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Webster Financial DEFA14A 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 14A (RULE 14A-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box:
Webster Financial Corporation
(Exact Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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WEBSTER REPORTS THIRD QUARTER RESULTS WATERBURY, Conn., October 22, 2009 – Webster Financial Corporation (NYSE: WBS), the holding company for Webster Bank, N.A., today announced a consolidated net loss of $19.2 million and net loss available to common shareholders of $26.1 million for the quarter ended September 30, 2009. For the first nine months of 2009, the consolidated net loss was $61.9 million and net loss available to common shareholders was $30.9 million. Key points for the quarter: Strong deposit growth of $426 million in the quarter; up $1.7 billion year to date. Improved loan-to-deposit ratio of 83 percent compared to 88 percent at June 30, 2009. Improved core to total deposit ratio of 69 percent compared to 65 percent at June 30, 2009. Improved net interest margin of 3.18 percent compared to 3.04 percent for the second quarter of 2009. Increased the allowance for credit losses to 2.97 percent of total loans; recorded $85.0 million in provision for credit losses and net charge-offs of $64.6 million. Higher core pre-tax, pre-provision earnings of $56 million compared to $51 million for the second quarter. The Warburg Pincus investment announced on July 27, 2009 added $40 million of common equity during the quarter. The remaining $75 million investment in common equity, non-voting perpetual participating preferred stock, and warrants was completed on October 15, 2009 after receipt of regulatory approval. Webster Chairman and Chief Executive Officer James C. Smith said, “Webster reported progress on several fronts in the quarter. Capital levels continue to improve and are well in excess of all regulatory requirements; earnings before credit provisions increased by 10 percent; and deposits and deposit market share are on the rise. We saw significant improvement in the net interest margin, loan delinquencies were flat for the third consecutive quarter and overall performance was solid considering the challenging environment”
Warburg Pincus investment
Smith said, “The recent approval by the Fed and funding of the balance of the Warburg Pincus investment has significantly boosted our capital position subsequent to the quarter end. We are pleased to have this transaction completed and to have Warburg as an investor in Webster”. Net interest income
2
Provision for credit losses
Noninterest income
Noninterest expenses
3
Income taxes
Investment securities
Loans
Asset quality
4
Deposits and borrowings
*** Webster Financial Corporation is the holding company for Webster Bank, National Association. With $17.8 billion in assets, Webster provides business and consumer banking, mortgage, financial planning, trust and investment services through 181 banking offices, 492 ATMs, telephone banking and the Internet. Webster Bank owns the asset-based lending firm Webster Business Credit Corporation, the insurance premium finance company Budget Installment Corp., Center Capital Corporation, an equipment finance company headquartered in Farmington, Conn., and provides health savings account trustee and administrative services through HSA Bank, a division of Webster Bank. Member FDIC and equal housing lender. For more information about Webster, including past press releases and the latest annual report, visit the Webster website at www.websteronline.com. *** Conference Call A conference call covering Webster’s third quarter earnings announcement will be held today, Thursday, October 22, at 9:00 a.m. EDT and may be heard through Webster’s investor relations website at www.wbst.com, or in listen-only mode by calling 1-877-407-8289 or 201-689-8341 internationally. The call will be archived on the website and available for future retrieval.
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Forward-looking statements This press release may contain forward looking statements within the meaning of the Securities Exchange Act of 1934, as amended. Actual results could differ materially from management expectations, projections and estimates. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, any failure to receive the approval of Webster’s shareholders in connection with Warburg Pincus’ investment, changes in tax policies, rates and regulations of federal, state and local tax authorities, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of our loan and investment portfolios, changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting our operations, markets, products, services and prices. Some of these and other factors are discussed in the annual and quarterly reports of Webster Financial Corporation previously filed with the Securities and Exchange Commission. Such developments, or any combination thereof, could have an adverse impact on the company’s financial position and results of operations. Except as required by law, Webster does not undertake to update any such forward looking statements. Additional Information In connection with the Investment Agreement, Webster has filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement. Webster will mail the definitive proxy statement, when available, to its shareholders. Investors and security holders are urged to read the proxy statement regarding the investment when it becomes available because it will contain important information. You may obtain a free copy of the proxy statement (when available) and other related documents filed by Webster with the SEC at the SEC’s website at http://www.sec.gov. The definitive proxy statement (when available) and the other documents may also be obtained for free by accessing Webster’s website at http://www.websterbank.com under the heading “Investor Relations” and then under the heading “Financial Reports” and then under the heading “SEC Filings.” Participants in the Solicitation Webster and its directors, executive officers and certain other members of management and employees may be soliciting proxies from shareholders in favor of certain matters relating to Warburg Pincus’ investment. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders in connection with such matters is filed with the SEC. Information about the directors and executive officers of Webster is set forth in Webster’s definitive proxy statement filed with the SEC on March 20, 2009. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the preliminary proxy statement filed with the SEC on September 21, 2009. You may obtain a free copy of the definitive proxy statement (when available) and other related documents filed by Webster with the SEC at the SEC’s website at http://www.sec.gov. The definitive proxy statement (when available) and the other documents may also be obtained for free by accessing Webster’s website at http://www.websterbank.com under the heading “Investor Relations” and then under the heading “Financial Reports” and then under the heading “SEC Filings.”
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Non-GAAP Financial Measures In addition to results presented in accordance with GAAP, this press release contains certain non-GAAP financial measures. A reconciliation of net income and other performance ratios, as adjusted, is included in the accompanying selected financial highlights table. We believe that providing certain non-GAAP financial measures provides investors with information useful in understanding our financial performance, our performance trends and financial position. Specifically, we provide measures based on what we believe are our operating earnings on a consistent basis and exclude non-core operating items which affect the GAAP reporting of results of operations. We utilize these measures for internal planning and forecasting purposes. We, as well as securities analysts, investors and other interested parties, also use these measures to compare peer company operating performance. We believe that our presentation and discussion, together with the accompanying reconciliations, provides a complete understanding of factors and trends affecting our business and allows investors to view performance in a manner similar to management. These non-GAAP measures should not be considered a substitute for GAAP basis measures and results and we strongly encourage investors to review our consolidated financial statements in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. —30—
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WEBSTER FINANCIAL CORPORATION Selected Financial Highlights (unaudited)
Footnotes:
WEBSTER FINANCIAL CORPORATION Consolidated Balance Sheet (unaudited)
See Selected Financial Highlights for footnotes.
WEBSTER FINANCIAL CORPORATION Consolidated Statements of Operations (unaudited)
See Selected Financial Highlights for footnotes.
WEBSTER FINANCIAL CORPORATION Five Quarter Consolidated Statements of Operations (unaudited)
See Selected Financial Highlights for footnotes.
WEBSTER FINANCIAL CORPORATION Five Quarter Interest-Rate Spreads (unaudited)
Consolidated Average Balances, Yields and Rates Paid (unaudited)
See Selected Financial Highlights for footnotes.
WEBSTER FINANCIAL CORPORATION Consolidated Average Balances, Yields and Rates Paid (unaudited)
See Selected Financial Highlights for footnotes.
WEBSTER FINANCIAL CORPORATION Five Quarter Loan balances (unaudited)
See Selected Financial Highlights for footnotes.
WEBSTER FINANCIAL CORPORATION Five Quarter Nonperforming Assets (unaudited)
See Selected Financial Highlights for footnotes.
WEBSTER FINANCIAL CORPORATION Five Quarter Past Due Loans (unaudited)
See Selected Financial Highlights for footnotes.
WEBSTER FINANCIAL CORPORATION Five Quarter Changes in the Allowance for Credit Losses (unaudited)
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