UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 Commission file number 0 - 12784 WESTBANK CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 04 - 2830731 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I.D. No.) 225 Park Avenue, West Springfield, Massachusetts 01090-0149 (Address of principal executive offices) (Zip Code) (413) 747-1400 (Registrant's telephone number, including area code) 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 Common stock, par value $2 per share: $3,136,033 shares outstanding as of July 31, 1994. WESTBANK CORPORATION AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION Page Financial Statements Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income 4 Condensed Consolidated Statement of Stockholders' Equity 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Condensed Financial Statements 7-9 Management's Discussion and Analysis of Financial Condition and Results of Operation 9-18 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings 19 ITEM 2. Changes in Rights of Securities Holders 19 ITEM 3. Defaults by Company on its Senior Securities 19 ITEM 4. Results of Votes on Matters Submitted to a Vote 	 of Security Holders 19 ITEM 5. Other Information 19 ITEM 6. Exhibits and Reports on Form 8-K 19 Signatures 20 WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 1994 AND DECEMBER 31, 1993 (Dollar amounts in thousands) ASSETS June 30, 1994 Dec. 31, 1993 Cash and due from banks (Unaudited) Non-interest bearing $ 11,919 $ 9,621 Interest bearing 365 353 Federal Funds sold 13,000 3,000 Securities available for sale (approximate market value of $9,654 in 1994 and $5,085 in 1993) 9,654 4,945 Securities held to maturity (approximate market value of $16,860 in 1994 and $27,398 in 1993) 17,192 26,633 Mortgage-backed securities (approximate market value of $358 in 1994 and $422 in 1993 359 401 Loans $ 182,783 $ 176,090 Allowance for loan losses (3,954) (3,472) Net-loans 178,829 172,618 Bank premises and equipment 3,275 3,088 Other Real Estate Owned (OREO) $ 2,776 $ 3,601 In-substance foreclosures 1,302 1,979 Valuation allowance (669) (440) Net-O.R.E.O. 3,409 5,140 Accrued interest receivable 1,639 1,560 Deferred income tax receivable 769 369 Prepaid/refundable income tax 88 50 Other assets 1,093 1,085 TOTAL ASSETS $ 241,591 $ 228,863 LIABILITIES AND EQUITY Deposits Non-interest bearing $ 35,647 $ 34,499 Interest bearing 184,324 167,932 Total Deposits 219,971 202,431 Borrowed funds 6,103 12,420 Accrued interest payable 503 541 Other liabilities 324 200 Total Liabilities 226,901 215,592 Stockholders' Equity Preferred stock - $5 par value Authorized - 100,000 shares Issued - none 0 0 Common stock - $2 par value Authorized - 9,000,000 shares Issued - 3,135,073 shares in 1994 and 3,125,506 shares in 1993 6,270 6,251 Additional paid in capital 6,868 6,861 Retained earnings 1,608 159 Net unrealized gain/loss on sec. avail. for sale (56) 0 Total Stockholders' Equity 14,690 13,271 TOTAL LIABILITIES AND EQUITY $ 241,591 $ 228,863 See accompanying notes to condensed consolidated financial statements. WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR QUARTER AND SIX MONTHS ENDED JUNE 30, 1994 AND 1993 (Unaudited) (Dollar amounts in thousands) QUARTER ENDED SIX MONTHS ENDED 6-30-94 6-30-93 6-30-94 6-30-93 Income: Interest and fees on loans $ 3,634 $ 3,791 $ 7,150 $ 7,607 Interest from temporary investments 47 40 61 83 Interest and dividends from securities 413 504 896 922 Total interest and dividend income 4,094 4,335 8,107 8,612 Interest expense 1,496 1,802 2,902 3,682 Net interest income before provision for loan losses 2,598 2,533 5,205 4,930 Provision for loan losses 365 80 712 305 Interest income after provision for loan losses 2,233 2,453 4,493 4,625 Security gains 0 77 150 173 Other non-interest income 658 505 1,254 1,033 Income before operating expenses 2,891 3,035 5,897 5,831 Operating Expenses: Salaries and benefits 951 866 1,859 1,828 Other real estate - prov. for losses 185 409 426 664 - operating expense 116 200 220 350 Other non-interest expense 808 958 1,640 1,806 Occupancy - net 174 163 359 323 Total operating expenses 2,234 2,596 4,504 4,971 Income before income taxes 657 439 1,393 860 Income taxes (benefit) 124 82 (56) 162 Income before cumulative effect of change in accounting principle 533 357 1,449 698 Cumulative effect of change in accounting principle - income taxes 0 0 0 400 Net Income $ 533 $ 357 $ 1,449 $ 1,098 Earnings per share before cumulative effect of change in accounting principle $ .17 $ .11 $ .45 $ .22 Earnings per share after cumulative effect of change in acct principle - income taxes $ .17 $ .11 $ .45 $ .35 Weighted average of common and common share equivalents 3,202,174 3,156,876 3,197,527 3,150,942 See accompanying notes to condensed consolidated financial statements. WESTBANK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 1993 AND SIX MONTHS ENDED JUNE 30, 1994 (1994 Unaudited) (Dollar amounts in thousands) NET UNREALIZED GAIN ON COMMON STOCK ADDITIONAL SECURITIES NUMBER OF PAR PAID IN RETAINED AVAILABLE SHARES VALUE CAPITAL EARNINGS FOR SALE TOTAL DECEMBER 31, 1992 3,115,689 $ 6,231 $ 6,849 $( 1,788) $ 0 $11,292 Shares issued under stock option plan 5,700 12 12 Shares issued under stock purchase plan 4,117 8 12 20 Net income for the year ended December 31, 1993 1,947 1,947 DECEMBER 31, 1993 3,125,506 6,251 6,861 159 0 $13,271 Shares issued under stock option plan 7,364 15 15 Shares issued under stock purchase plan 2,203 4 7 11 Net unrealized gain on sec. avail. for sale (56) (56) Net income for six months ended June 30, 1994 1,449 1,449 									 JUNE 30, 1994 3,135,073 $ 6,270 $ 6,868 $1,608 $(56) $14,690 See accompanying notes to condensed consolidated financial statements. WESTBANK CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows For the Six Months Ended June 30, 1994 and 1993 (Unaudited) (Dollar amounts in thousands) INCREASE/(DECREASE) IN CASH FLOW FROM: SIX MONTHS ENDED 06-30-94 06-30-93 OPERATING ACTIVITIES: Net Income $ 1,449 $ 1,098 Adjustments to reconcile net income to net cash from operating activities: Provision for loan losses 712 305 Provision for depreciation and amortization 301 394 Charge off in carrying value of other real estate owned 426 664 Gain on sale of investment securities ( 150) ( 173) Increase/(Decrease) In Cash Flow From: Accrued interest receivable ( 79) 118 Accrued interest payable ( 38) ( 71) Income tax benefit ( 438) ( 573) Other assets ( 8) 81 Other liabilities 124 ( 2) INVESTING ACTIVITIES: Proceeds from maturities of investments and mortgage-backed securities 1,437 11,836 Proceeds from sales of securities available for sale 4,923 5,077 Purchases of investment and mortgage-backed securities (1,492) (18,714) Loans - net of non cash transfers to other assets (6,495) 2,103 Proceeds from sale of other real estate owned and	 in-substance foreclosures 877 909 Purchases of bank premises and equipment ( 488) ( 216) (1,238) 995 FINANCING ACTIVITIES: Deposits 17,540 ( 1,240) Increase/(decrease) in short term borrowings (6,317) ( 1,211) Proceeds from exercise of stock options and stock purchase plan 26 (4) 11,249 ( 2,447) Increase/(decrease) in cash and cash equivalents 12,310 389 Cash and cash equivalents at beginning of period 12,974 17,607 Cash and cash equivalents at end of period $25,284 $ 17,996 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash paid during the six months: Interest on deposits and other borrowings $ 2,939 $ 3,753 Income taxes 270 325 Non-cash investing activities: Transfer of loans to other real estate owned and in-substance foreclosure $ 314 $ 418 See accompanying notes to condensed consolidated financial statements. WESTBANK CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE A - GENERAL INFORMATION Westbank Corporation (hereinafter sometimes referred to as "Westbank") is a registered Bank Holding Company organized to facilitate the expansion and diversification of the business of Park West Bank and Trust Company (hereinafter sometimes referred to as "Park West") into additional financial services related to banking which are permitted by the Federal Bank Holding Company Act of 1956, as amended. Westbank became the owner of all of Park West's outstanding capital stock effective July 2, 1984. On February 20, 1987, Westbank became the owner of all the outstanding stock of Chicopee Co-operative Bank (hereinafter sometimes referred to as "Chicopee"), a state-chartered stock co-operative bank. On February 26, 1990, the merger of Chicopee Co-operative Bank into Park West Bank and Trust company was completed with the Chicopee Office becoming a full service office operating under the charter of Park West. Substantially all operating income and net income of the Corporation are presently accounted for by Park West. NOTE B - CURRENT OPERATING ENVIRONMENT In March, 1992, Park West's Board of Directors entered into a formal agreement ("Agreement") with the Federal Deposit Insurance Corporation and the Commissioner of Banks for the Commonwealth of Massachusetts (the "Commissioner"). The Agreement requires Park West to take certain affirmative actions in response to a 1991 examination by the FDIC and the Commissioner. The affirmative actions required by the Agreement include, the development and implementation of a written management plan and a plan to improve Park West's earnings; the development and implementation of a comprehensive policy for determining the adequacy of Park West's allowance for loan and lease losses; the development and implementation of a policy to lessen Park West's risk position with respect to certain borrowers; the development and implementation of a written funds management policy; the increase of Park West's Tier 1 capital to total asset ratio to 6% by June 30, 1994; an agreement not to declare or pay dividends without the prior approval of the FDIC and the Commissioner, as well as an agreement not to make any payments to, or for the benefit of, any affiliated organization without such prior approval. At June 30, 1994, the Bank met the interim Tier 1 capital requirements outlined in the Agreement and has submitted all of the required plans and policies as called for under the Agreement. Park West anticipates that it will continue to be able to comply with the terms of the Agreement. Failure to do so could result in additional administrative actions by the FDIC or the Commissioner, any of which actions could have a substantial negative impact on Park West. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was enacted into law on December 19, 1991 and imposes significant new regulatory restrictions and requirements on banking institutions insured by the FDIC and their holding companies. Effective December 19, 1992, FDICIA established five capital categories into which financial institutions are placed based on capital level. The capital categories established by FDICIA are: well capitalized; adequately capitalized; undercapitalized; significantly undercapitalized; and critically under- capitalized. Each capital category establishes different degrees of regulatory restrictions which can apply to a financial institution. As of June 30, 1994, Park West's capital was at a level that placed the Bank in the adequately capitalized category. As a result of Park West's capital classification the following restriction applies: The Bank may not accept, renew, or rollover any brokered deposits without prior written permission of the FDIC. FDICIA imposes a variety of other restrictions and requirements on insured banks. These include significant new regulatory reporting requirements for fiscal years commencing after December 31, 1992, a system of risk-based deposit insurance premiums and civil money penalties for inaccurate deposit assessment reports. In addition, a system of regulatory standards for bank and bank holding company operations, detailed new truth in savings disclosure requirements, and restrictions on activities authorized by state law but not authorized for national banks. The weak economy and real estate market continues to impair the financial results of the Corporation. Despite these weaknesses the Corporation has managed significant improvements in the level of non-performing assets. As a result of the continued aggressive management of problem loans and an on-going expense reduction program, the Board of Directors and management believe the Corporation is positioned to sustain compliance with the Agreement as well as the requirements of FDICIA. NOTE C - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements for the second quarter ended June 30, 1994 and 1993 have been prepared in accordance with generally accepted accounting principles for interim information and with instructions for Form 10-Q. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 1994, are not necessarily indicative of the results that may be expected for the year ended December 31, 1994. For further information, please refer to the Consolidated Financial Statements and footnotes thereto included in the Westbank Corporation's Annual Report on Form 10-K for the year ended December 31, 1993. NOTE D - CHANGES IN ACCOUNTING PRINCIPLES On January 1, 1994, the Bank adopted Statement on Financial Accounting Standards (SFAS) No. 115 "Accounting for Certain Investments in Debt and Equity Securities". This pronouncement requires that securities classified as available for sale be reported at fair value with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders' equity. The effect of the implementation of this pronouncement was to decrease stockholders' equity by approximately $56,000 (net of tax effect) on June 30, 1994. The Corporation adopted "SFAS 115" by categorizing all investments with a maturity of less than three years as available for sale. In addition, any mortgage-backed securities created out of the Banks own inventory of residential real estate loans is also considered available for sale. All other investments are considered to be held to maturity. The securities available for sale as disclosed in the accompanying Consolidated Balance Sheet are stated at cost for 1993 and market value for 1994. There were no sales out of the investment portfolio during the first two quarters of 1994. NOTE E - EARNINGS PER SHARE Earnings per share were computed by dividing net income by the weighted average number of shares of common stock outstanding and common stock equivalent shares arising from unexercised stock options. NOTE F - COMMITMENTS AND CONTINGENT LIABILITIES In the normal course of business, there are outstanding commitments and contingent liabilities, such as, standby letters of credit and commitments to extend credit. As of June 30, 1994 standby letters of credit amounted to $724,000 and loan commitments were $34,580,000 and unused balances available on home equity lines of credit were $8,136,000. Trust Assets - Property with a book value of $87,445,581 at June 30, 1994 held for customers by a subsidiary in a fiduciary or agency capacity, is not included in the accompanying Balance Sheet since such items are not assets of the Bank. NOTE G - STOCKHOLDERS' EQUITY The FDIC imposes leverage capital ratio requirements for state non-member Banks. The Bank's leverage capital ratio as of June 30, 1994 and December 31, 1993 was 6.40% and 5.90%, respectively. In addition, the FDIC has established risk-based capital requirements for insured institutions of, Tier 1 risk-based capital of 4.00% and total risk-based capital of 8.00%. The Bank's risk-based capital at June 30, 1994, for Tier 1 was 8.26% and total risk-based capital was 9.52%. As discussed in NOTE B, the Formal Agreement requires Park West to increase its level of Tier 1 leverage capital and to comply with the minimum requirements of risk-based capital. As of June 30, 1994, the Bank was in compliance with all required capital targets. The Agreement required that Park West's Tier 1 leverage capital ratio be increased to a minimum of 6% by June 30, 1994. As of June 30, 1994 Park West Tier 1 leverage capital ratio was 6.40% exceeding the requirement of the Agreement. Under the agreement, the Corporation is prohibited from paying dividends without the prior approval of the FDIC and the Massachusetts Commissioner of Banks. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Total consolidated assets amounted to $241,591,000 on June 30, 1994, compared to $228,863,000 on December 31, 1993. As of June 30, 1994 and June 30, 1993 earning assets amounted to, respectively, $223,353,000 or 92% of total assets, and $209,045,000 or 90% of total assets. Operations reflect net income for the current quarter of $533,000 as compared to a net income of $357,000 for the same quarter during 1993. For the six months and year-to-date period June 30, 1994, net income totals $1,449,000 compared to net income of $1,098,000 for the same period one year ago. An overall reduction in interest income and interest expense reflects an increase in loan volume and decreases in deposit volume and interest rates on earning assets and interest bearing deposits. Further analysis is provided in sections on net interest income and supporting schedules. An increase has been reflected in the provision for loan losses in the current quarter with $365,000 being provided compared to $80,000 in the 1993 quarter, and an increase of $407,000 for the six month period. Decreases are noted in other real estate provisions and operating expenses. This expense totalled $301,000 for the current quarter compared with $609,000 a year ago, a decrease of $308,000, these comparable expenses reflect a decrease of $368,000 for the six month period. Loans and leases written-off against the allowance for loan losses after recoveries amounted to net recoveries of $(126,000) in the current quarter compared to net charge offs of $143,000 during the quarter ended June 30, 1993. After giving effect to the actions described above, the allowance for loan losses at June 30, 1994, totalled $3,954,000 or 2.17% of total loans as compared to $3,472,000 or 1.97% at December 31, 1993. Non-performing past due loans/leases at June 30, 1994, aggregated $5,241,000 or 2.87% of total loans/leases compared to $1,902,000 or 1.08% at December 31, 1993. The percentage of non-performing and past due loans compared to total assets on those same dates respectively amounted to 2.17% and 0.83%. Other-real-estate-owned and in-substance foreclosures-net amounted to $3,409,000 at June 30, 1994 compared to $5,140,000 at December 31, 1993. The percentage as compared to total assets on those same dates respectively amounted to 1.41% and 2.25%. Management has made every effort to recognize all circumstances known at this time which could affect the collectibility of loans and has reflected such circumstances in deciding as to the provision for loan losses, the writing down of other real estate owned and in-substance foreclosures to fair value, the charge-off of loans and the balance in the allowance for losses. Management deems, that the provision for the quarter, and the balance in the allowance for loan losses, are adequate based on results provided by the loan grading system and circumstances known at this time. NET INTEREST INCOME The Corporation's earning assets include a diverse portfolio of earning instruments ranging from the Corporation's core business of loan extensions to interest-bearing securities issued by federal, state and municipal authorities. These earning assets are financed through a combination of interest-bearing and interest-free sources. Net interest income, the most significant component of earnings, is the amount by which the interest generated by assets exceeds the interest expense on liabilities. For analytical purposes, the interest earned on tax exempt assets is adjusted to a "tax equivalent" basis to recognize the income tax savings which facilitates comparison between taxable and tax exempt assets. The Corporation analyzes its performance by utilizing the concepts of interest rate spread and net yield on earning assets. The interest rate spread represents the difference between the yield on earning assets and interest paid on interest-bearing liabilities. The net yield on earning assets is the difference between the rate of interest on earning assets and the effective rate paid on all funds - interest-bearing liabilities, as well as, interest-free sources (primarily demand deposits and shareholders' equity). The balances and rates derived for the analysis of net interest revenue presented on the following pages reflect the consolidated assets and liabilities of the Corporation's principal earning subsidiary, Park West Bank and Trust Company. (Dollar amounts in thousands) Quarter Ended Six Months Ended 6-30-94 6-30-93 6-30-94 6-30-93 Interest revenue $ 4,094 $ 4,335 $ 8,107 $ 8,612 Interest expense 1,496 1,802 2,902 3,682 Net interest income 2,598 2,533 5,205 4,930 Tax equivalent adjustment 5 7 11 13 Net int. income (taxable equivalent) $ 2,603 $ 2,540 $ 5,216 $ 4,943 INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS (Dollar amounts in thousands) Quarter Ended June 30, 1994 1993 (Taxable Equivalent) Average Average Balance Rate Balance Rate Earning Assets $213,428 7.68% $208,585 8.33% Interest-bearing liabilities 180,208 3.32 188,288 3.83 Interest rate spread 4.36 4.50 Interest-free resources used to fund earning assets 33,220 20,297 Total Sources of Funds $213,428 2.80 $208,585 3.46 Net Yield on Earning Assets 4.88% 4.87% Six Months Ended June 30, 1994 1993 (Taxable Equivalent) Average Average Balance Rate Balance Rate Earning Assets $210,799 7.70% $208,387 8.28% Interest-bearing liabilities 178,269 3.26 188,982 3.90 Interest rate spread 4.44 4.38 Interest-free resources used to fund earning assets 32,530 19,405 Total Sources of Funds $210,799 2.75 $208,387 3.53 Net Yield on Earning Assets 4.95% 4.75% CHANGES IN NET INTEREST INCOME (Dollar amounts in thousands) QUARTER ENDED 6/30/1994 SIX MONTHS ENDED 6/30/1994 (Taxable Equivalent) O V E R O V E R QUARTER ENDED 6/30/1993 SIX MONTHS ENDED 6/30/1993 CHANGE DUE TO CHANGE DUE TO VOLUME RATE TOTAL VOLUME RATE TOTAL Interest Income: Loans/Leases $ 235 $ (394) $ (159) $ 268 $ (727) $ (459) Securities (85) (6) (91) Federal funds ( 4) 11 7 (30) 8 (22) -------------------------- Total Interest Earned 146 (389) (243) 189 (696) (507) -------------------------- Interest Expense: Interest bearing deposits (59) (225) (284) (187) (561) (748) Other Borrowed Funds (14) ( 8) ( 22) -------------------------- --------------------------- Total Interest Expense $ (73) $ (233) $ (306) $ (201) $ (579) $ (780) -------------------------- Net Interest Income $ 219 $ (156) $ 63 $ 390 $ (117) $ (273) -------------------------- Net interest earned on a taxable equivalent basis increased to $2,603,000 in the second quarter of 1994, up $63,000 as compared with the same period of 1993. Average earning assets increased during the second quarter of 1994. The average earning base was $213,428,000 compared to $208,585,000 in the same period last year, an increase of $4,843,000. For the six month period ended June 30, 1994, net interest earned on a tax equivalent basis increased to $5,216,000 up by $273,000 as compared with the comparable period of 1993 or 5.5%. Average earning assets increased by $2,412,000 or 1.1% and the net yield on earning assets increased to 4.95% from 4.75% for the six month period ending June 30, 1994 compared to June 30, 1993. OPERATING EXPENSES The components of total operating expenses for the periods and their percentage of gross income are as follows: (Dollar amounts in thousands) QUARTER ENDED 6-30-94 6-30-93 Amount Percent Amount Percent Salaries and benefits $ 951 20.01% $ 866 17.62% Other real estate - provision for losses 185 3.89 409 8.31 - operating expense 116 2.44 200 4.07 Other non-interest expense 808 17.00 958 19.48 Occupancy - net 174 3.66 163 3.32 Total Operating Expenses $2,234 47.00% $2,596 52.80% ------ ------ ------ ------ SIX MONTHS ENDED 6-30-94 6-30-93 Amount Percent Amount Percent Salaries and benefits $1,859 19.55% $1,828 18.62% Other real estate - provision for losses 426 4.48 664 6.76 - operating expense 220 2.31 350 3.56 Other non-interest expense 1,640 17.24 1,806 18.39 Occupancy - net 359 3.78 323 3.30 Total Operating Expenses $4,504 47.36% $4,971 50.63% ------ ------ ------ ------ INCOME TAXES In February, 1992, the Financial Accounting Standards Board issued a statement of financial accounting standard No. 109, "Accounting for Income Taxes" ("SFAS 109"). The statement requires the recognition of deferred tax liabilities and deferred tax assets, net of applicable reserves, related to net operating loss carryforwards and temporary differences. Effective January 1, 1993, the Corporation prospectively adopted SFAS 109, resulting in a $400,000 benefit which has been reported as a cumulative effect of change in accounting principle. During the first six months of 1994 Westbank recorded a tax benefit of $56,000 which is primarily the result of a decrease in the valuation reserve of $400,000 pertaining to deferred tax assets offset by the provision for current taxes. The decrease in such valuation reserve is due to the continued profitable performance of the Bank and the resultant consideration of the realizability of deferred tax assets and is in accordance with the guidance in Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". COMPONENTS OF CAPITAL June 30, December 30, (Dollar amounts in thousands) 1994 1993 Stockholders' Equity: Common stock $ 6,270 $ 6,251 Additional paid-in capital 6,868 6,861 Retained earnings 1,608 159 Net unrealized gain/(loss) on sec. avail. for sale (56) 0 ------- ------- Total Stockholders' Equity 14,690 13,271 Ratio of "Tier 1" leverage capital to total assets at end of period 6.08% 5.80% Regulatory risk-based capital requirements, which became effective on December 31, 1990, take into account the different risk categories of banking organizations by assigning risk weights to assets and the credit equivalent amounts of off-balance sheet exposures. In addition, capital is divided into two tiers. For this Corporation, Tier 1 includes the common stockholders' equity; Tier 2, or supplementary capital, includes not only the equity, but also, a portion of the allowance for loan losses, net unrealized gain/(losses) on securities available for sale are not permitted to be included for regulatory capital purposes. The following are the Corporation's risk-based capital ratios at June 30, 1994: Tier 1 Capital (minimum required 4.00%) 8.26% Tier 2 Capital (minimum required 8.00%) 9.52% The Agreement requires that Park West's Tier 1 leverage capital ratio be increased to a minimum of 6% by June 30, 1994. Under the Formal Order capital ratio targets have been set in six month intervals. At June 30, 1994 the Formal Order required Park West's Tier 1 leverage capital to be at a minimum of 6.00%. For Park West, Tier 1 leverage capital is calculated using quarterly average assets. At June 30, 1994 Park West's Tier 1 leverage capital to average assets was 6.40%, which is above the interim target established by the Agreement. Under the Agreement, the Corporation is prohibited from paying dividends without the prior approval of the FDIC and the Massachusetts Commissioner of Banks. INTEREST RATE SENSITIVITY The following table sets forth the distribution of the repricing of the Corporation's earning assets and interest bearing liabilities as of June 30, 1994. (Dollar amounts in thousands) Three Over Three Over One Year Months Months to to Over or Less One Year Five Years Five Years Total Earning Assets $ 87,775 $ 45,528 $ 54,804 $ 35,409 $223,516 Interest Bearing Liabilities 130,209 33,228 26,990 0 190,427 Interest Rate Sensitivity Gap $( 42,434) $ 12,300 $ 27,814 $ 35,409 $ 33,089 ---------- --------- --------- --------- -------- Cumulative Interest Rate Sensitivity Gap $( 42,434) $( 30,134) $( 2,320) $ 33,089 ---------- ---------- ---------- --------- Interest Rate Sensitivity Gap Ratio (18.98)% 5.50% 12.44% 15.84% Cumulative Interest Rate Sensitivity Gap Ratio (18.98)% (13.48)% (1.04)% 14.80% LIQUIDITY Cash and due from banks, federal funds sold, investment securities, mortgage- backed securities and loans available for sale, as compared to deposits and short term liabilities, are used by the Corporation to compute its liquidity on a daily basis. At June 30, 1994, the Corporation's ratio of such assets to total deposits and borrowed funds was 22.00%. PROVISION AND ALLOWANCE FOR LOAN/LEASE LOSSES (Dollar amounts in thousands) QUARTER ENDED SIX MONTHS ENDED 6-30-94 6-30-93 6-30-94 6-30-93 Balance at beginning of period $ 3,463 $ 3,405 $ 3,472 $ 3,442 Provision charged to expense 365 80 712 305 $ 3,828 $ 3,485 $ 4,184 $ 3,747 Less Charge-offs: Loans secured by real estate 0 106 267 125 Construction/land development 0 0 0 150 Commercial and industrial loans 0 45 128 144 Consumer loans 15 27 23 39 Lease financing receivables 7 14 7 55 $ 22 $ 192 $ 425 $ 513 Add-Recoveries: Loans secured by real estate 7 17 7 59 Construction/land developing 0 0 0 0 Commercial and industrial loans 136 11 178 18 Consumer loans 5 2 9 11 Lease financing receivables 0 16 1 17 148 46 195 105 Net charge-offs (recoveries) (126) 146 230 408 Balance at end of period $ 3,954 $ 3,339 $ 3,954 $ 3,339 Net Charge-offs (recoveries) to: Average loans/leases (.07%) .08% 1.30% .24% Loans/leases at end of period (.07%) .09% 1.30% .24% Allowance for loan/lease losses (3.19%) 4.37% 5.82% 12.22% Allowance for loan/lease losses as a percentage of: Average loans/leases 2.18% 1.96% 2.22% 1.94% Loans/leases at end of period 2.17% 1.95% 2.17% 1.95% During the most recent quarter, non-accrual loans increased by $3,400,000, the result of further deterioration of a few previously identified problem loans. In response to the increase in non-accrual loans, the Corporation has increased the balance of the allowance for loan/lease losses to $3,954,000 at the end of the second quarter. The approach the Corporation uses in determining the adequacy of the Allowance for Loan/Lease Losses is the combination of a target reserve and a general reserve allocation. Quarterly, based on an internal review of the Loan Portfolio, the Corporation identifies required reserve allocations targeted to recognized problem loans that, in the opinion of management, have potential loss exposure or questions relative to the depth of the collateral on these same loans. In addition, the Corporation allocates a general reserve against the remainder of the Loan Portfolio. NON-ACCRUAL, PAST DUE AND RESTRUCTURED LOANS (Dollar amounts in thousands) 06-30-94 03-31-94 12-31-93 09-30-93 06-30-93 Non-Accrual Loans: Loans secured by real estate $ 3,898 $ 513 $ 524 $ 585 $ 583 Construction/Land development 84 91 91 99 103 Commercial and Industrial Loans 483 466 445 392 563 Consumer Loans 19 7 18 24 42 Lease financing receivables 0 0 0 0 0 4,484 1,077 1,078 1,100 1,291 Loans Contractually past due 90 days or more still accruing: Loans secured by real estate 229 921 285 92 246 Construction/Land development 0 22 0 0 0 Commercial and Industrial Loans 49 16 5 26 0 Consumer Loans 23 18 31 15 8 Lease financing receivables 0 7 9 0 0 301 984 330 133 254 Restructured Loans * 456 617 494 955 923 Total non-accrual, past due and restructured Loans $ 5,241 $ 2,678 $ 1,902 $ 2,188 $ 2,468 Non-accrual, past due and restructured Loans as a percentage of total Loans 2.87% 1.50% 1.08% 1.29% 1.44% Allowance for Loan losses as a percentage of non accrual, past due and restructured Loans 75.44% 129.31% 182.54% 157.40% 135.29% OTHER REAL ESTATE Other real estate owned - net $ 2,107 $ 2,360 $ 3,161 $ 3,036 $ 3,143 In substance foreclosure 1,302 1,791 1,979 2,886 4,278 Total Other Real Estate $ 3,409 $ 4,151 $ 5,140 $ 5,922 $ 7,421 * As of June 30, 1994, 100% of restructured loans are performing in compliance with modified terms of their restructuring. WESTBANK CORPORATION AND SUBSIDIARIES QUARTERLY AVERAGE BALANCES INTEREST EARNED - INTEREST EXPENSE (RATES ON A TAX EQUIVALENT BASIS) (Dollar amounts in thousands) FOR THE QUARTER ENDED FOR THE QUARTER ENDED JUNE 30, JUNE 30, 1994 1993 ASSETS Balance Interest Rate Balance Interest Rate Federal funds sold and temporary investments $ 5,003 $ 47 3.76% $ 5,577 $ 40 2.87% Securities 27,133 413 6.09% 32,698 504 6.17 Loans/Leases 181,292 3,639 8.03% 170,310 3,798 8.92 Total earning assets $213,428 $4,099 7.68% $208,585 $ 4,342 8.33 Loan/Lease loss allow. ( 3,526) (3,516) All other assets 19,574 24,537 TOTAL ASSETS $229,476 $229,606 LIABILITIES AND EQUITY Int. bearing deposits $173,847 $1,454 3.35 $180,015 $ 1,738 3.86 Borrowed funds 6,361 42 2.64 8,273 64 3.09 Total interest bearing liabilities 180,208 $1,496 3.32 188,288 $ 1,802 3.83 Interest rate spread 4.36% 4.50% Demand deposits 34,368 28,428 Other liabilities 471 717 Shareholders' equity 14,429 12,173 TOTAL LIABILITIES AND EQUITY $229,476 $229,606 Net interest income $2,603 $ 2,540 Interest Earned/Earning Assets 7.68% 8.33% Interest Expense/Earning Assets 2.80 3.46 Net Yield on Earning Assets 4.88% 4.87% Deduct - Tax Equivalent Adj. 5 7 NET INTEREST INCOME $2,598 $ 2,533 WESTBANK CORPORATION AND SUBSIDIARIES YEAR TO DATE AVERAGE BALANCES INTEREST EARNED - INTEREST EXPENSE (RATES ON A TAX EQUIVALENT BASIS) (Dollar amounts in thousands) SIX MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 1994 1993 ASSETS Balance Interest Rate Balance Interest Rate Federal Funds sold and temporary investments $ 3,534 $ 61 3.45% $ 5,653 $ 83 2.94% Securities 28,786 896 6.23 30,389 922 6.07 Loans/Leases 178,479 7,161 8.02 172,345 7,620 8.84 Total earning assets 210,799 $8,118 7.70 208,387 $ 8,625 8.28 Loan/Lease loss allowance ( 3,498) ( 3,515) All other assets 19,573 24,478 TOTAL ASSETS $226,874 $229,350 LIABILITIES AND EQUITY Int. bearing deposits $170,238 $2,799 3.29 $180,063 $ 3,547 3.94 Borrowed funds 8,031 103 2.57 8,919 135 3.02 Total interest bearing liabilities 178,269 $2,902 3.26 188,982 $ 3,682 3.90 Interest rate spread 4.44% 4.38% Demand deposits 33,829 27,829 Other liabilities 592 692 Shareholders' equity 14,184 11,847 TOTAL LIABILITIES AND EQUITY $226,874 $229,350 Net Interest Income $5,216 $ 4,943 Interest Earned/Earning Assets 7.70% 8.28% 							 Interest Expense/Earning Assets 2.75 3.53 Net Yield on Earning Assets 4.95% 4.75% Deduct - Tax Equivalent Adjustment 11 13 NET INTEREST INCOME $5,205 $ 4,930 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings None ITEM 2. Changes in Rights of Security Holders None ITEM 3. Defaults by Company on its Senior Securities None ITEM 4. Results of Votes on Matters Submitted to a Vote of Security Holders None ITEM 5. Other Information None ITEM 6. Exhibits and Reports on Form 8-K The Corporation filed two reports on Form 8-K on April 20, 1994, which reports (1) reported the dismissal of KPMG Peat Marwick as the Corporation's independent public accountants and (2) reported the appointment of the firm of Deloitte & Touche as the Corporation's independent public accountants for the year ending December 31, 1994. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized. WESTBANK CORPORATION Date: August 8, 1994 Donald R. Chase President and Chief Executive Officer Date: August 8, 1994 John M. Lilly Treasurer and Chief Financial Officer