unitary
savings and loan holding companies, if the savings institution subsidiary of
such a holding company fails to meet the qualified thrift lender ("QTL") test,
then such unitary holding company also shall become subject to the activities
restrictions applicable to multiple savings and loan holding companies and,
unless the savings institution requalifies as a QTL within one year thereafter,
shall register as, and become subject to the restrictions applicable to, a bank
holding company.
If the Company were to acquire control of another savings institution,
other than through merger or other business combination with the Bank, the
Company would thereupon become a multiple savings and loan holding company.
Except where such acquisition is pursuant to the authority to approve emergency
thrift acquisitions and where each subsidiary savings institution meets the QTL
test, as set forth below, the activities of the Company and any of its
subsidiaries (other than the Bank or other subsidiary savings institutions)
would thereafter be subject to further restrictions. Among other things, no
multiple savings and loan holding company or subsidiary thereof which is not a
savings institution shall commence or continue for a limited period of time
after becoming a multiple savings and loan holding company or subsidiary thereof
any business activity other than: (i) furnishing or performing management
services for a subsidiary savings institution; (ii) conducting an insurance
agency or escrow business; (iii) holding, managing, or liquidating assets owned
by or acquired from a subsidiary savings institution; (iv) holding or managing
properties used or occupied by a subsidiary savings institution; (v) acting as
trustee under deeds of trust; (vi) those activities authorized by regulation as
of March 5, 1987 to be engaged in by multiple savings and loan holding
companies; or (vii) unless the Director of the OTS by regulation prohibits or
limits such activities for savings and loan holding companies, those activities
authorized by the FRB as permissible for bank holding companies. Those
activities described in clause (vii) above also must be approved by the Director
of the OTS prior to being engaged in by a multiple savings and loan holding
company.
Qualified Thrift Lender Test. Under Section 2303 of the Economic Growth
and Regulatory Paperwork Reduction Act of 1996, a savings association can comply
with the QTL test by either meeting the QTL test set forth in the HOLA and
implementing regulations or qualifying as a domestic building and loan
association as defined in Section 7701(a)(19) of the Internal Revenue Code of
1986, as amended.
The QTL test set forth in the HOLA requires that qualified thrift
investments ("QTLs") represent 65% of portfolio assets of the savings
institution and its consolidated subsidiaries. Portfolio assets are defined as
total assets less intangibles, property used by a savings association in its
business and liquidity investments in an amount not exceeding 20% of assets.
Generally, QTLs are residential housing related assets. The 1996 amendments
allow small business loans, credit card loans, student loans and loans for
personal, family and household purposes to be included without limitation as
qualified investments. At March 31, 2002, the Bank's assets invested in QTLs
were in excess of the percentage required to qualify the Bank under the QTL test
in effect at that time.
Limitations on Transactions with Affiliates. Transactions between savings
institutions and their affiliates are governed by Sections 23A and 23B of the
Federal Reserve Act. An affiliate of a savings institution is any company or
entity which controls, is controlled by or is under common control with the
savings institution. In a holding company context, the parent company of a
savings institution (such as the Company) and any companies which are controlled
by such parent company are affiliates of the savings institution. Generally,
Sections 23A and 23B (i) limit the extent to which the savings institution or
its subsidiaries may engage in "covered transactions" with any one affiliate to
an amount equal to 10% of such institution's capital stock and surplus, and
contain an aggregate limit on all such transactions with all affiliates to an
amount equal to 20% of such capital stock and surplus and (ii) require that all
such transactions be on terms substantially the same, or, at least as favorable,
to the institution or subsidiary as those provided to a non-affiliate. The term
"covered transaction" includes the making of loans, purchase of assets, issuance
of a guarantee and other similar transactions.
In addition, Sections 22(g) and (h) of the Federal Reserve Act place
restrictions on loans to executive officers, directors and principal
stockholders. Under Section 22 (h), loans to a director, an executive officer
and to a greater than 10% stockholder of a savings institution, and certain
affiliated interests of either, may not exceed, together with all other
outstanding loans to such person and affiliated interests, the savings
institution's loans to one borrower limit (generally equal to 15% of the
institution's unimpaired capital and surplus). Section 22(h) also requires that
loans to directors, executive officers and principal stockholders be made on
terms substantially the same as offered in comparable transactions to other
persons unless the loans are made pursuant to a benefit or compensation program
that (i) is widely available to employees of the institution and (ii) does not
give preference to any director, executive officer or principal stockholder, or
certain affiliated interests of either, over other employees of the savings
institution. Section 22(h) also requires prior board approval for certain loans.
In addition, the aggregate amount of extensions of credit by a savings
institution to all insiders cannot exceed the institution's unimpaired capital
and surplus. Furthermore, Section 22(g) places additional restrictions on loans
to executive officers. At March 31, 2002, the Company was in compliance with the
above restrictions.
Restrictions on Acquisitions. Except under limited circumstances, savings
and loan holding companies are prohibited from acquiring, without prior approval
of the OTS, (i) control of any other savings institution or savings and loan
holding company or substantially all the assets thereof or (ii) more than 5% of
the voting shares of a savings institution or holding company thereof which is
not a subsidiary. Except with the prior approval of the OTS, no director or
officer of a savings and loan holding company or person owning or controlling by
proxy or otherwise more than 25% of such company's stock, may acquire control of
any savings institution, other than a subsidiary savings institution, or of any
other savings and loan holding company.
The OTS may only approve acquisitions resulting in the formation of a
multiple savings and loan holding company which controls savings institutions in
more than one state if (i) the multiple savings and loan holding company
involved controls a savings institution which operated a home or branch office
located in the state of the institution to be acquired as of March 5, 1987; (ii)
the acquirer is authorized to acquire control of the savings institution
pursuant to the emergency acquisition provisions of the Federal Deposit
Insurance Act ("FDIA"); or (iii) the statutes of the state in which the
institution to be acquired is located specifically permit institutions to be
acquired by the state-chartered institutions or savings and loan holding
companies located in the state where the acquiring entity is located (or by a
holding company that controls such state chartered savings institutions).
Federal Securities Laws. The Company's Common Stock is registered with the
SEC under Section 12(g) of the Exchange Act. The Company is subject to the proxy
and tender offer rules, insider trading reporting requirements and restrictions,
and certain other requirements under the Exchange Act.
Shares of Common Stock purchased by persons who are not affiliates of the
Company may generally be sold without registration. Shares purchased by an
affiliate of the Company generally may not be resold without complying with the
resale restrictions of Rule 144 under the Securities Act. If the Company meets
the current public information requirements of Rule 144 under the Securities
Act, each affiliate of the Company who complies with the other conditions of
Rule 144 (including those that require the affiliate's sale to be aggregated
with those of certain other persons) would be able to sell in the public market,
without registration, a number of shares not to exceed, in any three-month
period, the greater of (i) 1% of the outstanding shares of the Company or (ii)
the average weekly volume of trading in such shares during the preceding four
calendar weeks.
The Bank
General. The Bank is subject to extensive regulation and examination by
the New York State Banking Department ("NYSBD"), as its chartering authority,
and by the Federal Deposit Insurance Corporation ("FDIC"), as the insurer of its
deposits and is subject to certain requirements established by the OTS as a
result of the Company's savings and loan holding company status. The federal and
state laws and regulations which are applicable to banks and their holding
companies regulate, among other things, the scope of their business, their
investments, their reserves against deposits, the timing of the availability of
deposited funds and the nature and amount of and collateral for certain loans.
The Bank must file reports with the NYSBD and the FDIC concerning its activities
and financial condition, in addition to obtaining regulatory approvals prior to
entering into certain transactions such as establishing branches and mergers
with, or acquisitions of, other depository institutions. There are periodic
examinations by the NYSBD and the FDIC to test the Bank's compliance with
various regulatory requirements. This regulation and supervision establishes a
comprehensive framework of activities in which an institution can engage and is
intended primarily for the protection of the insurance fund and depositors. The
regulatory structure also gives the regulatory authorities extensive discretion
in connection with their supervisory and enforcement activities and examination
policies, including policies with respect to the classification of assets and
the establishment of adequate loan loss reserves for regulatory purposes. Any
change in such regulation, whether by the NYSBD, the FDIC or as a result of the
enactment of legislation, could have a material adverse impact on the Company,
the Bank and their operations.
Capital Requirements. The FDIC has promulgated regulations and adopted a
statement of policy regarding the capital adequacy of state-chartered banks,
which, like the Bank, are not members ("non-members") of the Federal Reserve
System. See Note 8 of the Notes to Consolidated Financial Statements included in
the Company's 2002 Annual Report to Shareholders incorporated herein by
reference as Exhibit 13.
Activities and Investments of New York-Chartered Savings Banks. The Bank
derives its lending, investment and other authority primarily from the
applicable provisions of New York State Banking Law and regulations, as limited
by FDIC regulations and other federal laws and regulations. The New York laws
and regulations authorize savings banks, including the Bank, to invest in real
estate mortgages, consumer and commercial loans, certain types of debt
securities, including certain corporate debt securities and obligations of
federal, State and local governments and agencies, certain types of corporate
equity securities and certain other assets. Under the statutory authority for
investing in equity securities, a savings bank may directly invest up to 7.5% of
its assets in certain corporate stock and may also invest up to 7.5% of its
assets in certain mutual fund securities. Investment in stock of a single
corporation is limited to the lesser of 2% of the outstanding stock of such
corporation or 1% of the savings bank's assets, except as set forth below. Such
equity securities must meet certain tests of financial performance. A savings
bank's lending powers are not subject to percentage of asset limitations,
although there are limits applicable to single borrowers. A savings bank may
also, pursuant to the "leeway" authority, make investments not otherwise
permitted under the New York State Banking Law. This authority permits
investments in otherwise impermissible investments of up to 1% of the savings
bank's assets in any single investment, subject to certain restrictions and to
an aggregate limit for all such investments of up to 5% of assets. Additionally,
in lieu of investing in such securities in accordance with the reliance upon the
specific investment authority set forth in the New York State Banking Law,
savings banks are authorized to elect to invest under a "prudent person"
standard in a wider range of debt and equity securities as compared to the types
of investments
permissible under such specific investment authority. However, in the event a
savings bank elects to utilize the "prudent person" standard, it will be unable
to avail itself of the other provisions of the New York State Banking Law and
regulations which set forth specific investment authority. A New York chartered
stock savings bank may also exercise trust powers upon approval of the
Department.
New York-chartered savings bank may also invest in subsidiaries under
their service corporation investment power. A savings bank may use this power to
invest in corporations that engage in various activities authorized for savings
banks, plus any additional activities which may be authorized by the New York
Banking Board ("NYBB"). Investment by a savings bank in the stock, capital notes
and debentures of its service corporations is limited to 3% of the bank's
assets, and such investments, together with the bank's loans to its service
corporations, may not exceed 10% of the savings bank's assets.
With certain limited exceptions, a New York-chartered savings bank may not
make loans or extend credit for commercial, corporate or business purposes
(including lease financing) to a single borrower, the aggregate amount of which
would be in excess of 15% of the bank's net worth. The Bank currently complies
with all applicable loans-to-one-borrower limitations.
Activities and Investments of FDIC-Insured State-Chartered Banks. The
activities and equity investments of FDIC-insured, state-chartered banks are
generally limited to those that are permissible for national banks. Under
regulations dealing with equity investments, an insured state bank generally may
not directly or indirectly acquire or retain any equity investment of a type, or
in an amount, that is not permissible for a national bank. An insured state bank
is not prohibited from, among other things, (i) acquiring or retaining a
majority interest in a subsidiary, (ii) investing as a limited partner in a
partnership the sole purpose of which is direct or indirect investment in the
acquisition, rehabilitation or new construction of a qualified housing project,
provided that such limited partnership investments may not exceed 2% of the
bank's total assets, (iii) acquiring up to 10% of the voting stock of a company
that solely provides or reinsures directors', trustees' and officers' liability
insurance coverage or bankers' blanket bond group insurance coverage for insured
depository institutions, and (iv) acquiring or retaining the voting shares of a
depository institution if certain requirements are met. In addition, an
FDIC-insured state-chartered bank may not directly, or indirectly through a
subsidiary, engage as "principal" in any activity that is not permissible for a
national bank unless the FDIC has determined that such activities would pose no
risk to the insurance fund of which it is a member and the bank is in compliance
with applicable regulatory capital requirements.
Regulatory Enforcement Authority. Applicable banking laws include
substantial enforcement powers available to federal banking regulators. This
enforcement authority includes, among other things, the ability to assess civil
money penalties, to issue cease-and-desist or removal orders and to initiate
injunctive actions against banking organizations and institution-affiliated
parties, as defined. In general, these enforcement actions may be initiated for
violations of laws and regulations and unsafe or unsound practices. Other
actions or inactions may provide the basis for enforcement action, including
misleading or untimely reports filed with regulatory authorities.
Under the New York State Banking Law, the Department may issue an order to
a New York-chartered banking institution to appear and explain an apparent
violation of law, to discontinue unauthorized or unsafe practices and to keep
prescribed books and accounts. Upon a finding by the Department that any
director or officer of any banking organization has violated any law, or has
continued unauthorized or unsafe practices in conducting the business of the
banking organization after having been notified by the Department to discontinue
such practices, such director, or officer may be removed from office by the
Department after notice and an opportunity to be heard. The Bank does not know
of any past or current practice, condition or violation that might lead to any
proceeding by the Department against the Bank or any of its directors or
officers. The Department also may take possession of a banking organization
under specified statutory criteria.
Prompt Corrective Action. Section 38 of the FDIA provides the federal
banking regulators with broad power to take "prompt corrective action" to
resolve the problems of undercapitalized institutions. The extent of the
regulators' powers depends on whether the institution in question is
"well-capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized" or "critically undercapitalized." Under regulations adopted by
the federal banking regulators, an institution shall be deemed to be (i)
"well-capitalized" if it has total risk-based capital ratio of 10.0% or more,
has a Tier I risk-based capital ratio of 6.0% or more, has a Tier I leverage
capital ratio of 5.0% or more and is not subject to specified requirements to
meet and maintain a specific capital level for any capital measure, (ii)
"adequately capitalized" if it has a total risk-based capital ratio of 8.0% or
more, a Tier I risk-based capital ratio of 4.0% or more and
a Tier I leverage capital ratio of 4.0% or more (3.0% under certain
circumstances) and does not meet the definition of "well-capitalized," (iii)
"undercapitalized" if it has a total risk-based capital ratio that is less than
8.0%, a Tier I risk-based capital ratio that is less than 4.0% or a Tier I
leverage capital ratio that is less than 4.0% (3.0% under certain
circumstances), (iv) "significantly undercapitalized" if it has a total
risk-based capital ratio that is less than 6.0%, a Tier I risk-based capital
ratio that is less than 3.0% or a Tier I leverage capital ratio that is less
than 3.0%, and (v) "critically undercapitalized" if it has a ratio of tangible
equity to total assets that is equal to or less than 2.0%. The regulations also
provide that a federal banking regulator may, after notice and an opportunity
for a hearing, reclassify a "well-capitalized" institution as "adequately
capitalized" and may require an "adequately capitalized" institution or an
"undercapitalized" institution to comply with supervisory actions as if it were
in the next lower category if the institution is in an unsafe or unsound
condition or engaging in an unsafe or unsound practice. The federal banking
regulator may not, however, reclassify a "significantly undercapitalized"
institution as "critically undercapitalized."
An institution generally must file a written capital restoration plan
which meets specified requirements, as well as a performance guaranty by each
company that controls the institution, with an appropriate federal banking
regulator within 45 days of the date that the institution receives notice or is
deemed to have notice that it is "undercapitalized," "significantly
undercapitalized" or "critically undercapitalized." Immediately upon becoming
undercapitalized, an institution becomes subject to statutory provisions which,
among other things, set forth various mandatory and discretionary restrictions
on the operations of such an institution.
At March 31, 2002, the Bank had capital levels which qualified it as an
"adequately-capitalized" institution. Management expects that the Bank will
return to the well-capitalized category within twelve months.
FDIC Insurance Premiums. The Bank is a member of the Bank Insurance Fund
("BIF") administered by the FDIC but has accounts insured by both the BIF and
the Savings Association Insurance Fund ("SAIF"). The SAIF-insured accounts are
held by the Bank as a result of certain acquisitions and branch purchases. As
insurer, the FDIC is authorized to conduct examinations of, and to require
reporting by, FDIC-insured institutions. It also may prohibit any FDIC-insured
institution from engaging in any activity the FDIC determines by regulation or
order to pose a serious threat to the FDIC.
The FDIC may terminate the deposit insurance of any insured depository
institution, including the Bank, if it determines after a hearing that the
institution has engaged or is engaging in unsafe or unsound practices, is in an
unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, order or any condition imposed by an agreement with
the FDIC. It also may suspend deposit insurance temporarily during the hearing
process for the permanent termination of insurance, if the institution has no
tangible capital. If insurance of accounts is terminated, the accounts at the
institution at the time of the termination, less subsequent withdrawals shall
continue to be insured for a period of six months to two years, as determined by
the FDIC. Management is aware of no existing circumstances, which would result
in termination of the Bank's deposit insurance.
Community Investment and Consumer Protection Laws. In connection with its
lending activities, the Bank is subject to a variety of federal laws designed to
protect borrowers and promote lending to various sectors of the economy and
population. Included among these are the federal Home Mortgage Disclosure Act,
Real Estate Settlement Procedures Act, Truth-in-Lending Act, Equal Credit
Opportunity Act, Fair Credit Reporting Act and Community Reinvestment Act
("CRA").
The CRA requires insured institutions to define the communities that they
serve, identify the credit needs of those communities and adopt and implement a
"Community Reinvestment Act Statement" pursuant to which they offer credit
products and take other actions that respond to the credit needs of the
community. The responsible federal banking regulator (in the case of the Bank,
the FDIC) must conduct regular CRA examinations of insured financial
institutions and assign to them a CRA rating of "outstanding," "satisfactory,"
"needs improvement" or "unsatisfactory." The Bank's current CRA rating is
"satisfactory."
The Bank is also subject to provisions of the New York State Banking Law
which impose continuing and affirmative obligations upon banking institutions
organized in New York State to serve the credit needs of its local community
("NYCRA"), which are similar to those imposed by the CRA. Pursuant to the NYCRA,
a bank must file an annual NYCRA report and copies of all federal CRA reports
with the NYSBD. The NYCRA requires the NYSBD to make an annual written
assessment of a bank's compliance with the NYCRA, utilizing a four-tiered rating
system, and make such assessment available to the public. The NYCRA also
requires the NYSBD to consider a bank's NYCRA rating when reviewing a bank's
application to engage in certain transactions, including mergers, asset
purchases and the
establishment of branch offices or automated teller machines, and provides that
such assessment may serve as a basis for the denial of any such application. The
Bank's latest NYCRA rating received from the NYSBD was "satisfactory."
Limitations on Dividends. The Company is a legal entity separate and
distinct from the Bank. The Company's principal source of revenue consists of
dividends from the Bank. The payment of dividends by the Bank is subject to
various regulatory requirements.
Under New York State Banking Law and OTS regulations, a New York-chartered
stock savings bank may declare and pay dividends out of its net profits, unless
there is an impairment of capital, but approval of the Department is required if
the total of all dividends declared in a calendar year would exceed the total of
its net profits for that year combined with its retained net profits of the
preceding two years, subject to certain adjustments.
Federal Home Loan Bank ("FHLB") System. The Bank is a member of the FHLB
of New York, which is one of 12 regional FHLBs that administers the home
financing credit function of savings institutions. Each FHLB serves as a reserve
or central bank for its members within its assigned region. It is funded
primarily from proceeds derived from the sale of consolidated obligations of the
FHLB System. It makes loans to members (i.e., advances) in accordance with
policies and procedures established by the Board of Directors of the FHLB. The
Bank had $450.7 million of FHLB long-term borrowings at March 31, 2002.
As an FHLB member, the Bank is required to purchase and maintain stock in
the FHLB of New York in an amount equal to at least 1% of its aggregate unpaid
residential mortgage loans, home purchase contracts or similar obligations at
the beginning of each year or 5% of its advances from the FHLB of New York,
whichever is greater. At March 31, 2002, the Bank had approximately $22.8
million in FHLB stock, which resulted in its compliance with this requirement.
The FHLBs are required to provide funds for the resolution of troubled
savings institutions and to contribute to affordable housing programs through
direct loans or interest subsidies on advances targeted for community investment
and low- and moderate-income housing projects. These contributions have
adversely affected the level of FHLB dividends paid in the past and could
continue to do so in the future. These contributions also could have an adverse
effect on the value of FHLB stock in the future.
Federal Reserve System. The FRB requires all depository institutions to
maintain reserves against their transaction accounts (primarily checking
accounts, including N.O.W. and Super N.O.W. accounts) and non-personal time
deposits. As of March 31, 2002, the Company was in compliance with applicable
requirements. However, because required reserves must be maintained in the form
of vault cash or a noninterest-bearing account at a Federal Reserve Bank, the
effect of this reserve requirement is to reduce an institution's earning assets.
Federal Taxation
General. The Company and the Bank are subject to federal income taxation
in the same general manner as other corporations with some exceptions discussed
below. The following discussion of federal taxation is intended only to
summarize certain pertinent federal income tax matters and is not a
comprehensive description of the tax rules applicable to the Company. The Bank's
federal income tax returns have been audited or closed without audit by the
Internal Revenue Service through December 31, 1996.
Method of Accounting. For federal income tax purposes, the Company
currently reports its income and expenses on the accrual method of accounting
and uses a tax year ending March 31 for filing its consolidated federal income
tax returns. For further information about the Federal income tax consequences
for the Company, see Note 12 of the Notes to Consolidated Financial Statements
within the Company's 2002 Annual Report to Shareholders incorporated herein by
reference as Exhibit 13.
State and Local Taxation
New York State Taxation. The Company and the Bank report income on a
combined basis utilizing the Company's fiscal year. New York State Franchise Tax
on banking corporations is currently imposed in an amount equal to the greater
of (a) 8.5% of "entire net income" allocable to New York State (b) 3% of
"alternative entire net income" allocable to New York State (c) 0.01% of the
average value of assets allocable to New York State or (d) nominal minimum tax.
Entire net income is based on federal taxable income, subject to certain
modifications.
Delaware State Taxation. As a Delaware holding company not earning income
in Delaware, the Company is exempt from Delaware corporate income tax but is
required to file an annual report with and pay an annual franchise tax
to the State of Delaware. The tax is imposed as a percentage of the capital base
of the Company with an annual maximum of $150,000.
Executive Officers
The executive officers of the Company are elected annually and hold office
until their respective successors have been elected and qualified or until
death, resignation or removal by the Board of Directors. Each executive officer
of the Company is also an executive officer of the Bank. There are no
arrangements or understandings between the persons named and any other person
pursuant to which such officers were selected.
Name Age Position Held with the Bank
----------------- --- -----------------------------------
Carl A. Florio 53 President & Chief Executive Officer
Timothy E. Blow 35 Chief Financial Officer
Sidney D. Richter 62 Executive Vice President
James F. Mackerer 53 Senior Vice President
Carol J. Dube 47 Senior Vice President
The business experience of each executive officer who is not also a
Director of the Company is set forth below.
Carl A. Florio, CPA. Mr. Florio was appointed President & Chief Executive
Officer in 1996. From 1991 to 1996, Mr. Florio served as the Company's Chief
Financial Officer. Prior to this appointment as Chief Financial Officer, Mr.
Florio was a partner at the accounting firm of Pattison, Koskey, Rath & Florio.
Timothy E. Blow, CPA. Mr. Blow became Chief Financial Officer of the
Company in May 1997. Prior to his appointment as Chief Financial Officer, Mr.
Blow was a senior manager at the accounting firm of KPMG LLP. Mr. Blow also
serves as a director of Hudson City Associates, Inc. and as Secretary and
Treasurer of Hudson River Funding Corp., wholly owned subsidiaries of the Bank.
Sidney D. Richter. Appointed to Executive Vice President in 2000, Mr.
Richter served as the Company's Senior Vice President of Lending from 1993-2000.
From 1990 to 1993, Mr. Richter served as the Bank's Vice President for
Commercial Lending. Mr. Richter also serves as a director of each of the Bank's
wholly owned subsidiaries.
James F. Mackerer. Mr. Mackerer became Senior Vice President of Retail
Banking of the Company in February 2001. Prior to his appointment to Senior Vice
President, Mr. Mackerer was Vice President of Commercial Lending and has been
with the Company since 1993.
Carol J. Dube. Ms. Dube became Senior Vice President of Operations of the
Company in January 2000. From 1994 to 1999, Ms. Dube served as the Bank's Vice
President of Information Technology. Prior to her employment with the Bank, Ms.
Dube was employed by Fleet Bank as an officer in the information technology
area.
Item 2. Properties
The Company conducts its business at its main office and fifty other
banking offices. The net book value of the Company's premises and equipment
(including land, buildings and leasehold improvements and furniture, fixtures
and equipment) at March 31, 2002 was $29.2 million. The Company believes that
its current facilities are adequate to meet the present and foreseeable needs of
the Company and the Bank, subject to possible future expansion.
Item 3. Legal Proceedings
The Company is involved as plaintiff or defendant in various legal actions
arising in the normal course of its business. While the ultimate outcome of
these proceedings cannot be predicted with certainty, management, after
consultation with counsel representing the Company in the proceedings, does not
expect that the resolution of these proceedings will have a material effect on
the Company's financial condition or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters
The inside back cover of the attached 2002 Annual Report to Shareholders
is herein incorporated by reference and attached hereto as Exhibit 13.
Item 6. Selected Financial Data
Page 6 of the attached 2002 Annual Report to Shareholders is herein
incorporated by reference and attached hereto as Exhibit 13.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Pages 7 through 21 of the attached 2002 Annual Report to Shareholders are
herein incorporated by reference and attached hereto as Exhibit 13.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Pages 15 through 16 of the attached 2002 Annual Report to Shareholders are
herein incorporated by reference and attached hereto as Exhibit 13.
Item 8. Financial Statements and Supplementary Data
The following information appearing in the Company's Annual Report to
Shareholders for the year ended March 31, 2002, is incorporated by reference in
this Annual Report on Form 10-K and attached hereto as Exhibit 13.
Pages in
Annual
Report
------
Independent Auditors' Report........................................................................................... 22
Consolidated Balance Sheets as of March 31, 2002 and 2001.............................................................. 23
Consolidated Income Statements for the Years Ended March 31, 2002, 2001 and 2000....................................... 24
Consolidated Statements of Changes in Shareholders' Equity for Years Ended March 31, 2002, 2001 and 2000............... 25
Consolidated Statements of Cash Flows for Years Ended March 31, 2002, 2001 and 2000.................................... 26
Notes to Consolidated Financial Statements............................................................................. 27 to 46
With the exception of the aforementioned information, the Company's Annual
Report to Shareholders for the year ended March 31, 2002, is not deemed filed as
part of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Directors
Information concerning Directors of the Company is incorporated herein by
reference from the definitive Proxy Statement for the Annual Meeting of
Shareholders to be held in 2002, a copy of which will be filed not later than
120 days after the close of the fiscal year.
Executive Officers
Information concerning Executive Officers of the Company is incorporated
herein by reference from Part I of this Annual Report on Form 10-K.
Compliance with Section 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
10% stockholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended March 31, 2002, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10 percent beneficial owners were complied with.
Item 11. Executive Compensation
Information concerning executive compensation is incorporated herein by
reference from the definitive Proxy Statement for the Annual Meeting of
Shareholders to be held in 2002, a copy of which will be filed not later than
120 days after the close of the fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information concerning security ownership of certain beneficial owners and
management is incorporated herein by reference from the definitive Proxy
Statement for the Annual Meeting of Shareholders to be held in 2002, a copy of
which will be filed not later than 120 days after the close of the fiscal year.
Item 13. Certain Relationships and Related Transactions
Information concerning certain relationships and related transactions is
incorporated herein by reference from the definitive Proxy Statement for the
Annual Meeting of Shareholders to be held in 2002, a copy of which will be filed
not later than 120 days after the close of the fiscal year.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits
Regulation Reference to
S-K Prior Filing or
Exhibit Exhibit Number
Number Document Attached Hereto
------ -------- ---------------
3(i) Certificate of Incorporation *
3(ii) Bylaws ****
4 Instruments defining the rights of security holders, including *
debentures
10 Material Contracts
Employment Agreement between Hudson River Bank & *
Trust Company and certain executive officers
Employment Agreement between Hudson River Bancorp., *
Inc. and certain executive officers
Change-In-Control Severance Agreement with certain *
officers of Hudson River Bank & Trust Company
Hudson River Bank & Trust Company Employee *
Severance Compensation Plan
Employee Stock Ownership Plan *
Form of Hudson City Savings Institution 401(k) **
Savings Plan
Benefit Restoration Plan **
Consulting Agreement with Harry Robinson 10.10
Non-Competition Agreement with Harry Robinson 10.11
1998 Stock Option and Incentive Plan ***
1998 Recognition and Retention Plan ***
13 Annual Report to Shareholders 13
21 Subsidiaries of Registrant 21
23 Consent of Independent Auditors 23
- ----------
* Filed as exhibits to the Company's Form S-1 registration statement filed
on March 9, 1998 (File No. 333-47605) under the Securities Act of 1933.
All of such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.
** Filed as exhibits to the Company's Pre-effective Amendment No. One to Form
S-1 filed on May 1, 1998 (File No. 333-47605) under the Securities Act of
1933. All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-K.
*** Filed as exhibits to the Company's Proxy Statement filed on November 13,
1998 in connection with the Company's Special Meeting for Shareholders and
hereby incorporated by reference.
**** Filed as exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1999 under the Securities and Exchange Act of
1934, filed with the SEC on June 28, 1999, and incorporated herein by
reference in accordance with Item 601 of Regulation S-K. Amendments to the
Company's bylaws were filed as exhibits to the Company's current report
filed on Form 10-K on May 14, 2002, and incorporated herein by reference.
(b) Financial Statement Schedules
All financial statement schedules are omitted since the required
information is either not applicable, is immaterial or is included in the
consolidated financial statements of the Company and notes thereto in the Annual
Report.
(c) Reports on Form 8-K
A current report on Form 8-K was filed with the SEC on March 22, 2002
announcing the completion of the acquisition of Ambanc Holding Co., Inc.
SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
HUDSON RIVER BANCORP, INC.
By: /s/ Carl A. Florio
------------------------------------
Carl A. Florio, President and Chief
Executive Officer (Duly Authorized
Representative)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.
/s/ Carl A. Florio /s/ Earl Schram Jr.
- --------------------------------------- ------------------------------------
Carl A. Florio, Director, President and Earl Schram, Jr., Chairman of the
Chief Executive Officer (Principal Board
Executive and Operating Officer)
Date: June 28, 2002 Date: June 28, 2002
/s/ Ronald S. Tecler /s/ Joseph W. Phelan
- --------------------------------------- ------------------------------------
Ronald S. Tecler, Director Joseph W. Phelan, Director
Date: June 28, 2002 Date: June 28, 2002
/s/ Marilyn A. Herrington /s/ William H. Jones
- --------------------------------------- ------------------------------------
Marilyn A. Herrington, Director William H. Jones, Director
Date: June 28, 2002 Date: June 28, 2002
/s/ Joseph H. Giaquinto /s/ M. Bruce Cohen
- --------------------------------------- ------------------------------------
Joseph H. Giaquinto, Director M. Bruce Cohen, Director
Date: June 28, 2002 Date: June 28, 2002
/s/ Harry L. Robinson /s/ Timothy E. Blow
- --------------------------------------- ------------------------------------
Harry L. Robinson, Director Timothy E. Blow, Chief Financial
Officer (Principal Financial and
Accounting Officer)
Date: June 28, 2002 Date: June 28, 2002