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 September 30, 1995 Commission file number 0 - 12784 WESTBANK CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 04 - 2830731 (State or other jurisdiction of inc. or org.) (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: 3,215,211 shares outstanding as of October 31, 1995. 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 Statements of Stockholders' Equity 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Condensed Consolidated Financial Statements 7-9 Management's Discussion and Analysis of Financial Condition and Results of Operations 9-16 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings 17 ITEM 2. Changes in Rights of Securities Holders 17 ITEM 3. Defaults by Company on its Senior Securities 17 ITEM 4. Results of Votes on Matters Submitted to a Vote of Security Holders 17 ITEM 5. Other Information 17 ITEM 6. Exhibits and Reports on Form 8-K 17 Signatures 18 WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 (Dollar amounts in thousands) ASSETS September 30, 1995 December 31, 1994 Cash and due from banks: (Unaudited) Non-interest bearing $ 10,503 $ 10,425 Interest bearing 22 275 Federal Funds sold 7,000 1,000 Total cash and cash equivalents 17,525 11,700 Securities: Securities available for sale (Amortized cost of $16,340 in 1995 and $8,001 in 1994) 16,427 7,753 Securities held to maturity (approximate market value of $19,959 in 1995 and $20,631 in 1994) 20,116 21,463 Mortgage-backed securities (approximate market value of $299 in 1995 and $327 in 1994) 299 331 Total securities 36,842 29,547 Loans $ 202,432 $ 196,002 Allowance for loan losses (3,836) (3,325) Net-loans 198,596 192,677 Bank premises and equipment 3,577 3,417 Other real estate owned (OREO) - net of allowance for losses of $50 in 1995 and $231 in 1994 1,237 1,552 Accrued interest receivable 1,829 1,668 Deferred income taxes 1,503 1,245 Other assets 1,614 1,507 TOTAL ASSETS $ 262,723 $ 243,313 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits Non-interest bearing $ 44,403 $ 40,399 Interest bearing 192,870 178,164 Total deposits 237,273 218,563 Borrowed funds 6,812 8,625 Accrued interest payable 307 240 Accrued taxes 827 0 Other liabilities 405 541 Total liabilities 245,624 227,969 Stockholders' Equity: Preferred stock - $5 par value per share Authorized - 100,000 shares Issued - none Common stock - $2 par value per share Authorized - 9,000,000 shares Issued - 3,199,690 shares in 1995 and 3,138,167 shares in 1994 6,399 6,276 Additional paid in capital 7,053 6,877 Retained earnings 3,597 2,334 Net unrealized gain/(loss) on securities available for sale 50 (143) Total stockholders' equity 17,099 15,344 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 262,723 $ 243,313 See accompanying notes to condensed consolidated financial statements. WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (Dollar amounts in thousands) (Unaudited) QUARTER ENDED NINE MONTHS ENDED 09-30-95 09-30-94 09-30-95 09-30-94 					 Income: Interest and fees on loans $ 4,606 $ 3,771 $13,305 $10,921 Interest on temporary investments 69 77 181 138 Interest and dividends on securities 663 474 1,737 1,370 Total interest and dividend income 5,338 4,322 15,223 12,429 Interest expense 2,278 1,602 6,415 4,504 Net interest income 3,060 2,720 8,808 7,925 Provision for loan losses 1,190 219 1,990 931 Net interest income after provision for loan losses 1,870 2,501 6,818 6,994 Operating Income: Security gains 98 1 98 151 Other non-interest income 501 554 1,536 1,808 Total Operating Income 599 555 1,634 1,959 Operating Expenses: Salaries and benefits 844 1,001 2,745 2,860 Other real estate-provision for losses 14 266 124 692 -operating expenses 2 107 212 327 Other non-interest expense 754 877 2,542 2,517 Occupancy - net 166 202 519 561 Total operating expenses 1,780 2,453 6,142 6,957 Income before income taxes 689 603 2,310 1,996 Income taxes (benefit) 354 (59) 573 (115) Net Income $ 335 $ 662 $ 1,737 $ 2,111 Net income per share $ 0.10 $ 0.21 $ 0.53 $ 0.66 Weighted average shares of common stock and common share equivalents 3,289,039 3,208,103 3,254,913 3,201,134 See accompanying notes to condensed consolidated financial statements. WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 1994 AND NINE MONTHS ENDED SEPTEMBER 30, 1995 (1995 Unaudited) (Dollar amounts in thousands) NET UNREALIZED GAIN (LOSS) ON COMMON STOCK ADDITIONAL SECURITIES NUMBER OF PAR PAID IN RETAINED AVAILABLE SHARES VALUE CAPITAL EARNINGS FOR SALE TOTAL DECEMBER 31, 1993 3,125,506 $ 6,251 $ 6,861 $ 159 $ - $ 13,271 Net income - - - 2,175 - 2,175 Shares issued under stock option plan 7,864 16 - - - 16 Shares issued under stock purchase plan 4,797 9 16 - - 25 Cumulative effect of implementing accounting standard for investments as of January 1, 1994 - - - - 233 233 Unrealized loss on securities available for sale for the year - - - - (376) (376) Balance, December 31, 1994 3,138,167 $6,276 $6,877 $2,334 $(143) $15,344 Net income for nine months ended September 30, 1995 1,737 1,737 Cash Dividend Declared: Amount Declaration Record Paid $0.05 1/10/95 1/20/95 1/25/95 (157) (157) $0.05 4/19/95 5/01/95 5/03/95 (158) (158) $0.05 7/05/95 7/17/95 7/20/95 (159) (159) Shares issued under Dividend Reinvestment Plan 25,517 51 92 143 Shares issued under stock option plan 15,042 30 4 34 Shares issued under stock purchase plan 20,964 42 80 122 Unrealized gain on securities available for sale for the nine months ended September 30, 1995 193 193 BALANCE - SEPTEMBER 30, 1995 3,199,690 $6,399 $7,053 $3,597 $ 50 $17,099 See accompanying notes to condensed consolidated financial statements. WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (Unaudited) (Dollar amounts in thousands) Nine Months Ended 09-30-95 09-30-94 Operating activities: Net income $ 1,737 $2,111 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 1,990 931 Depreciation and amortization 357 442 Provision for other real estate owned 124 692 Increase/(decrease) in interest payable on deposits 67 (346) (Increase)/decrease in accrued interest receivable (161) (54) Realized gain on sale of securities (98) (151) Realized (gain) loss on sale of other real estate owned (13) 0 Realized loss on disposal of premises and equipment 14 0 Decrease/(increase) in other assets (210) (341) Increase/(decrease) in other liabilities (136) 165 Decrease/(increase) in income taxes refundable 103 (14) (Increase) in deferred taxes (258) (550) Increase in accrued income taxes 827 0 Net cash provided by operating activities 4,343 2,885 Investing activities: Investments and mortgage-backed securities: Held to maturity: Purchases (4,500) (5,250) Proceeds from maturities 5,847 1,474 Available for sale: Purchases (11,638) (6,750) Proceeds from sales 2,707 5,349 Proceeds from maturities 580 95 Purchases of premises and equipment (531) (792) Net (increase)/decrease in loans (8,413) (8,384) Proceeds from sale of other real estate owned 708 1,294 Net cash provided by (used in) investing activities (15,240) (12,964) Financing activities: Net increase/(decrease) in borrowings (1,813) (6,867) Net increase/(decrease) in deposits 18,710 18,700 Proceeds from exercise of stock options and stock purchase plan 299 34 Dividends paid (474) 0 Net cash used by financing activities 16,722 11,867 Increase/(decrease) in cash and cash equivalents 5,825 1,788 Cash and cash equivalents at beginning of year 11,700 12,974 Cash and cash equivalents at end of year $17,525 $14,762 Cash paid during the year: Interest on deposits and other borrowings 6,348 4,850 Income taxes 0 270 Transfers of loans to other real estate owned 845 211 Sales of other real estate owned financed by the bank 341 911 See notes to 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. Substantially all operating income and net income of the Corporation are presently accounted for by Park West. NOTE B - CURRENT OPERATING ENVIRONMENT From March, 1992 until December 22, 1994 Park West had been operating under a Formal Order (the "Formal Order") with the Federal Deposit Insurance Corporation and the Commissioner of Banks for the Commonwealth of Massachusetts. On December 22, 1994, as a result of the improved financial condition of the Bank, the Formal Order was released. The Formal Order was replaced with a Memorandum of Understanding, which Memorandum was revised as a result of an examination by the Federal Deposit Insurance Corporation as of August 7, 1995. The revised Memorandum of Understanding (the "Memorandum") expected to be signed on or before November 30, 1995 is an informal agreement with the Federal Deposit Insurance Corporation (the "FDIC") and the Commissioner of Banks for the Commonwealth of Massachusetts (the "Commissioner") requiring Park West, among other things, to maintain a leverage capital ratio of at least 6%, to develop a written plan of action to lessen its risk exposure to certain borrowers and to refrain from extending or renewing credit to any borrower who has a loan or extension of credit with Park West that has been charged off or classified, without first obtaining majority approval of Park West's Board of Directors. Park West must maintain the allowance for loan losses at a level commensurate to the risk in the loan portfolio. The Memorandum requires Park West to obtain approval from the FDIC and the Commissioner prior to paying or declaring a dividend. Park West must, within 60 days of the date of the Memorandum, revise the Bank's Investment Policy, and develop a plan to address internal routines and controls. Finally, Park West is required to make quarterly reports to the FDIC and the Commissioner detailing the form and manner of action taken to secure compliance with the Memorandum. 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 September 30, 1995, Park West's capital was at a level that placed the Bank in the well capitalized category. 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 containment program, the Board of Directors and management believe the Corporation is positioned to sustain compliance with the Memorandum as well as the requirements of FDICIA. NOTE C - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements for the third quarter ended September 30, 1995 and 1994 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 nine month period ended September 30, 1995, are not necessarily indicative of the results that may be expected for the year ended December 31, 1995. 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, 1994. NOTE D - CHANGES IN ACCOUNTING PRINCIPLES On January 1, 1995 the Bank adopted Statement of Financial Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for Impairment of a Loan," as amended by SFAS No. 118, "Accounting for Creditors for Impairment of a Loan - Income Recognition and Disclosures". SFAS No. 114 prescribes the methodology under which certain loans are to be measured for impairment. Generally, a loan is considered impaired when management believes it is probable that all amounts due will not be collected according to the contractual terms of the loan agreement. SFAS No. 118 amends SFAS No. 114 by eliminating certain income recognition provisions and by expanding the disclosure requirements. Adoption of these standards did not have a material effect on the Bank's financial condition or results of operations. The Bank measures impairment of commercial loans by using the present value of expected future cash flows discounted at the loan's effective interest rate. Commercial real estate loans are generally measured based on the fair value of the underlying collateral. Smaller balance homogenous loans, including residential real estate and consumer loans, are collectively evaluated for impairment. The Bank evaluates each impaired loan to determine the income recognition policy. Generally, income is recorded only on a cash basis for impaired loans. Interest income recognized in the first nine months of 1995 on impaired loans was not significant. At September 30, 1995, the recorded investment in impaired loans was $980,000, for which no specific allowance for loan losses was recorded. For the nine months ended September 30, 1995, the average recorded investment in impaired loans was $1,344,000. NOTE E - STOCKHOLDERS' EQUITY The FDIC imposes leverage capital ratio requirements for state non-member Banks. The Bank's leverage capital ratio as of September 30, 1995 and December 31, 1994 was 6.53% and 6.36%, 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 September 30, 1995, for Tier 1 was 9.18% and total risk-based capital was 10.44%. Management is not aware of any regulatory recommendations which will have a material impact on the Corporation's liquidity, capital resources or results of operations. NOTE F - SUBSEQUENT EVENT On October 23, 1995 the Corporation received a refund of $703,000 for payment on the Corporation's claim against its Blanket Bond as reported in the 1994 Annual Report to shareholders. The amount of $703,000 represents recovery in full less the $50,000 deductible amount of the Blanket Bond. The recovery will be reflected in the Corporation's earnings during the fourth quarter of 1995. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Changes in Financial Condition - Total consolidated assets amounted to $262,723,000 on September 30, 1995, compared to $243,313,000 on December 31, 1994. As of September 30, 1995 and September 30, 1994 earning assets amounted to, respectively, $246,346,000, or 94% of total assets, and $225,050,000, or 93% of total assets. Earning assets increased during the first nine months of 1995 as a result of overall strong loan growth. During the first nine months of 1995 the Corporation securitized approximately $10 million of residential mortgages into mortgage-backed Securities, which were placed into the Corporation's securities available for sale account. The increase in earning assets was funded through an increase in deposits of approximately $18 million. Changes in results of Operations - Operations reflect net income for the current quarter of $335,000 as compared to a net income of $662,000 for the same quarter during 1994. For the nine month period ended September 30, 1995, net income totaled $1,737,000 compared to net income of $2,111,000 for the same period one year ago. An overall increase in interest income and interest expense reflects an increase in volume and interest rates on earning assets, and interest bearing deposits. Further analysis is provided in sections on net interest revenue and supporting schedules. For the nine months ended September 30, 1995 the Corporation recorded tax expense totaling $573,000 versus a benefit of $115,000 for the same period of 1994. The increase in tax expense for 1995 is the result of the Corporation's utilization of net operating loss carryforwards in 1994. Allowance for loan/lease losses and non-performing assets - A significant increase has been reflected in the provision for loan losses in the current quarter with $1,190,000 being provided compared to $219,000 in the 1994 quarter. For the nine month period ended September 30, 1995 the provision for loan losses increased by $1,059,000 compared to the same period one year ago. The year to date increase in the provision for loan/lease losses is the result of managements review and analysis of the adequacy of the Corporation's allowance for loan and lease losses and more specifically the deterioration of two large real estate loans which deteriorated during the third quarter of the year. Loans and leases written-off against the allowance for loan/lease losses after recoveries amounted to $1,479,000 for the first nine months of 1995 versus $1,234,000 for the same period of 1994. The increase in net charge-offs during the 1995 period is a reflection of the continued weak economy and real estate market. After giving effect to the actions described above, the allowance for loan/lease losses at September 30, 1995, totalled $3,836,000 or 1.89% of total loans/leases as compared to $3,325,000 or 1.70% at December 31, 1994. Non-performing past due loans/leases at September 30, 1995, aggregated $3,647,000 or 1.80% of total loan/leases compared to $5,883,000 or 3.00% at December 31, 1994. The percentage of non-performing and past due loan/leases compared to total assets on those same dates, respectively amounted to 1.39%, and 2.42%. The decline in non-performing loans/leases represents the resolution, charge-off and/or transfer to other real estate owned of problem loans during the nine months ended September 30, 1995. Other real estate owned declined during the nine month period of 1995 by $315,000 compared to the same period of 1994, resulting in reduced other real estate provisions and operating expenses of $683,000 for the nine months ended September 30, 1995 versus September 30, 1994. Other real estate owned-net, amounted to $1,237,000 at September 30, 1995, compared to $1,552,000 at December 31, 1994. The percentage as compared to total assets on those same dates respectively amounted to 0.47%, and 0.64%. Management has made every effort to recognize all circumstances known at this time which could affect the collectibility of loan/leases and has reflected these in deciding as to the provision for loan/lease losses, the writing down of other real estate owned and impaired loans to fair value and other loans (watch list) monitored by management, the charge-off of loans/leases and the balance in the allowance for losses. Management deems that the provision for the quarter, and the balance in the allowance for loan/lease losses, are adequate based on results provided by the 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 income presented on the following pages reflect the consolidated assets and liabilities of the Corporation's principal earning subsidiary, Park West Bank and Trust Company. QUARTER ENDED NINE MONTHS ENDED (Dollar amounts in thousands) 09-30-95 09-30-94 09-30-95 09-30-94 Interest and dividend income 	$ 5,338 $ 4,322 $15,223 $12,429 Interest expense 2,278 1,602 6,415 4,504 Net interest income 3,060 2,720 8,808 7,925 Tax equivalent adjustment 2 8 9 19 Net interest income (taxable equivalent) $ 3,062 $ 2,728 $ 8,817 $ 7,944 INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS (Dollar amounts in thousands) QUARTER ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 1995 1994 1995 1994 (Taxable Equivalent) Average Average Average Average Balance Rate Balance Rate Balance Rate Balance Rate Earning Assets $242,367 8.81% $221,395 7.81% $236,079 8.60% $214,253 7.75% Interest-bearing liabilities 198,432 4.59 185,977 3.45 195,486 4.38 180,838 3.32 Interest rate spread 4.22 4.36 4.22 4.43 Interest-free resources used to fund earning assets 43,935 35,418 40,593 33,415 Total Sources of Funds $242,367 3.76 $221,395 2.89 $236,079 3.62 $214,253 2.80 Net Yield on Earning Assets 5.05% 4.92% 4.98% 4.95% CHANGES IN NET INTEREST INCOME (Dollar amounts in thousands) QUARTER ENDED SEPT. 30, 1995 NINE MONTHS ENDED SEPT. 30, 1995 (Taxable Equivalent) O V E R O V E R QUARTER ENDED SEPT. 30, 1994 NINE MONTHS ENDED SEPT. 30, 1994 CHANGE DUE TO CHANGE DUE TO VOLUME RATE TOTAL VOLUME RATE TOTAL Interest Income: Loans/Leases $ 315 $ 514 $ 829 $ 1,050 $ 1,324 $ 2,374 Securities 141 48 189 277 90 367 Federal funds (25) 17 (8) (16) 59 43 Total Interest Earned 431 579 1,010 1,311 1,473 2,784 Interest Expense: Interest bearing deposits 103 552 655 393 1,447 1,840 Other Borrowed Funds 9 12 21 0 71 71 Total Interest Expense $ 112 $ 564 $ 676 $ 393 $ 1,518 $ 1,911 Net Interest Income $ 319 $ 15 $ 334 $ 918 $ (45) $ 873 Net interest earned on a taxable equivalent basis increased to $3,062,000 in the third quarter of 1995, up $334,000 as compared with the same period of 1994. Average earning assets increased during the third quarter of 1995. The average earning base was $242,367,000 compared to $221,395,000 in the same period last year, an increase of $20,972,000. For the nine month period ended September 30, 1995, net interest earned on a tax equivalent basis increased to $8,817,000 up by $873,000 as compared with the comparable period of 1994 or 11%. Average earning assets increased by $21,826,000 or 10% and the net yield on earning assets increased to 4.98% from 4.95% for the nine month period ending September 30, 1995 compared to September 30, 1994. OPERATING EXPENSES (Dollar amounts in thousands) The components of total operating expenses for the periods and their percentage of gross income are as follows: QUARTER ENDED NINE MONTHS ENDED 9-30-95 9-30-94 9-30-95 9-30-94 Amount Percent Amount Percent Amount Percent Amount Percent Salaries and benefits $ 844 14.22% $1,001 20.52% $2,745 16.28% $2,860 19.88% Other real estate - provision for losses 14 0.24 266 5.46 124 0.74 692 4.81 - operating expense 2 0.01 107 2.19 212 1.26 327 2.27 Other non-interest expense 754 12.70 877 17.98 2,542 15.08 2,517 17.49 Occupancy - net 166 2.81 202 4.15 519 3.08 561 3.90 Total Operating Expenses $1,780 29.98% $2,453 50.30% $6,142 36.44% $6,957 48.35% For the nine month period operating expenses declined by $815,000 primarily the result of reduced other real estate owned expenses due to the change in other real estate holdings as discussed in the non-performing asset section on page 10. In addition, the Bank received a refund totaling approximately $108,000 relating to reduced FDIC deposit insurance. COMPONENTS OF CAPITAL (Dollar amounts in thousands) September 30, 1995 December 31, 1994 Stockholders' Equity: Common Stock $ 6,399 $ 6,276 Additional paid-in capital 7,053 6,877 Retained earnings 3,597 2,334 Net unrealized gain/(loss) on securities available for sale 50 (143) Total Stockholders' Equity $17,099 $15,344 Ratio of "Tier 1" leverage capital to total assets at end of period 6.51% 6.31% Regulatory risk-based capital requirements 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 September 30, 1995: Tier 1 Capital (minimum required 4.00%) 9.18% Tier 2 Capital (minimum required 8.00%) 10.44% Under the Memorandum, the Corporation is prohibited from paying dividends without the prior approval of the FDIC and the Massachusetts Commissioner of Banks. 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 September 30, 1995, the Corporation's ratio of such assets to total deposits and borrowed funds was 19.34%. 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 September 30, 1995. (Dollar amounts in thousands) Over Three Over One Three Months Months to Year to Over or Less One Year Five Years Five Years Total Earning Assets $ 77,042 $ 48,715 $ 73,789 $ 46,800 $246,346 Interest Bearing Liabilities 65,026 63,138 71,512 44,445 244,121 Interest Rate Sensitivity Gap $ 12,016 $ (14,423) $ 2,277 $ 2,355 $ 2,225 Cumulative Interest Rate Sensitivity Gap $ 12,016 $ (2,407) $ (130) $ 2,225 Interest Rate Sensitivity Gap Ratio 4.88% (5.86)% 0.92% 0.96% Cumulative Interest Rate Sensitivity Gap Ratio 4.88% (0.98)% (0.06)% 0.90% Savings and NOW accounts are identified as variable rate deposits. Although all other variable rate deposits are placed in the 1 - 3 month time horizon for repricing purposes, the above two classes of deposits are placed as follows: 10% of total savings and NOW accounts placed in the 6 - 12 month time horizon based on a run off of approximately 10% of the Bank's savings accounts. The remaining 90% are placed in the 1 - 5 year gap position. This gap position is justified based on the historical trends of changes in rate on these deposits and the historical method of how these deposits are managed and the limited run off of deposits which the Bank has experienced. PROVISION AND ALLOWANCE FOR LOAN/LEASE LOSSES (Dollar amounts in thousands) QUARTER ENDED NINE MONTHS ENDED 9-30-95 9-30-94 9-30-95 9-30-94 Balance at beginning of period $ 3,005 $ 3,954 $ 3,325 $ 3,472 Provision charged to expense 1,190 219 1,990 931 4,195 4,173 5,315 4,403 Less Charge-offs: Loans secured by real estate 361 657 1,257 924 Commercial and industrial loans 7 345 211 473 Consumer loans 20 10 105 33 Lease financing receivables 0 0 5 7 388 1,012 1,578 1,437 Add-Recoveries: Loans secured by real estate 14 2 24 9 Commercial and industrial loans 1 0 42 178 Consumer loans 12 3 28 12 Lease financing receivables 2 3 5 4 29 8 99 203 Net charge-offs 359 1,004 1,479 1,234 Balance at end of period $ 3,836 $ 3,169 $ 3,836 $ 3,169 Net Charge-offs to: Average loans/leases .18% .55% .75% .68% Loans/leases at end of period .18% .55% .73% .67% Allowance for loan/lease losses 9.36% 31.68% 38.56% 38.94% 									 Allowance for loan/lease losses as a percentage of: Average loans/leases 1.93% 1.73% 1.95% 1.76% Loans/leases at end of period 1.89% 1.72% 1.89% 1.72% 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) Non-Accrual Loans: 09-30-95 06-30-95 03-31-95 12-31-94 09-30-94 Loans secured by real estate $ 2,124 $ 2,745 $ 3,302 $ 4,173 $ 4,977 Construction/Land development 361 52 58 68 0 Commercial and Industrial Loans 302 299 357 570 1,132 Consumer Loans 13 16 24 79 53 2,800 3,112 3,741 4,890 6,162 Loans Contractually past due 90 days or more still accruing: Loans secured by real estate 271 201 117 260 81 Commercial and Industrial Loans 118 50 0 216 5 Consumer Loans 16 14 8 16 36 405 265 125 492 122 Restructured Loans 442 496 498 501 452 Total non-accrual, past due and restructured loans $ 3,647 $ 3,873 $ 4,364 $ 5,883 $ 6,736 Non-accrual, past due and restructured loans as a percentage of total loans 1.80% 1.98% 2.24% 3.00% 3.65% Allowance for loan losses as a percentage of non accrual, past due and restructured loans 105.18% 77.59% 62.79% 56.52% 47.04% Other real estate owned - net $ 1,237 $ 1,775 $ 1,540 $ 1,552 $ 1,659 Total non-performing assets $ 4,884 $ 5,648 $ 5,904 $ 7,435 $ 8,395 Non-performing assets as a percentage of total assets 1.86% 2.19% 2.38% 3.06% 3.46% 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 September 30, 1995 September 30, 1994 Balance Interest Rate Balance Interest Rate 		 	 Federal Funds sold and temporary investments $ 5,294 $ 69 5.21% $ 7,376 $ 77 4.18% Securities 38,803 663 6.83 30,370 474 6.24 Loans/leases 198,270 4,608 9.30 183,649 3,779 8.23 Total earning assets 242,367 $ 5,340 8.81 221,395 $ 4,330 7.81 Loan/lease loss allowance (3,366) (3,917) All other assets 18,986 19,963 TOTAL ASSETS $257,987 $237,441 LIABILITIES AND EQUITY Interest bearing deposits $191,828 $ 2,218 4.62 $180,574 $ 1,563 3.46 Borrowed funds 6,604 60 3.63 5,403 39 2.89 Total interest bearing liabilities 198,432 $ 2,278 4.59 185,977 $ 1,602 3.45 Interest rate spread 4.22% 4.36% Demand deposits 41,062 35,808 Other liabilities 1,471 728 Shareholders' equity 17,022 14,928 TOTAL LIABILITIES AND EQUITY $257,987 $237,441 Net Interest Income $ 3,062 $ 2,728 Interest Earned/Earning Assets 8.81% 7.81% Interest Expense/Earning Assets 3.76 2.89 Net Yield on Earning Assets 5.05% 4.92% Deduct - Tax Equivalent Adjustment 2 8 NET INTEREST INCOME $ 3,060 $ 2,720 WESTBANK CORPORATION AND SUBSIDIARIES YEAR TO DATE AVERAGE BALANCES INTEREST EARNED - INTEREST EXPENSE (RATES ON A TAX EQUIVALENT BASIS) (Dollar amounts in thousands) NINE MONTHS ENDED NINE MONTHS ENDED September 30, 1995 September 30, 1994 Balance Interest Rate Balance Interest Rate Federal Funds sold and temporary investments $ 4,527 $ 181 5.33% $ 4,738 $ 138 3.88% Securities 34,771 1,737 6.67 29,313 1,370 6.23 Loans/leases 196,781 13,314 9.02 180,202 10,940 8.09 Total earning assets 236,079 $ 15,232 8.60 214,253 $ 12,448 7.75 Loan/lease loss allowance (3,165) (3,637) All other assets 18,865 19,780 TOTAL ASSETS $251,779 $230,396 LIABILITIES AND EQUITY Interest bearing deposits $188,327 $ 6,201 4.39 $173,683 $ 4,361 3.35 Borrowed funds 7,159 214 3.99 7,155 143 2.66 Total interest bearing liabilities 195,486 $ 6,415 4.38 180,838 $ 4,504 3.32 Interest rate spread 4.22% 4.43% Demand deposits 38,752 34,488 Other liabilities 1,060 637 Shareholders' equity 16,481 14,433 TOTAL LIABILITIES AND EQUITY $251,779 $230,396 Net Interest Income $ 8,817 $ 7,944 Interest Earned/Earning Assets 8.60% 7.75% Interest Expense/Earning Assets 3.62 2.80 Net Yield on Earning Assets 4.98% 4.95% Deduct - Tax Equivalent Adjustment 9 19 NET INTEREST INCOME $ 8,808 $ 7,925 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings None ITEM 2. Changes in Rights of Securities 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 None 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: November 13, 1995 Donald R. Chase President and Chief Executive Officer Date: November 13, 1995 John M. Lilly, Treasurer and Chief Financial Officer