Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from___________________to________________
Commission File Number 0-010699
HUDSON UNITED BANCORP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2405746
- -------------------------------------- ---------------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1000 MacArthur Blvd, Mahwah, NJ 07430
- -------------------------------------- ----------
(Address of principal executive office) (Zip Code)
(201)-236-2600
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------------------------------------
Former name, former address, and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date: 45,127,838 shares, no par value,
outstanding as of August 6, 2002.
HUDSON UNITED BANCORP
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets
At June 30, 2002 and December 31, 2001 ........................... 2
Consolidated Statements of Income
For the three-months ended
June 30, 2002 and 2001............................................ 3
Consolidated Statements of Income
For the six-months ended
June 30, 2002 and 2001............................................ 4
Consolidated Statements of Comprehensive Income
For the three-months ended and six-months ended
June 30, 2002 and 2001............................................ 5
Consolidated Statements of Changes in Stockholders' Equity
For the six-months ended
June 30, 2002 and for the Year ended December 31, 2001............ 6
Consolidated Statements of Cash Flows
For the six-months ended
June 30, 2002 and 2001............................................ 7
Notes to Consolidated Financial Statements........................ 8-16
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..................... 17-25
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders............... 26
Item 6. Exhibits and Reports on Form 8-K.................................. 27
Signatures........................................................ 28
1
HUDSON UNITED BANCORP
- ------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS (Unaudited)
June 30, December 31,
(in thousands, except per share data) 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks (primarily non-interest bearing) ............................................. $ 327,114 $ 231,641
Federal funds sold and other ......................................................................... 25,222 557
----------- -----------
TOTAL CASH AND CASH EQUIVALENTS $ 352,336 $ 232,198
Investment securities available for sale, at market value ............................................ $ 2,385,952 $ 1,408,510
($746,960 and $369,646 pledged at June 30,2002 and December 31, 2001
respectively)
Trading assets, at market value ...................................................................... -- 576,308
Assets held for sale (loans and other real estate owned) ............................................. 312 16,185
Loans and leases:
Commercial and financial ........................................................................ 1,684,353 1,728,793
Commercial real estate mortgages ................................................................ 866,931 826,151
Consumer ........................................................................................ 1,030,184 947,195
Credit card ..................................................................................... 315,561 299,295
----------- -----------
Sub-total ................................................................................... $ 3,897,029 $ 3,801,434
Residential mortgages ........................................................................... 448,260 537,055
----------- -----------
TOTAL LOANS AND LEASES $ 4,345,289 $ 4,338,489
Less Allowance for possible loan and lease losses .............................................. (71,999) (70,046)
----------- -----------
NET LOANS AND LEASES $ 4,273,290 $ 4,268,443
Premises and equipment, net .......................................................................... 106,913 115,273
Other real estate owned .............................................................................. 1,096 3,381
Goodwill and intangibles, net of amortization ........................................................ 101,552 86,157
Investment in separate account bank owned life insurance ............................................. 133,316 129,375
Other assets ......................................................................................... 129,643 163,705
----------- -----------
TOTAL ASSETS $ 7,484,410 $ 6,999,535
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest bearing .............................................................................. $ 1,239,929 $ 1,215,367
NOW, money market and savings ................................................................... 3,083,759 2,551,937
Time deposits ................................................................................... 1,956,116 2,216,241
----------- -----------
TOTAL DEPOSITS $ 6,279,804 $ 5,983,545
Borrowings ........................................................................................... 288,378 311,966
Other liabilities .................................................................................... 87,092 71,820
Subordinated debt .................................................................................... 292,000 123,000
Company-obligated mandatory redeemable preferred capital securities
of three subsidiary trusts holding solely junior subordinated debentures
of the Company ....................................................................................... 120,300 125,300
----------- -----------
TOTAL LIABILITIES $ 7,067,774 $ 6,615,631
Stockholders' Equity:
Common stock, no par value; authorized 103,000,000 shares; ......................................... 92,796 92,796
52,186,866 shares issued and 45,275,938 shares outstanding in 2002 and
52,186,866 shares issued and 45,814,227 shares outstanding in 2001
Additional paid-in capital ......................................................................... 313,772 320,309
Retained earnings .................................................................................. 147,958 104,570
Treasury stock, at cost, 6,910,928 shares in 2002 and 6,372,639 shares in 2001 ..................... (163,590) (146,560)
Restricted stock ................................................................................... (2,590) (3,795)
Accumulated other comprehensive income ............................................................. 28,290 16,584
----------- -----------
TOTAL STOCKHOLDERS' EQUITY $ 416,636 $ 383,904
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,484,410 $ 6,999,535
=========== ===========
See Notes to Consolidated Financial Statements
2
HUDSON UNITED BANCORP
- ------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended
June 30,
(in thousands, except per share data) 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------------
INTEREST AND FEE INCOME:
Loans and leases ............................................................................................ $ 73,380 $100,587
Investment securities ....................................................................................... 30,458 17,009
Other ....................................................................................................... 5,561 2,301
-------- --------
TOTAL INTEREST AND FEE INCOME $109,399 $119,897
-------- --------
INTEREST EXPENSE:
Deposits .................................................................................................... $ 25,698 $ 40,972
Borrowings .................................................................................................. 1,604 1,747
Subordinated and other debt ................................................................................. 6,784 5,218
-------- --------
TOTAL INTEREST EXPENSE $ 34,086 $ 47,937
-------- --------
NET INTEREST INCOME $ 75,313 $ 71,960
PROVISION FOR POSSIBLE LOAN AND LEASE LOSSES,
PORTFOLIO LOANS 7,500 6,000
-------- --------
NET INTEREST INCOME AFTER PROVISION FOR
POSSIBLE LOAN AND LEASE LOSSES $ 67,813 $ 65,960
-------- --------
NONINTEREST INCOME:
Service fees ................................................................................................ $ 8,845 $ 8,694
Credit card fee income ...................................................................................... 5,935 5,848
Trust income ................................................................................................ 793 864
ATM and debit card fees ..................................................................................... 1,937 1,773
Separate account bank owned life insurance income ........................................................... 2,050 424
Other income ................................................................................................ 6,495 5,313
Securities gains ............................................................................................ 127 281
Gain on assets held for sale ................................................................................ 160 --
-------- --------
TOTAL NONINTEREST INCOME $ 26,342 $ 23,197
-------- --------
NONINTEREST EXPENSE:
Salaries and benefits ....................................................................................... $ 23,520 $ 19,752
Occupancy expense ........................................................................................... 6,771 6,598
Equipment expense ........................................................................................... 4,649 4,775
Deposit and other insurance ................................................................................. 605 643
Outside services - data processing .......................................................................... 7,012 7,233
Outside services-other ...................................................................................... 6,471 6,747
Amortization of intangibles ................................................................................. 952 952
Amortization of goodwill .................................................................................... -- 2,699
Marketing expense ........................................................................................... 1,616 1,725
Telephone expense ........................................................................................... 1,274 1,919
Other expense ............................................................................................... 3,730 3,320
-------- --------
TOTAL NONINTEREST EXPENSE $ 56,600 $ 56,363
-------- --------
INCOME BEFORE INCOME TAXES $ 37,555 $ 32,794
PROVISION FOR INCOME TAXES 12,018 9,510
-------- --------
NET INCOME $ 25,537 $ 23,284
======== ========
NET INCOME PER COMMON SHARE
Basic ....................................................................................................... $ 0.56 $ 0.50
Diluted ..................................................................................................... $ 0.56 $ 0.49
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic ....................................................................................................... 45,237 46,968
Diluted ..................................................................................................... 45,538 47,304
See Notes to Consolidated Financial Statements
3
HUDSON UNITED BANCORP
- -----------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Six Months Ended
June 30,
(in thousands, except per share data) 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------------
INTEREST AND FEE INCOME:
Loans and leases ............................................................................................ $147,845 $205,745
Investment securities ....................................................................................... 57,281 34,605
Other ....................................................................................................... 10,566 2,492
-------- --------
TOTAL INTEREST AND FEE INCOME $215,692 $242,842
-------- --------
INTEREST EXPENSE:
Deposits .................................................................................................... $ 53,730 $ 84,412
Borrowings .................................................................................................. 3,350 5,602
Subordinated and other debt ................................................................................. 11,737 10,440
-------- --------
TOTAL INTEREST EXPENSE $ 68,817 $100,454
-------- --------
NET INTEREST INCOME $146,875 $142,388
PROVISION FOR POSSIBLE LOAN AND LEASE LOSSES,
PORTFOLIO LOANS 15,000 12,000
PROVISION FOR POSSIBLE LOAN AND LEASE LOSSES,
ACCELERATED DISPOSITION 21,333 --
-------- --------
TOTAL PROVISION FOR POSSIBLE LOAN AND 36,333 12,000
LEASE LOSSES
-------- --------
NET INTEREST INCOME AFTER PROVISION FOR
POSSIBLE LOAN AND LEASE LOSSES $110,542 $130,388
-------- --------
NONINTEREST INCOME:
Service fees ................................................................................................ $ 18,383 $ 17,616
Credit card fee income ...................................................................................... 11,129 10,056
Trust income ................................................................................................ 1,577 1,814
ATM and debit card fees ..................................................................................... 3,633 3,296
Separate account bank owned life insurance income ........................................................... 3,941 424
Other income ................................................................................................ 12,838 11,278
Securities gains ............................................................................................ 402 417
Gain on assets held for sale ................................................................................ 22 --
Dime merger termination payment ............................................................................. 77,000 --
-------- --------
TOTAL NONINTEREST INCOME $128,925 $ 44,901
-------- --------
NONINTEREST EXPENSE:
Salaries and benefits ....................................................................................... $ 46,089 $ 41,646
Occupancy expense ........................................................................................... 14,627 14,476
Equipment expense ........................................................................................... 10,418 9,444
Deposit and other insurance ................................................................................. 1,172 1,208
Outside services - data processing .......................................................................... 13,638 13,646
Outside services-other ...................................................................................... 12,300 10,791
Amortization of intangibles ................................................................................. 1,904 1,904
Amortization of goodwill .................................................................................... -- 5,569
Marketing expense ........................................................................................... 3,573 3,450
Telephone expense ........................................................................................... 2,938 3,409
Expenses related to Dime termination payment ................................................................ 8,293 --
Other expense ............................................................................................... 15,922 5,463
-------- --------
TOTAL NONINTEREST EXPENSE $130,874 $111,006
-------- --------
INCOME BEFORE INCOME TAXES $108,593 $ 64,283
PROVISION FOR INCOME TAXES 40,775 18,956
-------- --------
NET INCOME $ 67,818 $ 45,327
======== ========
NET INCOME PER COMMON SHARE
Basic ....................................................................................................... $ 1.50 $ 0.96
Diluted ..................................................................................................... $ 1.49 $ 0.95
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic ....................................................................................................... 45,242 47,368
Diluted ..................................................................................................... 45,532 47,676
See Notes to Consolidated Financial Statements
4
HUDSON UNITED BANCORP
- ------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
Three Months Ended
June 30
--------------------
(In thousands) 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 25,537 $ 23,284
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized securities gains (losses) arising during period ................................................. $ 28,986 $ (3,756)
Change in valuation of derivative contracts ................................................................ (2,921) 207
Less: reclassification for gains (losses) included in net income ........................................... 82 (1,106)
-------- --------
Other comprehensive income (loss) .......................................................................... $ 25,983 $ (2,443)
-------- --------
COMPREHENSIVE INCOME $ 51,520 $ 20,841
======== ========
Six Months Ended
June 30
---------------------
(In thousands) 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 67,818 $ 45,327
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized securities gains (losses) arising during period ................................................. $ 14,313 $ 7,062
Unrealized holding loss from securities transferred from held to maturity to
available for sale ..................................................................................... -- (4,069)
Change in valuation of derivative contracts ................................................................ (6,075) 207
Less: reclassification for losses included in net income ................................................... (3,468) (323)
-------- --------
Other comprehensive income ................................................................................. $ 11,706 $ 3,523
-------- --------
COMPREHENSIVE INCOME $ 79,524 $ 48,850
======== ========
See Notes to Consolidated Financial Statements
5
HUDSON UNITED BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
(in thousands, except shares)
Accumulated
Common Stock Additional Other
--------------------- Paid-in- Retained Treasury Restricted Comprehensive
Shares Amount Capital Earnings Stock Stock Income (Loss) Total
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000.. 47,964,579 $92,762 $322,131 $ 56,759 $ (92,293) $(5,759) $(5,127) $368,473
- ------------------------------------------------------------------------------------------------------------------------------------
Net income ................... -- -- -- 94,461 -- -- -- 94,461
Cash dividends ............... -- -- -- (47,410) -- -- -- (47,410)
Stock options exercised ...... 179,209 -- (1,762) -- 4,123 -- -- 2,361
Other transactions ........... (77,331) 34 (60) 760 (734) -- --
Purchase of treasury stock ... (2,252,230) -- -- -- (56,275) -- -- (56,275)
Effect of compensation plans.. -- -- -- -- (1,381) 1,964 -- 583
Other comprehensive income ... -- -- -- -- -- -- 21,711 21,711
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001.. 45,814,227 $92,796 $320,309 $104,570 $(146,560) $(3,795) $16,584 $383,904
- ------------------------------------------------------------------------------------------------------------------------------------
Net income ................... -- -- -- 67,818 -- -- -- 67,818
Cash dividends ............... -- -- -- (24,430) -- -- -- (24,430)
Stock options exercised ...... 424,153 -- (6,537) -- 11,848 -- -- 5,311
Purchase of treasury stock ... (1,003,192) -- -- -- (29,821) -- -- (29,821)
Effect of compensation plans.. 44,750 -- -- -- 943 1,205 -- 2,148
Other comprehensive income ... -- -- -- -- -- -- 11,706 11,706
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2002 ..... 45,279,938 $92,796 $313,772 $147,958 $(163,590) $(2,590) $28,290 $416,636
===================================================================================================================================
See Notes to Consolidated Financial Statements
6
HUDSON UNITED BANCORP
- ------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands) Six Months Ended
June 30,
2002 2001
- ------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ......................................................... $ 67,818 $ 45,327
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for possible loan and lease losses ............ 36,333 12,000
Provision for depreciation and amortization ............. 14,388 15,652
Amortization of investment security premiums, net ....... 11,183 80
Securities gains ........................................ (402) (417)
Gain on sales of premises and equipment ................. (70) (66)
Decrease (increase) in other assets ..................... 7,166 (91,277)
Increase in other liabilities ........................... 15,272 6,979
----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ....... $ 151,688 $ (11,722)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investment securities:
Available for sale ............................................... $ 661,751 $ 295,645
Proceeds from repayments and maturities of investment securities:
Available for sale ............................................... 349,622 165,631
Purchases of investment securities:
Available for sale ............................................... (1,406,027) (601,557)
Net (increase) decrease in loans other than purchases and sales .... (20,122) 258,096
Decrease in loans due to securitization ............................ -- 335,676
Proceeds from sales of loans ....................................... 15,873 --
Acquisition of credit card assets .................................. (21,058) (118,446)
Proceeds from sales of premises and equipment ...................... 653 1,000
Purchases of premises and equipment ................................ (2,458) (4,189)
Decrease (increase) in other real estate ........................... 2,285 (2,293)
----------- -----------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES ........ $ (419,481) $ 329,563
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits ........................................... $ 296,259 $ 86,410
Net decrease in borrowings ......................................... (23,588) (172,845)
Redemption of debt securities ..................................... (35,800) --
Proceeds from issuance of debt securities .......................... 200,000 --
Proceeds from exercise of stock options ............................ 5,311 1,765
Cash dividends ..................................................... (24,430) (23,782)
Acquisition of treasury stock ...................................... (29,821) (30,145)
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ........ $ 387,931 $ (138,597)
----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS ....................... $ 120,138 $ 179,244
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............ 232,198 295,539
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .................. $ 352,336 $ 474,783
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period
Interest ............................................................ $ 68,433 $ 99,554
Taxes ............................................................... 31,103 --
Additional Disclosures:
Residential mortgage securitization ................................ -- 335,676
Securities Transferred from Held to Maturity to Available for Sale.. -- 520,192
See Notes to Consolidated Financial Statements
7
HUDSON UNITED BANCORP
- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except per share data)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited financial statements of Hudson United Bancorp and
Subsidiaries ("Hudson United" or "the Company") include the accounts of the
parent company, Hudson United Bancorp, and its wholly-owned subsidiaries: Hudson
United Bank ("the Bank"), HUBCO Capital Trust I, HUBCO Capital Trust II, and JBI
Capital Trust I. All material intercompany balances and transactions have been
eliminated in consolidation. These unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, the information
presented includes all adjustments and normal recurring accruals considered
necessary for a fair presentation, in all material respects, of the interim
period results. The results of operations for periods of less than one year are
not necessarily indicative of results for the full year. The consolidated
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended December 31, 2001.
Reclassification of Certain Assets, Revenues and Expenses
Assets previously classified by the Company as Commercial and Industrial Loans
have been reclassified as of June 30, 2002 and December 31, 2001 as Investment
Securities Available for Sale. These assets were $116.1 million at June 30, 2002
and $106.1 million at December 31, 2001.
Certain assets previously classified by the Company as part of "other assets";
certain revenues previously classified as part of "other income"; and certain
expenses previously classified as part of "other expense" have been listed as
separate line items in the Consolidated Balance Sheet and in the Consolidated
Statements of Income.
In addition, certain one-time expenses totaling $21.5 million, classified by the
Company in the first quarter of 2002 as "Effect of merger resolution", have been
reclassified by the Company in the first half of 2002 to "Expenses related to
Dime termination payment" of $8.3 million and the remaining $13.2 million was
reclassified into other expense categories. The $13.2 million was reclassified
as follows: $0.2 million to salaries and benefits, $1.3 million to occupancy
expenses, $1.1 million to equipment expense, $0.2 million to outside
services-other and $10.4 million to other expenses.
8
NOTE B -- EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted earnings
per share is computed by dividing net income by the weighted average number of
common shares plus the number of shares issuable upon conversion of preferred
stock (when outstanding) and the incremental number of shares issuable from the
exercise of stock options, calculated using the treasury stock method.
A reconciliation of weighted average common shares outstanding to weighted
average shares outstanding assuming dilution follows (in
thousands, except per share data):
ACTUAL Three Months Ended
June 30,
----------------
2002 2001
- --------------------------------------------------------------------------------
Basic Earnings Per Share
Net Income ................................................... $25,537 $23,284
Weighted average common shares outstanding ................... 45,237 46,968
Basic earnings per share ..................................... $ 0.56 $ 0.50
Diluted Earnings Per Share
Net Income ................................................... $25,537 $23,284
Weighted average common shares outstanding ................... 45,237 46,968
Effect of dilutive securities:
Stock options ............................................... 301 336
------- -------
Weighted average common shares outstanding assuming dilution.. 45,538 47,304
Diluted earnings per share ................................... $ 0.56 $ 0.49
ACTUAL Six Months Ended
June 30,
-----------------
2002 2001
- --------------------------------------------------------------------------------
Basic Earnings Per Share
Net Income ................................................... $67,818 $45,327
Weighted average common shares outstanding ................... 45,242 47,368
Basic earnings per share ..................................... $ 1.50 $ 0.96
Diluted Earnings Per Share
Net Income ................................................... $67,818 $45,327
Weighted average common shares outstanding ................... 45,242 47,368
Effect of dilutive securities:
Stock options ............................................... 290 308
------- -------
Weighted average common shares outstanding assuming dilution.. 45,532 47,676
Diluted earnings per share ................................... $ 1.49 $ 0.95
OPERATING BASIS (1) Six Months Ended
June 30,
-----------------
2002 2001
- --------------------------------------------------------------------------------
Basic Earnings Per Share
Net Income ................................................... $50,602 $45,327
Weighted average common shares outstanding ................... 45,242 47,368
Basic earnings per share ..................................... $ 1.12 $ 0.96
Diluted Earnings Per Share
Net Income ................................................... $50,602 $45,327
Weighted average common shares outstanding ................... 45,242 47,368
Effect of dilutive securities:
Stock options ............................................... 290 308
------- -------
Weighted average common shares outstanding assuming dilution.. 45,532 47,676
Diluted earnings per share ................................... $ 1.11 $ 0.95
9
(1) 2002 figures exclude $77 million cash payment received from Dime
representing the final termination payment relating to the uncompleted merger of
the Company and Dime, $21.5 million of one-time expenses resulting from the
merger resolution and other charges, and an additional $21.3 million provision
for possible loan and lease losses relating to the accelerated disposition of
certain nonperforming commercial and industrial loans.
10
NOTE C - ACQUISITIONS
The Company announced, on June 26, 2002, a purchase and assumption transaction
with the FDIC as the receiver for the failed Connecticut Bank of Commerce ("the
CBC transaction"). Hudson United Bank ("the Bank"), in this transaction, assumed
certain insured deposits, along with an option to purchase two branches in
Connecticut and to lease two branches in New York City and one in Connecticut.
The Bank paid an acquisition premium of $17.3 million to the FDIC in this
transaction. The determination of the breakdown of the premium between goodwill
and core deposit intangibles has not yet been made. The Bank received cash from
the FDIC at closing, along with certain consumer loans, which the Bank can put
back to the FDIC within 30 days.
The initial deposits assumed and initial assets acquired in the CBC transaction
are included in the Company's balance sheet as of June 30, 2002.
During the first half of 2002 the Company paid total consideration of $21.1
million for $22.9 million of credit card receivables, with an associated
discount of $1.8 million.
The Company entered into agreements at several times in 2001 to purchase third
party credit card assets from a subsidiary of Transamerica Finance Co. As of
December 31, 2001, the Company had paid total consideration of $161.4 million
for $157.0 million of these assets, with an associated premium of $4.4 million.
In August 2001, the Company assumed deposit liabilities from First International
Bank in the amount of $272.8 million at a discount of $0.5 million. These
deposit liabilities were primarily short term brokered deposits.
11
NOTE D - INVESTMENT SECURITIES
The following table presents the amortized cost and estimated market value of
investment securities available for sale at the dates indicated (in thousands):
June 30, 2002
-------------------------------------------------------
Gross Unrealized Estimated
Amortized -------------------------- Market
Cost Gains (Losses) Value
----------- ----------- ----------- -----------
Available for Sale
U.S. Government securities .......... $ 60,278 $ 128 $ (1) $ 60,405
Mortgage-backed securities .......... 1,552,005 25,797 (741) 1,577,061
Asset backed and corporate
securities .......................... 677,519 7,553 (7,115) 677,957
Obligations of states and political
subdivisions ........................ 35,087 511 -- 35,598
FHLB stock .......................... 14,214 -- -- 14,214
Common stocks ....................... 14,918 5,847 (48) 20,717
----------- ----------- ----------- -----------
$ 2,354,021 $ 39,836 $ (7,905) $ 2,385,952
=========== =========== =========== ===========
December 31, 2001
-------------------------------------------------------
Gross Unrealized Estimated
Amortized -------------------------- Market
Cost Gains (Losses) Value
----------- ----------- ----------- -----------
Available for Sale
U.S. Government securities .......... $ 12,904 $ 147 $ -- $ 13,051
Mortgage-backed securities .......... 1,032,993 14,670 (1,068) 1,046,595
Asset backed and corporate
securities .......................... 276,860 314 (31) 277,143
Obligations of states and political
subdivisions ........................ 26,992 363 (6) 27,349
FHLB stock .......................... 21,877 -- -- 21,877
Common stocks ....................... 22,571 614 (690) 22,495
----------- ----------- ----------- -----------
$ 1,394,197 $ 16,108 $ (1,795) $ 1,408,510
=========== =========== =========== ===========
The following table summarizes trading assets at December 31, 2001:
(in thousands)
Estimated
Market
Value
- --------------------------------------------------------------
Trading Asset Portfolio
Mortgage-backed securities .................. $ 575,007
Other debt securities ....................... 1,301
----------
Total $ 576,308
==========
These assets were subsequently sold in January 2002.
Investment securities with a market value of $746,960 at June 30, 2002 and
$369,646 at December 31, 2001 were pledged as collateral for public sector
deposits, customer repurchase agreements, borrowings from the Federal Home Loan
Bank and for other purposes.
12
NOTE E -- COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED CAPITAL SECURITIES
OF THREE SUBSIDIARY TRUSTS HOLDING SOLELY JUNIOR SUBORDINATED DEBENTURES OF THE
COMPANY
On January 31, 1997, the Company placed $50.0 million in aggregate liquidation
amount of 8.98% Capital Securities due February 2027, using HUBCO Capital Trust
I, a statutory business trust formed under the laws of the State of Delaware.
The sole asset of the trust, which is the obligor on the Series B Capital
Securities, is $51.5 million principal amount of 8.98% Junior Subordinated
Debentures due 2027 of the Company. The 8.98% Capital securities are redeemable
by the Company on or after February 1, 2007, or earlier in the event the
deduction of related interest for federal income tax is prohibited, treatment as
Tier 1 capital is no longer permitted or certain other contingencies arise. As
of June 30, 2002, $45.0 million of the 8.98% Capital Securities remained
outstanding.
On February 5, 1997, Jeff Banks, Inc. placed $25.0 million in aggregate
liquidation amount of 9.25% Capital Securities due March 2027, using JBI Capital
Trust I, a statutory business trust formed under the laws of the State of
Delaware. The Company acquired JeffBanks, Inc. in 1999. The sole asset of the
trust, which is the obligor on the Series B Capital Securities, is $25.3 million
principal amount of 9.25% Junior Subordinated Deferrable Debentures due 2027 of
the Company. The 9.25% Trust Capital Securities became redeemable by the Company
on March 31, 2002. At this time the Company does not plan to redeem this issue
but will review it on an ongoing basis.
On June 19, 1998, the Company placed $50.0 million in aggregate liquidation
amount of 7.65% Capital Securities due June 2028, using HUBCO Capital Trust II,
a statutory business trust formed under the laws of the State of Delaware. The
sole asset of the trust, which is the obligor on the Series B Capital
Securities, is $51.5 million principal amount of 7.65% Junior Subordinated
Debentures due 2028 of the Company. The 7.65% Capital Securities are redeemable
by the Company on or after June 15, 2008, or earlier in the event the deduction
of related interest for federal income taxes is prohibited, treatment as Tier 1
capital is no longer permitted or certain other contingencies arise.
NOTE F - SUBORDINATED DEBT
In January, 1994, the Company sold $25.0 million aggregate principal amount of
subordinated debentures. The debentures, which mature in 2004, bear interest at
a fixed rate of 7.75% per annum payable semi-annually. The Company repurchased
$7.8 million of this debt during the second quarter of 2002.
In March 1996, JeffBanks, Inc. issued $23.0 million aggregate principal amount
of subordinated debentures which mature in 2006 and bear interest at a fixed
interest rate of 8.75% per annum payable semi-annually. The Company acquired
JeffBanks, Inc. in 1999. These notes were redeemable at the option of the
Company, in whole or in part, at any time after April 1, 2001, at their stated
principal amount plus accrued interest, if any. On January 7, 2002, the Company
announced redemption of this issue. The notes were redeemed in February 2002.
In September 1996, the Company sold $75 million aggregate principal amount of
subordinated debentures. The debentures, which mature in 2006, bear interest at
a fixed interest rate of 8.20% per annum payable semi-annually.
On May 6, 2002 Hudson United Bank issued $200 million of 7.00% subordinated
notes due May of 2012. The net proceeds of the offering of $197.9 million were
invested in interest earning assets. The subordinated notes will qualify as Tier
2 capital of the Bank and will assist the Bank in maintaining its well
capitalized status.
13
NOTE G -COMPREHENSIVE INCOME
The Company displays Consolidated Statements of Income and Consolidated
Statements of Comprehensive Income separately for the disclosed periods.
Comprehensive Income is displayed on the Consolidated Balance Sheets and
Consolidated Statements of Changes in Stockholders' Equity as a separate item
entitled Accumulated Other Comprehensive Income (Loss). The following is a
reconciliation of the tax effect allocated to each component of comprehensive
income for the periods presented.
Three-Months Ended
June 30, 2002
-----------------------------------------------------------
Before tax amount Tax Benefit (Expense) Net of Tax Amount
----------------- --------------------- -----------------
Unrealized net security gains arising during the period.. $ 46,475 $(17,489) $ 28,986
Change in valuation of derivative contracts.............. (4,939) 2,018 (2,921)
Less: reclassification adjustment for net gains
realized in net income................................. 138 (56) 82
-------- -------- --------
Net change during period................................. $ 41,398 $(15,415) $ 25,983
======== ======== ========
Three Months Ended
June 30, 2001
-----------------------------------------------------------
Before tax amount Tax Benefit (Expense) Net of Tax Amount
----------------- --------------------- -----------------
Unrealized net security losses arising during the period.. $(6,360) $ 2,604 $(3,756)
Change in valuation of derivative contracts............... 345 (138) 207
Less: reclassification adjustment for net losses.......... (1,874) 768 (1,106)
realized in net income
------- ------- -------
Net change during period.................................. $(4,141) $ 1,698 $(2,443)
======= ======= =======
Six-Months Ended
June 30, 2002
-----------------------------------------------------------
Before tax amount Tax Benefit (Expense) Net of Tax Amount
----------------- --------------------- -----------------
Unrealized net security gains arising during the period.. $ 21,668 $ (7,355) $ 14,313
Change in valuation of derivative contracts.............. (10,270) 4,195 (6,075)
Less: reclassification adjustment for net losses
realized in net income................................. (5,863) 2,395 (3,468)
-------- -------- --------
Net change during period................................. $ 17,261 $ (5,555) $ 11,706
======== ======== ========
Six Months Ended
June 30, 2001
-----------------------------------------------------------
Before tax amount Tax Benefit (Expense) Net of Tax Amount
----------------- --------------------- -----------------
Unrealized net security gains arising during the period ...... $ 10,964 $ (3,902) $ 7,062
Unrealized net security holding loss arising from securities
transferred from held to maturity to available for sale .... (6,782) 2,713 (4,069)
Change in valuation of derivative contracts .................. 345 (138) 207
Less: reclassification adjustment for net losses
realized in net income
(547) 224 (323)
-------- -------- --------
Net change during period ..................................... $ 5,074 $ (1,551) $ 3,523
======== ======== ========
14
NOTE H - RECENT ACCOUNTING STANDARDS
The Financial Accounting Standards Board (FASB) issued SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," establishing standards for
the accounting and reporting of derivatives. The Company adopted SFAS No. 133
effective January 1, 2001. The adoption of this statement did not have a
material effect on the Company's financial position or results of operations.
The FASB issued SFAS No. 141 "Business Combinations" during 2001. The Company
adopted SFAS No. 141 effective July 2001. The adoption of SFAS No. 141 did not
have a material effect on the Company's financial position or results of
operations.
The FASB issued SFAS No. 142 "Goodwill and Other Intangible Assets" during 2001.
Under this standard, intangible assets must continue to be amortized, but
goodwill is no longer amortized starting January 1, 2002. Goodwill that is
determined to be impaired must be written-off when that determination is made.
The Company has concluded as of June 30, 2002 that no impairment charge is
currently required. The Company is required to perform an impairment test of its
goodwill on at least an annual basis. Core deposit intangibles, with a carrying
value of $24.4 million at June 30, 2002 and original amortization periods of ten
years, are being amortized and the related amortization expense for the second
quarter of 2002 was $1.0 million and for the first half of 2002 was $1.9
million. Goodwill, with a carrying value of $59.8 million at June 30, 2002 is no
longer being amortized beginning January 1, 2002. Total goodwill and intangible
assets, including the premium paid in the CBC transaction, was $101.6 million at
June 30, 2002. Amortization of goodwill was $2.7 million in the second quarter
of 2001, $5.6 million in the first half of 2001 and $11.3 million for all of
2001 (see footnote I for additional details).
The FASB issued SFAS No. 143 "Accounting for Asset Retirement Obligations" in
June 2001. This statement will be effective for financial statements issued for
fiscal years beginning after June 15, 2002. SFAS No. 143 addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. The
Company expects that the adoption of this statement will not have material
effect on its operations.
15
NOTE I:
Core deposit intangibles (excluding the premium paid in the Connecticut Bank Of
Commerce transaction) is as follows for the periods indicated ($ in thousands):
Gross Carrying Accumulated Net Carrying
At June 30, 2002 Amount Amortization Amount
-------------- ------------ ------------
Core deposit intangibles .... $ 37,899 $ 13,496 $ 24,403
-------- -------- ---------
Gross Carrying Accumulated Net Carrying
At December 30, 2001 Amount Amortization Amount
-------------- ------------ ------------
Core deposit intangibles .... $ 37,899 $ 11,591 $ 26,308
-------- -------- ---------
The following is the estimated amortization expense on core deposit intangibles
(excluding any potential impact from the Connecticut Bank of Commerce
transaction) for the years indicated ($ in thousands):
2002 ................ $ 3,809
2003 ................ 3,809
2004 ................ 3,809
2005 ................ 3,809
2006 ................ 3,809
The following table discloses the effect on net income and earnings per share of
excluding amortization expense on goodwill for the 2001 periods indicated ($ in
thousands, except per share amounts)
Three months ended June 30
2002 2001
---------- ----------
Reported net income ...................... $ 25,537 $ 23,284
Goodwill amortization .................... -- 2,318
---------- ----------
Adjusted net income ................. $ 5,537 $ 25,602
========== ==========
Basic earnings per share ................. $ 0.56 $ 0.50
Goodwill amortization .................... -- 0.05
---------- ----------
Adjusted basic earnings per share ... $ 0.56 $ 0.55
========== ==========
Diluted earnings per share ............... $ 0.56 $ 0.49
Goodwill amortization .................... -- 0.05
---------- ----------
Adjusted diluted earnings per share.. $ 0.56 $ 0.54
========== ==========
Six months ended June 30
2002 2001
---------- ----------
Reported net income ...................... $ 67,818 $ 45,327
Goodwill amortization .................... -- 4,746
---------- ----------
Adjusted net income ................. $ 67,818 $ 50,073
========== ==========
Basic earnings per share ................. $ 1.50 $ 0.96
Goodwill amortization .................... -- 0.10
---------- ----------
Adjusted basic earnings per share ... $ 1.50 $ 1.06
========== ==========
Diluted earnings per share ............... $ 1.49 $ 0.95
Goodwill amortization .................... -- 0.10
---------- ----------
Adjusted diluted earnings per share.. $ 1.49 $ 1.05
========== ==========
16
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This financial review presents management's discussion and analysis of financial
condition and results of operations. It should be read in conjunction with the
Company's Consolidated Financial Statements and the accompanying notes. All
dollar amounts, other than per share information, are presented in thousands
unless otherwise noted.
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This document, both in the Management Discussion & Analysis and elsewhere,
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are not historical facts and
include expressions about management's confidence and strategies and
management's expectations about new and existing programs and products,
relationships, opportunities, technology and market conditions. These statements
may be identified by such forward-looking terminology as "expect", "look",
"believe", "anticipate", "consider", "may", "will", or similar statements or
variations of such terms. Actual results may differ materially from the results
discussed in these forward-looking statement. Factors that may cause actual
results to differ materially from such forward-looking statements include, but
are not limited to, changes in interest rates, changes in economic conditions,
especially as they have been affected by recent developments, deposit and loan
volume trends, continued levels of loan quality, trends in loan loss provisions,
changes in relationships with customers, failure to realize expected cost
savings or revenue enhancements from changes in business models and
acquisitions, an adverse trend in capital ratios causing the Company to change
its business model and the effects of legal and regulatory provisions applicable
to the Company and its competitors. The Company assumes no obligation for
updating any such forward-looking statements at any time.
RESULTS OF OPERATIONS
OVERVIEW
The Company had net income of $25.5 million, or $0.56 per diluted share, for the
second quarter of 2002 compared to $23.3 million, or $0.49 per diluted share for
the comparable period in 2001. Net income as reported for the first six months
of 2002 was $67.8 million or $1.49 per diluted share. Operating earnings (as
defined in the third paragraph below) for the first six months of 2002 were
$50.6 million, or $1.11 per diluted share, compared to net income of $45.3
million, or $0.95 per diluted share, for the comparable period in 2001.
The Company's return on average equity was 26.41% and return on average assets
was 1.45% for the second quarter of 2002. Both ratios improved from the second
quarter of 2001. The net interest margin was 4.75%, noninterest income as a
percent of net revenue was 26%, and the efficiency ratio was 54.34%, based on
the Company's net income for the second quarter 2002. The Company's return on
average equity and return on average assets, as reported, for the six months
ended June 30, 2002 were 34.94% and 1.95% respectively. For the six months ended
June 30, 2002 the Company's operating return on average equity was 26.07% and
operating return on average assets was 1.46%. The net interest margin was 4.74%,
operating noninterest income as a percent of net revenue was 26%, and the
operating efficiency ratio was 53.45%, based on the Company's operating earnings
for the six months ended June 30, 2002.
Operating earnings for the first six months of 2002 and for the first quarter of
2002 exclude the $77 million cash payment received from Dime Bancorp, Inc.
("Dime") on January 7, 2002, representing the final termination payment relating
to the uncompleted merger of the Company and Dime. Operating earnings for the
first half of 2002 also excludes $21.5 million of one time expenses resulting
from the merger resolution and other charges ($8.3 million in expenses directly
related to the Dime termination payment and other expenses including, $0.2
million in salaries and benefits, $1.3 million in occupancy expenses, $1.1
million in equipment expenses, $0.2 million in expenses classified as outside
services - other, and $10.4 million in other expense) and an additional $21.3
million provision for possible loan and lease losses relating to the accelerated
disposition of certain nonperforming commercial and industrial loans.
17
NET REVENUE
Net revenue, which is the sum of net interest income and noninterest income, was
$101.7 million for the second quarter of 2002. This was comprised of net
interest income of $75.3 million and noninterest income of $26.3 million. Net
revenue for the second quarter of 2002 increased by 6.8% compared to the second
quarter of 2001, due mainly to increases in noninterest income and a decrease in
interest expense during the period. Net revenue, as reported, for the first six
months of 2002 was $275.8 million as compared to $187.3 million for the same
period in 2001. The increase of $88.5 million was due in most part to the $77
million Dime payment supplemented by increases in noninterest income. Net
revenue, on an operating basis, for the first six months of 2002 was $198.8
million, with net interest income of $146.9 million and noninterest income of
$51.9 million. Net revenue for the first half of 2002 increased by 6.1% compared
to the first half of 2001, due to increases in net interest income and
noninterest income.
NET INTEREST INCOME
Net interest income for the second quarter of 2002 was $75.3 million and the net
interest margin was 4.75%. Net interest income was $72.0 million with a net
interest margin of 4.81% for the comparable second quarter of 2001. Net interest
income increased by 4.7% compared to the second quarter of 2001. This increase
resulted primarily from a higher level of average interest earning assets and a
more favorable deposit mix, with an increase in NOW, money market and savings
deposits and a decrease in higher cost time deposits. Net interest income for
the first six months of 2002 was $146.9 million and the net interest margin was
4.74%, compared to the net interest income of $142.4 million and a net interest
margin of 4.78% for the first six months of 2001. Net interest income increased
over this time period primarily due to an increase in the Company's average
investment securities.
NONINTEREST INCOME (excluding security gains (losses))
Noninterest income was $26.2 million for the second quarter of 2002. This
represented an increase of 14.4 % compared to $22.9 million of noninterest
income in the second quarter of 2001. The increase in the second quarter of 2002
was primarily due to the Company's investment in bank owned life insurance in
June of 2001, and higher commercial service fees. Noninterest income as reported
was $128.9 million at June 30, 2002 compared to $44.9 million at June 30, 2002.
The increase resulted primarily from the recognition of the $77.0 million Dime
merger termination payment. Operating noninterest income was $51.9 million for
the six months ended June 30, 2002 compared to $44.9 million for the comparable
period in 2001. The increase from 2001 to 2002 was due to increases in service
fees collected and income collected on bank owned life insurance.
NONINTEREST EXPENSE
Noninterest expense was $56.6 million for the second quarter of 2002 compared to
$56.4 million for the comparable period in 2001. Noninterest expense as reported
was $130.9 million for the six months ended June 30, 2002 compared to $111.0
million for the six months ended June 30, 2001. The increase in noninterest
expense resulted mainly from $21.5 million of one time expenses resulting from
merger resolution and other charges. Operating noninterest expense for the six
months ended June 30, 2002 was $109.4 million compared to $111.0 million for the
same period in 2001. The flat noninterest expense for the second quarter and the
decrease in operating noninterest expense year to date was due primarily to
lower amortization expense on intangibles, resulting from the Company's no
longer amortizing goodwill due to the adoption of FASB 142, partially offset by
increased compensation and other expenses relating to business development
initiatives and expanded infrastructure to support the Company's business lines.
The efficiency ratio was 54.34% for the second quarter of 2002 and 55.16% for
the second quarter of 2001. The favorable variance in 2002 was due to higher net
revenue in 2002 when compared to the same period in 2001. The efficiency ratio
as reported for the first six months of 2002 was 46.35% compared to 54.84%. The
favorable efficiency ratio was mainly due to the recognition of the $77.0
million Dime merger termination payment. On an operating basis, the efficiency
ratio was 53.45% for the first six months of 2002 compared to 54.84% for 2002.
18
INCOME TAXES
The Company's effective tax rate for the three months ended June 30, 2002 was
32.0% compared to 29.0% for the same period in 2001. The lower effective tax
rate in 2001 was primarily the result of the utilization of tax losses generated
by sales of securities in 2000 which were part of the Company's balance sheet
restructuring. The Company's effective tax rate as reported for the six months
ended June 30, 2002 was 37.5% compared to 29.5% for the same period in 2001. The
higher effective tax rate resulted mainly from provision for income taxes
associated with the recognition of the $77.0 million Dime merger termination
payment. The Company's effective tax rate for the first half of 2002 on an
operating basis, was 32.0% compared to 29.5% in the first half of 2001. The
lower effective tax rate in 2001 was primarily the result of the utilization of
tax losses generated by sales of securities in 2000 which were part of the
Company's balance sheet restructuring.
19
PROVISION FOR POSSIBLE LOAN AND LEASE LOSSES AND ALLOWANCE FOR POSSIBLE LOAN AND
LEASE LOSSES
Introduction
The provision for possible loan and lease losses, portfolio loans was $7.5
million for the second quarter of 2002 and $6.0 million for the second quarter
of 2001. The provision for possible loan and lease losses, portfolio loans was
$15.0 million for the first half of 2002 and $12.0 million for the first half of
2001. The higher provisions in 2002 compared to 2001 reflect the level of net
charge offs in 2002 and the uncertain economic environment. The total provision
for possible loan and lease losses was $36.3 million for six months ended June
30, 2002, which included a $21.3 million provision for the accelerated
disposition of certain commercial and industrial loans. The Allowance for
Possible Loan and Lease Losses ("the Allowance") was $72.0 million at June 30,
2002 and $70.0 million at December 31, 2001. The Allowance at June 30, 2002
represented 412% of nonperforming loans and 1.66% of total loans. The Allowance
at year-end 2001 represented 158 % of nonperforming loans and 1.61 % of total
loans.
The determination of the adequacy of the Allowance and the periodic
provisioning for estimated losses included in the consolidated financial
statements is the responsibility of management. The evaluation process is
undertaken on a monthly basis. Methodology employed for assessing the adequacy
of the Allowance consists of the following:
o the establishment of reserve amounts for all specifically identified
criticized loans, including those acquired in business combinations,
that have been designated as requiring attention by management's
internal loan review program.
o the establishment of reserves for pools of homogenous types of loans
both subject and not subject to specific review, including 1-4 family
residential mortgages, consumer loans and leases, and credit card
accounts, based upon historical loss rates.
Consideration is also given to the changed risk profile brought about by
business combinations, knowledge about customers, the results of ongoing credit
quality monitoring processes, the adequacy and expertise of the Company's
lending staff, underwriting policies, loss histories, delinquency trends, nature
of economic and business conditions, and the concentration in the portfolio
including real estate related loans located in the northeastern part of the
United States. Since many of the loans depend upon the sufficiency of real
estate collateral as a secondary source of repayment, any adverse trend in the
real estate markets could affect underlying values available to protect the
Company from loss. Other evidence used to determine the amount of the Allowance
and its components are as follows:
o regulatory and other examinations
o the amount and trend of criticized loans
o peer comparisons with other financial institutions
o opportunities to dispose of marginally performing loans for cash
consideration
Based upon the process employed and giving recognition to all attendant factors
associated with the loan portfolio, management considers the Allowance to be
adequate at June 30, 2002.
Non Performing Loans and Non Performing Assets
At June 30, 2002, non-performing loans totaled $17.5 million, a decrease of
$27.0 million when compared to $44.5 million at December 31, 2001.
Non-performing assets were $ 18.6 million and $47.9 million at June 30, 2002 and
December 31, 2001, respectively. The decline in nonperforming loans and
nonperforming assets was primarily due to sales, in the first quarter of 2002,
of nonperforming loans designated as held for sale at December 31, 2001, and
charge offs to facilitate the accelerated disposition of other nonperforming
loans.
20
The following table presents the composition of non-performing assets and
selected asset quality ratios at the dates indicated: (in thousands)
June 30, December
2002 31, 2001
-------- --------
Nonaccrual Loans:
Commercial............................................... $ 7,151 $17,837
Real Estate.............................................. 8,879 25,598
Consumer................................................. 1,454 1,034
------- -------
Total Nonaccrual Loans................................. $17,484 $44,469
Other Real Estate Owned..................................... 1,096 3,381
------- -------
Total Nonperforming Assets............................ $18,580 $47,850
======= =======
Nonaccrual Loans to Total Loans and Leases................. 0.40% 1.02%
Allowance for Loan and Lease Losses to Nonperforming Loans.. 412% 158%
Loans Past Due 90 Days and Still Accruing
The following table shows loans past due 90 days or more and still accruing,
along with applicable asset quality ratio: (in thousands)
June 30, 2002 December 31, 2001
------------ -----------------
Loans Past Due 90 Days or More and Accruing
Commercial ............................ $ 2,156 $ 2,600
Real Estate ........................... 4,560 6,053
Consumer .............................. 2,189 3,287
Credit card ........................... 8,619 9,068
------- -------
Total Past Due Loans .............. $17,524 $21,008
======= =======
As a percent of Total Loans and Leases ...... 0.40% 0.48%
21
Allowance for Possible Loan and Lease Losses
The following table presents the activity in the allowance for possible loan and
lease losses for the periods indicated:
Summary of Activity in the Allowance
By Loan Category
---------------------------------------
Six Months Ended Year Ended
June 30, 2002 December 31, 2001
---------------- -----------------
(Dollars in thousands)
Amount of Loans and Leases Outstanding at Period End ...................... $ 4,345,289 $ 4,338,489
=========== ===========
Daily Average Amount of Loans and Leases Outstanding ...................... $ 4,261,167 $ 4,793,998
=========== ===========
Allowance for Loan and Lease Losses
Balance at beginning of the period ........................................ $ 70,046 $ 95,180
Loans charged off:
Real estate .......................................................... (1,726) (6,851)
Commercial ........................................................... (4,140) (21,323)
Consumer ............................................................. (12,946) (33,584)
Accelerated disposition (1) ............................................... (21,333) --
Assets held for sale (2) .................................................. -- (10,147)
----------- -----------
Total loans charged off ......................................... $ (40,145) $ (71,905)
----------- -----------
Recoveries:
Real estate .......................................................... 598 935
Commercial ........................................................... 1,396 1,625
Consumer ............................................................. 3,344 5,353
----------- -----------
Total recoveries ................................................ $ 5,338 $ 7,913
----------- -----------
Net loans charged off ..................................................... $ (34,807) $ (63,992)
Provision for possible loan and lease losses, portfolio loans ............. 15,000 24,000
Provision for possible loan and lease losses, accelerated disposition (1).. 21,333 10,147
----------- -----------
Total provision for possible loan and lease losses ........................ $ 36,333 $ 34,147
Net change in acquired reserves of credit card portfolios ................. 427 4,711
----------- -----------
Balance at end of period .................................................. $ 71,999 $ 70,046
=========== ===========
Allowance for Loan and Lease Losses to Total Loans and Leases ............. 1.66% 1.61%
=========== ===========
Annualized provision for possible loan and lease losses,
portfolio loans as a percentage of average loans
and leases outstanding ............................................... 0.70% 0.50%
=========== ===========
Annualized net loans charged off during period to average loans
and leases outstanding ............................................... 1.56% 1.33%
=========== ===========
(1) Relates primarily to the planned accelerated disposition of certain
nonperforming commercial and industrial loans at March 31, 2002 and June 30,
2002.
(2) The writedown of assets held for sale in 2001 pertained to the disposal of
$16.2 million of non-accrual loans in 2002.
22
FINANCIAL CONDITION
Loan and lease categories consisting of commercial and financial; commercial
real estate; consumer; and credit card loans totaled $3.9 billion at June 30,
2002, compared to $3.8 billion at December 31, 2001. These four categories,
which exclude residential mortgages represented 90% of loans and leases at June
30, 2002, an increase from 88% of loans and leases at December 31, 2001.
Residential mortgage loans decreased by $88.8 million to $448.3 million at June
30, 2002, as compared to December 31, 2001. The decrease resulted from
prepayments throughout the quarter and the Company's practice of selling new
originations in the secondary market.
Certain assets that had been previously classified by the Company as Commercial
and Industrial Loans have been reclassified by the Company as of June 30, 2002
and December 31, 2001 as Investment Securities Available for Sale. These assets
totaled $116.1 million at June 30, 2002 and $106.1 million at December 31, 2001.
Total investment securities were $2.4 billion at June 30, 2002, compared to $2.0
billion at December 31, 2001. The increase in investment securities resulted
from cash received from increased deposits and borrowings, as described later in
this section. Investment securities pledged as collateral for public sector
deposits, borrowings and other purposes increased by $377 million in the first
half of 2002. The majority of the increase related to public sector deposits.
Investment securities designated as trading assets of $576 million at December
31, 2001 were sold in January 2002. The proceeds from the sales were invested in
securities with shorter average lives and durations and resultant lower current
yields than the securities that were sold. The Company had no trading assets as
of June 30, 2002.
The Company's total assets were $7.5 billion at June 30, 2002, compared to $7.0
billion at year-end 2001. Total deposits were $6.3 billion at June 30, 2002,
compared to $6.0 billion at December 31, 2001. Total deposits at June 30, 2002
include deposits assumed on June 26, 2002 in the CBC transaction. The increase
in total deposits was primarily due to an increase in NOW, money market and
savings deposits of $532 million, partially offset by a decrease in time
deposits of $260 million. Time deposits as a percent of total deposits declined
from 37% at year end 2001 to 31% at June 30, 2002.
The Bank issued, in May of 2002, $200 million of 7.00% subordinated debt due in
2012. The net proceeds of the offering was $197.9 million. The Company
repurchased, in May of 2002, $7.8 million of its 7.75% subordinated debt due in
January 2004. The total cash allocated for this repurchase was $8.1 million. The
Company redeemed, in the first quarter of 2002, $23 million of holding company
8.75% subordinated debt due in 2006. The redemption was at par.
Total stockholders' equity was $416.6 million at June 30, 2002 and $383.9
million at December 31, 2001. The change in stockholders' equity resulted
primarily from $67.8 million of net income, offset by declaration of cash
dividends of $24.4 million, total stock repurchases of $29.8 million and an
increase in accumulated other comprehensive income of $11.7 million.
The Company repurchased in the open market a total of 977,488 shares in the
first half of 2002, at an average price of $29.72 per share. The total cash
allocated for these repurchases was $29.1 million. Other share repurchases of
25,704 shares were also completed by the Company in the first half of 2002. The
cash allocated for these repurchases was $0.7 million. Total shares outstanding
at June 30, 2002 were 45.3 million shares, compared to 45.8 million shares at
December 31, 2001.
MARKET RISK
Interest Rate Risk
The primary objectives of asset-liability management are to provide for the
safety of depositor and investor funds, assure adequate liquidity, maintain an
appropriate balance between interest-sensitive earning assets and
interest-sensitive liabilities and enhance earnings. Interest rate sensitivity
management ensures that the Company maintains acceptable levels of net interest
income throughout a range of interest rate environments. The Company seeks to
maintain its interest rate risk within a range that it believes is both
manageable and prudent, given its capital and income generating capacity.
23
The Company evaluates on a monthly basis its simulation model to measure the
sensitivity of net interest income to changes in market interest rates. There
have been no material changes in these monthly simulations from the Company's
results outlined in its form 10-K for year end December 31, 2001.
The Company enters into interest rate derivative contracts (interest rate swaps;
interest rate floors; and interest rate caps) from time to time for asset
liability management purposes. In the second quarter of 2001, the Company
entered into a series of two year maturity interest rate swaps and floors and
caps to limit the variability of the interest income of a pool of $700 million
of its prime rate-based loans. In the fourth quarter of 2001, the Company
entered into 10 year and 15 year maturity interest rate swaps in connection with
$35 million of fixed rate certificates of deposits with comparable maturities,
to effectively convert these deposits to variable rate liabilities indexed to
LIBOR. In the second quarter of 2002, the Company entered into 10 year maturity
interest rate swaps, in connection with the issuance of fixed rate subordinated
debt with a comparable maturity, to effectively convert $105 million of the debt
to a variable rate liability indexed to LIBOR. The notional amount of the
derivative contracts totals $840 million at June 30, 2002.
The purpose of these contracts is to limit the volatility in the Company's net
interest income and net interest margin in the event of changes in interest
rates, in the context of the management of the Company's overall asset liability
risk. Management did not enter into these contracts for speculative purposes.
Under SFAS No. 133, the Company has adopted hedge accounting for these
contracts. The derivative contracts hedging the pool of prime rate-based loans
are being accounted for as "cash flow hedges" under SFAS No. 133, whereby the
net payments under the contracts are recorded in interest income and the change
in valuation of the contracts should be recorded in "accumulated other
comprehensive income (loss)" in total stockholders' equity. Changes in interest
rates will impact the cash flows and valuation of the derivative contracts, but
management does not expect the overall financial statement impact to be material
under any interest rate scenario. The derivative contracts hedging the fixed
rate certificates of deposit and the fixed rate subordinated debt are accounted
for as "fair value" hedges using the "short-cut method" under SFAS No. 133.
Under the short-cut method, any changes in value of the hedged item is assumed
to be exactly as much as the change in the value of the derivative contract.
Therefore, in a fair value hedge, the hedged item is adjusted by exactly the
same amount as the derivative, with no impact on earnings.
Liquidity
Liquidity is a measure of the Company's ability to meet the needs of depositors,
borrowers, and creditors at a reasonable cost and without adverse financial
consequences. The Company has several liquidity measurements that are evaluated
on a frequent basis. The Company has adequate sources of liquidity including the
ability to attract deposits from businesses and individuals through its
branches; brokered deposits from securities firms, cash flow from interest;
prepayments and principal repayments on investment securities and loans;
Securities Available for Sale, and the ability to borrow funds on a
collateralized basis from the Federal Home Loan Bank and Federal Reserve
discount window, repurchase agreements collateralized by securities with
securities firms, and other sources. The management of balance sheet volumes,
mixes and maturities enables the Company to maintain adequate levels of
liquidity.
Capital
The Company is not aware of any current recommendations by the regulatory
authorities that would have a material adverse effect on the Company's capital
resources or operations. The capital ratios for the Company at June 30, 2002 and
the minimum regulatory guidelines for such capital ratios for qualification as a
well-capitalized institution are as follows:
24
Holding Company Capital Ratios
Ratios at Minimum Regulatory
June 30, 2002 Guidelines for Well-Capitalized
------------- -------------------------------
Total Risk-Based Capital .......................... 12.80% 10.0%
Tier 1 Risk-Based Capital ......................... 7.67% 6.0%
Tier 1 Leverage Ratio ............................. 5.80% 4.0%
Bank Capital Ratios
Ratios at Minimum Regulatory
June 30, 2002 Guidelines for Well-Capitalized
------------- -------------------------------
Total Risk-Based Capital .......................... 13.51% 10.0%
Tier 1 Risk-Based Capital ......................... 8.45% 6.0%
Tier 1 Leverage Ratio ............................. 6.37% 4.0%
The issuance in 2002 of subordinated debt by the Bank, and the repurchase and
redemption in 2002 of subordinated debt by the Company, reflected a strategy to
increase total capital and the ratio of total capital to risk weighted assets;
to reduce the amount of debt outstanding at the holding company; to decrease the
average cost of subordinated debt; and to lengthen the average maturity of
subordinated debt.
State of New Jersey Corporate Income Tax Legislation Approved in July of 2002
The State of New Jersey approved, in July of 2002, new tax legislation that
changes the calculation of income taxes payable by corporations located in the
state. Certain of these changes decrease the benefit of tax planning strategies
used by corporations to reduce tax liability. Other changes include an
alternative minimum tax.
The Company is reviewing its alternatives to minimize the effect of the new tax
legislation. The Company believes that the net impact of the new legislation
will not have a material impact on its future earnings or financial position.
Change in Independent Accountants
The Company announced, on May 22, 2002, that it had appointed Ernst & Young LLP
and dismissed Arthur Andersen LLP as its independent accountants.
25
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
A. The Annual Meeting of shareholders of Hudson United Bancorp was
held April 17, 2002.
B. The names of the directors who are nominees for election for the
2002 Annual Meeting and the names of the directors whose terms
extend beyond the 2002 Annual Meeting are set forth in the tables
below.
Nominees for the 2002 Annual Meeting:
Bryant D. Malcolm
W. Peter McBride
Charles F.X. Poggi
John H. Tatigian, Jr.
Directors whose terms extend beyond the 2002 Annual Meeting:
Donald P. Calcagnini
Kenneth T. Neilson
David A. Rosow
Robert J. Burke
Joan David
James E. Schierloh
C. The following is a brief description as well as the tabulation of
votes for each of the matters which were voted upon at the 2002
Annual Meeting:
1. Election of the following four persons as directors of
Hudson United Bancorp:
Director For Authority Withheld
-------- --- ------------------
Bryant D. Malcolm 36,527,656 1,513,915
W. Peter McBride 36,731,772 1,309,799
Charles F.X. Poggi 36,532,324 1,509,248
John H. Tatigian, Jr. 36,649,648 1,391,924
2. Approval of the Hudson United Bancorp 2002 Stock Option Plan
with authority to grant options for up to 1,250,000 shares:
For Against Authority Withheld
--- ------- ------------------
35,010,706 2,645,582 385,266
3. No other matters were voted upon at the meeting.
26
Item 6: Exhibits and Reports on Form 8-K -
a.) Exhibits
(99) Additional Exhibits
99.1 Certification of Chief Executive Officer Pursuant to U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer Pursuant to U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
b.) Current Reports on Form 8-K
1. Current Report on Form 8-K dated April 26, 2002. (Announcing that Hudson
United Bancorp reported net income of $42.3 million for the quarter
ended 3/31/02)
2. Current Report on Form 8-K dated April 18, 2002. (Announcing that Hudson
United Bancorp declared a $0.28 per share dividend)
3. Current Report on Form 8-K dated May 2, 2002. (Announcing that Hudson
United Bank issued $200 million of 7% subordinated debt)
4. Current Report on Form 8-K dated May 22, 2002. (Announcing the
engagement of Ernst & Young, replacing Arthur Anderson as outside
auditors)
5. Current Report on Form 8-K dated June 26, 2002. (Announcing the
acquisition of certain assets and liabilities of Connecticut Bank of
Commerce)
27
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hudson United Bancorp
August 14, 2002 /s/ KENNETH T. NEILSON
- ------------------ -----------------------------------------------------
Date Kenneth T. Neilson
Chairman, President and Chief Executive Officer
August 14, 2002 /s/ WILLIAM A. HOULIHAN
- ------------------ -----------------------------------------------------
Date William A. Houlihan
Executive Vice President and Chief Financial Officer
28