SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 13, 2008
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Hudson Valley Holding Corp.
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(Exact Name of Registrant as specified in charter)
New York 030525 13-3148745
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
21 Scarsdale Road, Yonkers New York 10707
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 961-6100
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Not applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a.-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.02(a). NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
In preparing the Consolidated Financial Statements of Hudson Valley
Holding Corp. (the "Company") for the year ended December 31, 2007, the Company
determined that its previously issued Consolidated Statements of Cash Flows in
certain prior periods contained errors resulting primarily from the
misclassification of changes in bank owned life insurance, goodwill and
intangible assets as operating cash flows rather than investing activities.
These errors resulted in an understatement of cash provided by operating
activities and a corresponding understatement of cash used in investing
activities. These errors had no effect on (Decrease) Increase in Cash and Due
from Banks or Cash and due from banks in any of the affected periods. These
errors also had no affect on the Company's net interest income, net income,
earnings per share, total assets and total stockholders' equity. Accordingly,
the Company's capital ratios remain unchanged.
As a result, on March 13, 2008, management recommended to the Audit
Committee of the Board of Directors that the Company's previously issued
consolidated statements of cash flows for each of the years ended December 31,
2006 and 2005, as well as its interim condensed consolidated statements of cash
flows for the nine-month periods ended September 30, 2007 and 2006, the
six-month periods ended June 30, 2007 and 2006 and the three-month periods ended
March 31, 2007 and 2006, be restated to properly reflect these cash flows. The
Audit Committee agreed with management's recommendation and has authorized the
filing of this report. Accordingly, the Company's consolidated financial
statements for these periods and the related reports of its independent
registered public accounting firm should not be relied upon.
The Company's 2007 Annual Report on Form 10-K, which is being filed
concurrently with this report, includes the restated Consolidated Statements of
Cash Flows for each of the years ended December 31, 2006 and 2005. The Company
will restate its interim condensed consolidated statements of cash flows for the
three, six and nine-month periods ended March 31, 2007, June 30, 2007 and
September 30, 2007.
The Company's Audit Committee has discussed the matters disclosed in this Item
4.02(a) with its independent registered public accounting firms, Deloitte &
Touche LLP for years 2006 and 2005 and Crowe Chizek and Company LLC for year
2007.
A summary presentation of these cash flow restatements is presented below for
each of:
- - the years ended December 31, 2006 and 2005;
- - the nine-month periods ended September 30, 2007 and 2006;
- - the six-month periods ended June 30, 2007 and 2006; and
- - the three-month periods ended March 31, 2007 and 2006.
AS
PREVIOUSLY AS
(DOLLARS IN THOUSANDS) PRESENTED ADJUSTMENT RESTATED
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FOR THE YEAR ENDED DECEMBER 31, 2006:
Increase in cash value of bank owned life insurance -- $ (427) $ (427)
Amortization of other intangible assets ........... -- 822 822
Deferred tax (benefit) ............................ $ 959 324 1,283
Decrease (increase) in other assets ............... (9,211) 8,412 (799)
NET CASH PROVIDED BY OPERATING ACTIVITIES ............ 29,595 9,131 38,726
Premiums paid on bank owned life insurance ........ -- (680) (680)
Increase in goodwill .............................. -- (4,544) (4,544)
Increase in other intangible assets ............... -- (3,907) (3,907)
NET CASH USED IN INVESTING ACTIVITIES ................ (237,007) (9,131) (246,138)
FOR THE YEAR ENDED DECEMBER 31, 2005:
Increase in cash value of bank owned life insurance -- $ (474) $ (474)
Amortization of other intangible assets ........... -- 264 264
Deferred tax (benefit) ............................ $ (671) (150) (821)
Decrease (increase) in other assets ............... (2,978) 2,638 (340)
NET CASH PROVIDED BY OPERATING ACTIVITIES ............ 36,742 2,278 39,020
Premiums paid on bank owned life insurance ........ -- (705) (705)
Increase in goodwill .............................. -- (1,573) (1,573)
NET CASH USED IN INVESTING ACTIVITIES ................ (187,204) (2,278) (189,482)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007:
Increase in cash value of bank owned life insurance -- $ (225) $ (225)
Amortization of other intangible assets ........... -- 616 616
Deferred tax (benefit) ............................ $ (905) 192 (713)
Decrease (increase) in other assets ............... 2,720 (190) 2,530
NET CASH PROVIDED BY OPERATING ACTIVITIES ............ 30,986 393 31,379
Premiums paid on bank owned life insurance ........ -- (393) (393)
NET CASH USED IN INVESTING ACTIVITIES ................ 33,594 (393) 33,201
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006:
Increase in cash value of bank owned life insurance -- $ (225) $ (225)
Amortization of other intangible assets ........... -- 616 616
Decrease (increase) in other assets ............... (5,681) 5,805 124
NET CASH PROVIDED BY OPERATING ACTIVITIES ............ 22,985 6,196 29,181
Premiums paid on bank owned life insurance ........ -- (834) (834)
Increase in goodwill .............................. -- (1,455) (1,455)
Increase in other intangible assets ............... -- (3,907) (3,907)
NET CASH USED IN INVESTING ACTIVITIES ................ (200,804) (6,196) (207,000)
AS
PREVIOUSLY AS
(DOLLARS IN THOUSANDS) PRESENTED ADJUSTMENT RESTATED
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FOR THE SIX MONTHS ENDED JUNE 30, 2007:
Increase in cash value of bank owned life insurance -- $ (150) $ (150)
Amortization of other intangible assets ........... -- 411 411
Deferred tax (benefit) ............................ $ (815) 127 (688)
Decrease (increase) in other assets ............... 764 (28) 736
NET CASH PROVIDED BY OPERATING ACTIVITIES ............ 20,031 360 20,391
Premiums paid on bank owned life insurance ........ -- (360) (360)
NET CASH USED IN INVESTING ACTIVITIES ................ (106,917) (360) (107,277)
FOR THE SIX MONTHS ENDED JUNE 30, 2006:
Increase in cash value of bank owned life insurance -- $ (150) $ (150)
Amortization of other intangible assets ........... -- 411 411
Decrease (increase) in other assets ............... (6,034) 5,870 (164)
NET CASH PROVIDED BY OPERATING ACTIVITIES ............ 16,576 6,131 22,707
Premiums paid on bank owned life insurance ........ -- (769) (769)
Increase in goodwill .............................. -- (1,455) (1,455)
Increase in other intangible assets ............... -- (3,907) (3,907)
NET CASH USED IN INVESTING ACTIVITIES ................ (158,944) (6,131) (165,075)
FOR THE THREE MONTHS ENDED MARCH 31, 2007:
Increase in cash value of bank owned life insurance -- $ (75) $ (75)
Amortization of other intangible assets ........... -- 205 205
Deferred tax (benefit) ............................ $ (382) 65 (317)
Decrease (increase) in other assets ............... 659 100 759
NET CASH PROVIDED BY OPERATING ACTIVITIES ............ 6,808 295 7,103
Premiums paid on bank owned life insurance ........ -- (295) (295)
NET CASH USED IN INVESTING ACTIVITIES ................ (95,373) (295) (95,668)
FOR THE THREE MONTHS ENDED MARCH 31, 2006:
Increase in cash value of bank owned life insurance -- $ (75) $ (75)
Amortization of other intangible assets ........... -- 205 205
Decrease (increase) in other assets ............... (6,275) 5,775 (500)
NET CASH PROVIDED BY OPERATING ACTIVITIES ............ 4,570 5,905 10,626
Premiums paid on bank owned life insurance ........ -- (543) (543)
Increase in goodwill .............................. -- (1,455) (1,455)
Increase in other intangible assets ............... -- (3,907) (3,907)
NET CASH USED IN INVESTING ACTIVITIES ................ (161,618) (5,905) (167,523)
This Current Report on Form 8-K contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements relate to future events or our future
financial performance. We have attempted to identify forward-looking statements
by terminology including "anticipates," "believes," "can," "continue," "could,"
"estimates," "expects," "intends," "may," "plans," "potential," "predicts,"
"should" or "will" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, that may cause our or the banking
industry's actual results, level of activity, performance or achievements to be
materially different from any future results, level of activity, performance or
achievements expressed or implied by these forward-looking statements. Factors
that may cause actual results to differ materially from those contemplated by
such forward-looking statements include, but are not limited to, material
adverse changes in the Company's operations or earnings, or a decline in the
economy in the New York Metropolitan area. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HUDSON VALLEY HOLDING CORP.
By: /s/ Stephen R. Brown
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Senior Executive Vice President,
Chief Financial Officer and
Treasurer
March 14, 2008