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, 1996 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: 3,299,844 shares outstanding as of July 31, 1996. 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 7-8 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 (Unaudited) (Dollar amounts in thousands) June 30, 1996 December 31, 1995 ASSETS Cash and due from banks: Non-interest bearing $ 12,070 $ 11,195 Interest bearing 792 509 Federal Funds sold 2,200 900 Total cash and cash equivalents 15,062 12,604 Investment securities available for sale 16,017 16,907 Investment securities held to maturity (approximate market value of $21,251 in 1996 $18,402 in 1995) 21,305 18,209 Total securities 37,322 35,116 Loans $ 203,996 $ 192,145 Mortgage loans held-for-sale 5,852 8,826 Allowance for loan losses (2,647) (3,707) Net-loans 207,201 197,264 Bank premises and equipment 4,405 3,643 Other real estate owned - net of allowance for losses of $236 in 1996 and $65 in 1995 1,303 1,300 Accrued interest receivable 1,795 1,658 Deferred income taxes 602 364 Other assets 1,820 1,828 TOTAL ASSETS $ 269,510 $ 253,777 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $ 42,547 $ 43,981 Interest bearing 195,261 183,981 			 Total Deposits 237,808 227,962 Borrowed funds 12,294 7,177 Accrued interest payable 300 309 Other liabilities 693 626 Total Liabilities 251,095 236,074 Stockholders' Equity: Common stock - $2 par value Authorized - 9,000,000 shares Issued - 3,275,645 shares in 1996 and 3,221,603 shares in 1995 6,551 6,443 Additional paid in capital 7,388 7,141 Retained earnings 4,734 4,053 Net unrealized gain (loss) on securities available for sale (258) 66 Total Stockholders' Equity 18,415 17,703 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 269,510 $ 253,777 See accompanying notes to condensed consolidated financial statements. WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollar amounts in thousands) QUARTER ENDED SIX MONTHS ENDED 06-30-96 06-30-95 06-30-96 06-30-95 				 	 			 		 Income: Interest and fees on loans $4,358 $4,460 $8,693 $8,699 Interest and dividend income on securities 626 579 1,162 1,074 Interest on temporary investments 69 80 150 112 Total interest and dividend income 5,053 5,119 10,005 9,885 Interest expense 2,147 2,211 4,218 4,137 Net interest income 2,906 2,908 5,787 5,748 Provision for loan losses 352 350 492 800 Net interest income after provision for loan losses 2,554 2,558 5,295 4,948 Security gains 112 Other non-interest income 551 523 1,043 1,035 												 Total non-interest income 551 523 1,155 1,035 Non-interest expenses: Salaries and benefits 1,036 945 2,080 1,901 Other real estate-provision for losses 50 100 181 110 -operating expenses 19 90 39 210 Other non-interest expense 919 949 1,859 1,788 Occupancy - net 226 166 443 353 Total non-interest expense 2,250 2,250 4,602 4,362 Income before income taxes 855 831 1,848 1,621 Income taxes 350 284 779 219 										 Net Income $ 505 $ 547 $1,069 $1,402 Net income per share $ 0.15 $ 0.17 $ 0.32 $ 0.43 Weighted average shares of common stock and common share equivalents 3,403,431 3,253,803 3,377,086 3,238,077 See accompanying notes to condensed consolidated financial statements. WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY YEAR ENDED DECEMBER 31, 1995 AND SIX MONTHS ENDED JUNE 30, 1996 (1996 Unaudited) (Dollar amounts in thousands) 								 					 UNREALIZED GAIN (LOSS) ON COMMON STOCK ADDITIONAL SECURITIES NUMBER OF PAR PAID IN RETAINED AVAILABLE SHARES VALUE CAPITAL EARNINGS FOR SALE TOTAL DECEMBER 31, 1994 3,138,167 $ 6,276 $ 6,877 $ 2,334 $ (143) $15,344 Net income 2,353 2,353 Cash dividends declared ($.20 per share) (634) (634) Shares issued: Stock option plan 16,342 33 4 37 Dividend reinvestment and stock purchase plan 67,094 134 260 394 Change in unrealized gain (loss) on securities available for sale 209 209 BALANCE-DECEMBER 31, 1995 3,221,603 6,443 7,141 4,053 66 17,703 Cash Dividend Declared ($0.12 per share) (388) (388) Shares issued: Dividend reinvestment plan 23,062 47 110 157 Stock purchase plan 27,765 55 131 186 Stock option plan 3,215 6 6 12 Change in unrealized gain (loss) on securities available for sale (324) (324) Net income 1,069 1,069 BALANCE-JUNE 30, 1996 3,275,645 $ 6,551 $ 7,388 $ 4,734 $ (258) $18,415 See accompanying notes to condensed consolidated financial statements. WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (Unaudited) (Dollar amounts in thousands) 1996 1995 Operating activities:													 Net income $1,069 $1,402 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 492 800 Depreciation and amortization 309 238 Provision for other real estate owned 181 110 (Increase) Decrease in accrued interest receivable (137) (39) Realized gain on sale of securities (112) Realized (gain) loss on sale of other real estate owned 24 (2) Realized (gain) loss on sale of loans (66) Realized (gain) loss on sale of equipment (17) 15 Increase in deferred taxes (1) (261) Increase (decrease) in interest payable on deposits (9) 49 (Increase) decrease in other assets (26) 496 Increase (decrease) in other liabilities 67 119 Net cash provided by operating activities 1,774 2,927 Investing activities: Investments and mortgage-backed securities: Held to maturity: Purchases (6,382) (1,500) Proceeds from maturities and principal payments 3,286 2,500 Available for sale: Purchases (2,456) (9,971) Proceeds from sales 2,857 Proceeds from maturities 3,679 794 Purchases of premises and equipment (1,071) (374) Net (increase) decrease in loans (15,166) (1,409) Proceeds from sale of equipment 17 Proceeds from sale of other real estate owned 990 331 Net cash used in investing activities (14,246) (9,629) Financing activities: Net increase (decrease) in borrowings 5,117 (2,296) Net increase (decrease) in deposits 9,846 14,762 Proceeds from exercise of stock options and stock purchase plan 355 177 Dividends paid (388) (315) Net cash used in financing activities 14,930 12,328 Increase in cash and cash equivalents 2,458 5,626 Cash and cash equivalents at beginning of period 12,604 11,700 Cash and cash equivalents at end of period $15,062 $17,326 Cash paid during the year: Interest on deposits and other borrowings 4,227 2,055 Income taxes 511 100 Transfers of loans to other real estate owned 1,481 864 Sales of other real estate owned financed by the bank 72 72 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. Substantially all operating income and net income of the Corporation are presently accounted for by Park West. NOTE B - CURRENT OPERATING ENVIRONMENT Since December 1994, Park West has been operating under a Memorandum of Understanding (the "Memorandum") with the Federal Deposit Insurance Corporation (the "FDIC") and the Commissioner of Banks for the Commonwealth of Massachusetts (the "Commissioner"). On December 11, 1995 the Memorandum was revised. The Memorandum is an informal agreement with the FDIC and 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 losses at a level commensurate to the risk in the loan portfolio and correct other deficiencies noted in the exam. The Memorandum requires Park West to obtain approval from the FDIC and the Commissioner prior to paying or declaring a dividend. 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. Park West is currently in compliance with all the requirements of the Memorandum. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") imposes significant regulatory restrictions and requirements on banking institutions insured by the FDIC and their holding companies. FDICIA established capital categories into which financial institutions are placed based on capital level. Each capital category establishes different degrees of regulatory restrictions which can apply to a financial institution. As of March 31, 1996, Park West's capital was at a level that placed the Bank in the "well capitalized" category as defined by FDICIA. FDICIA imposes a variety of other restrictions and requirements on insured banks. These include significant regulatory reporting requirements such as insuring that a system of risk-based deposit insurance premiums and civil money penalties for inaccurate deposit assessment reports exists. In addition, FDICIA imposes a system of regulatory standards for bank and bank holding company operations, detailed 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 earnings and asset quality. As a result of the continued aggressive management of problem loans, the Board of Directors and management believe the Corporation is positioned to comply with the Memorandum 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, 1996 and 1995 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, 1996, are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. 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, 1995. WESTBANK CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited) NOTE D - CHANGES IN ACCOUNTING PRINCIPLES On January 1, 1996 the Bank adopted Statement of Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing Rights". This statement requires allocation of the total cost of mortgage loans to the mortgage servicing rights and the loans (without the mortgage servicing rights) based on their relative fair values. The adoption of this statement did not have a material effect on the Bank's financial condition or results of its operations. NOTE E - NET INCOME PER SHARE Net 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. The weighted average of common stock and common stock equivalents for the periods ended June 30, 1996 and 1995, amounted to 3,377,086 and 3,238,007 shares, respectively. 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, 1996 standby letters of credit amounted to $942,000 and loan commitments were $29,674,000 and unused balances available on home equity lines of credit were $8,474,000. Trust Assets - Assets with a book value of $105,600,000 at June 30, 1996 held for customers 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, 1996 and December 31, 1995 was 6.82% and 6.87% respectively, which is above the leverage capital ratio required under the Memorandum. In addition, the FDIC has established risk-based capital requirements for insured institutions. Under those requirements, Tier 1 risk based capital must be at least 4% while total risk- based capital must be at a minimum of 8%. The Bank's Tier 1 risk-based capital was 9.89% on June 30, 1996 and total risk-based capital was 11.14%. WESTBANK CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Changes in Financial Condition - Total consolidated assets amounted to $269,510,000 on June 30, 1996, compared to $253,777,000 on December 31, 1995. As of June 30, 1996 and June 30, 1995, earning assets amounted to, respectively, $250,162,000 or 93% of total assets, and $239,103,000, or 93% of total assets. Earning assets increased during the first six months of 1996 as a result of increases in securities, loans and temporary funds. Deposits originated from three newly opened supermarket branches provided the funds to support the increase in earning assets. During the first three months of 1996, the Corporation securitized approximately $3.6 million of residential mortgages into mortgage-backed securities, which were placed into the Corporation's securities available-for-sale account. During the first quarter, the Corporation also sold approximately $3 million of mortgage-backed securities resulting in a gain of $112,000. Changes in Results of Operations - For the quarter ended June 30, 1996 net income totaled $505,000 compared to $547,000 for the three month period ended June 30, 1995. For the six months ended June 30, 1996, net income was $1,069,000 compared to $1,402,000 for the same period during 1995. For the six months ended June 30, 1996 the Corporation recorded tax expense totaling $779,000 versus $219,000 during 1995. The lower tax expense during 1995 was a result of a decrease in the valuation reserve pertaining to deferred tax assets. An overall increase in interest income and interest expense for the period ended June 30, 1996, reflects an increase in volume and decreases in interest rates on earning assets and interest-bearing deposits. Further analysis is provided in sections on net interest revenue and supporting schedules. Allowance for Loan Losses and Non-Performing Assets - A slight increase has been reflected in the provision for loan losses in the current quarter with $352,000 being provided compared to $350,000 in the quarter ending June 30, 1995. For the six month period ended June 30, 1996 the provision for loan losses declined by $308,000 compared to the same period one year ago. After giving effect to the actions described above, the allowance for loan losses at June 30, 1996 totalled $2,647,000 or 1.26% of total loans, as compared to $3,707,000 or 1.84% at December 31, 1995. Non-performing past due loans at June 30, 1996 aggregated $3,113,000 or 1.48% of total loans compared to $6,896,000 or 3.43% at December 31, 1995. The percentage of non-performing and past due loans compared to total assets on those same dates, respectively, amounted to 1.16% and 2.71%. The change in non-performing loans was primarily the result of the sale of a pool of non-performing loans which resulted in net proceeds to the Corporation of approximately $2,000,000. Other real estate owned increased by $295,000 compared to December 31, 1995. The percentage of other real estate owned to total assets as of June 30, 1996 and December 31, 1995 amounted to 0.48% and 0.40% respectively. Management has made every effort to recognize all circumstances known at this time which could affect the collectibility of loans and has reflected these in establishing the provision for loan 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 and the balance in the allowance for loan 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 grading system and circumstances known at this time. WESTBANK CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued) 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. 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. (Dollar amounts in thousands) QUARTER ENDED SIX MONTHS ENDED 06-30-96 06-30-95 06-30-96 06-30-95 Interest and divided income $5,053 $5,119 $10,005 $9,885 Interest expense 2,147 2,211 4,218 4,137 Net interest income 2,906 2,908 5,787 5,748 INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS (Dollar amounts in thousands) QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 1996 1995 1996 1995 Average Average Average Average Balance Rate Balance Rate Balance Rate Balance Rate 		 		 			 	 		 Earning Assets $247,775 8.16% $236,920 8.64% $243,170 8.23% $232,936 8.49% Interest-bearing liabilities 202,268 4.25% 197,319 4.48% 197,180 4.28 194,013 4.26 Interest rate spread 3.91 4.16 3.95 4.23 Interest-free resources used to fund earning assets 45,507 39,601 45,990 38,923 Total Sources of Funds $247,775 3.47 $236,920 3.73 $243,170 3.47 $232,936 3.55 Net Yield on Earning Assets 4.69% 4.91% 4.76% 4.94% WESTBANK CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued) CHANGES IN NET INTEREST INCOME (Dollar amounts in thousands) 		 QUARTER ENDED 06-30-96 SIX MONTHS ENDED 06-30-96 O V E R O V E R QUARTER ENDED 06-30-95 SIX MONTHS ENDED 06-30-95 CHANGE DUE TO CHANGE DUE TO VOLUME RATE TOTAL VOLUME RATE TOTAL Interest Income: Loans $177 $(279) $(102) $245 $(251) $(6) Securities 42 5 47 78 10 88 Federal funds 5 (16) (11) 59 (21) 38 Total Interest Earned 224 (290) (66) 382 (262) 120 Interest Expense: Interest bearing deposits 27 (96) (69) 45 65 110 Other Borrowed Funds 20 (15) 5 15 (44) (29) Total Interest Expense $47 $(111) $(64) $60 $21 $81 Net Interest Income $177 $(179) $(2) $322 $(283) $39 Net interest earned remained level during the second quarter of 1996 compared to the second quarter of 1995. For the six month period ended June 30, 1996 net interest income increased by $39,000 versus the same period of 1995. Average earning assets increased by $10,234,000 during the first six months of 1996. The average earning base was $243,170,000 compared to $232,936,000 in the same period last year. 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 SIX MONTHS ENDED 06-30-96 06-30-95 06-30-96 06-30-95 Amount Percent Amount Percent Amount Percent Amount Percent 	 	 Salaries and benefits $1,036 18.49% $945 16.75% $2,080 18.64% $1,901 17.41% Other real estate - expense 69 1.23 190 3.37 220 1.97 320 2.93 Other non-interest expense 919 16.40 949 16.82 1,859 16.65 1,788 16.37 Occupancy - net 226 4.03 166 2.94 443 3.98 353 3.24 Total Operating Expenses $2,250 40.15% $2,250 39.88% $4,602 41.24% $4,362 39.95% For the six month period operating expenses increased by approximately $240,000 primarily the result of the addition of three new branch offices opened late in 1995 and early 1996. WESTBANK CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued) COMPONENTS RATIOS Ratio of "Tier 1" leverage capital to total assets at end of period 6.93% 6.53% 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 June 30, 1996: Tier 1 Capital (minimum required 4.00%) 9.97% Tier 2 Capital (minimum required 8.00%) 11.23% 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, 1996. (Dollar amounts in thousands) Three Over Three Over One Over Months Months to Year to Five or Less One Year Five Years Years Total Earning Assets $53,743 $42,278 $ 77,083 $77,058 $250,162 Interest Bearing Liabilities 67,634 66,437 73,419 65 207,555 Interest Rate Sensitivity Gap $(13,891) $(24,159) $ 3,664 $76,993 $ 42,607 Cumulative Interest Rate Sensitivity Gap $(13,891) $(38,050) $(34,386) $42,607 Interest Rate Sensitivity Gap Ratio (5.55)% (9.66)% 1.46% 30.78% Cumulative Interest Rate Sensitivity Gap Ratio (5.55)% (15.21)% (13.75)% 17.03% WESTBANK CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued) 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, 1996, the Corporation's ratio of such assets to total deposits and borrowed funds was 18.55%. PROVISION AND ALLOWANCE FOR LOAN LOSSES (Dollar amounts in thousands) QUARTER ENDED SIX MONTHS ENDED 06-30-96 06-30-95 06-30-96 06-30-95 Balance at beginning of period $3,916 $2,740 $3,707 $3,325 Provision charged to expense 352 350 492 800 4,268 3,090 4,199 4,125 Charge-offs: Loans secured by real estate 1,528 105 1,710 896 Commercial and industrial loans 75 89 204 Consumer loans 30 28 57 85 Lease financing receivables 5 5 1,633 138 1,856 1,190 Recoveries: Loans secured by real estate 6 10 289 10 Commercial and industrial loans 1 39 2 41 Consumer loans 5 3 12 16 Lease financing receivables 1 1 3 12 53 304 70 Net charge-offs 1,621 85 1,552 1,120 Balance at end of period $2,647 $3,005 $2,647 $3,005 Net Charge-offs to: Average loans .79% .04% .77% .57% Loans at end of period .77% .04% .74% .57% Allowance for loan losses 61.24% 2.83% 58.63% 37.27% Allowance for loan losses as a percentage of: Average loans 1.29% 1.53% 1.31% 1.53% Loans at end of period 1.26% 1.54% 1.26% 1.54% The approach the Corporation uses in determining the adequacy of the allowance for loan 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. WESTBANK CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued) NON-ACCRUAL, PAST DUE AND RESTRUCTURED LOANS (Dollar amounts in thousands) 06-30-96 03-31-96 12-31-95 09-30-95 06-30-95 						 Non-Accrual Loans: Loans secured by real estate $2,116 $3,172 $5,450 $2,124 $2,745 Construction/Land development 19 464 353 361 52 Commercial and Industrial Loans 856 838 373 302 299 Consumer Loans 1 7 4 13 16 2,992 4,481 6,180 2,800 3,112 Loans Contractually past due 90 days or more still accruing: Loans secured by real estate 145 128 271 201 Commercial and Industrial Loans 43 20 135 118 50 Consumer Loans 20 14 16 14 43 185 277 405 265 Restructured Loans 78 437 439 442 496 Total non-accrual, past due and restructured loans $3,113 $5,103 $6,896 $3,647 $3,873 Non-accrual, past due and restructured loans as a percentage of total loans 1.48% 2.61% 3.43% 1.80% 1.98% Allowance for loan losses as a percentage of non accrual, past due and restructured loans 85.03% 76.74% 53.76% 105.18% 77.59% OTHER REAL ESTATE Other real estate owned - net $1,303 $1,858 $1,300 $1,237 $1,775 Total non-performing assets $4,416 $6,961 $8,196 $4,884 $5,648 Non-performing assets as a percentage of total assets 1.64% 2.66% 3.23% 1.86% 2.19% WESTBANK CORPORATION AND SUBSIDIARIES QUARTERLY TO DATE AVERAGE BALANCES INTEREST EARNED - INTEREST EXPENSE (Dollar amounts in thousands) FOR THE QUARTER ENDED FOR THE QUARTER ENDED JUNE 30, 1996 JUNE 30, 1995 Balance Interest Rate Balance Interest Rate Federal Funds sold and temporary investments $6,020 $69 4.58% $5,664 $80 5.65% Securities 37,342 626 6.71 34,830 579 6.65 Loans/leases 204,413 4,358 8.53 196,426 4,460 9.08 Total earning assets 247,775 $5,053 8.16 236,920 $5,119 8.64 Loan loss allowance (3,598) (2,869) All other assets 19,584 18,794 TOTAL ASSETS $263,761 $252,845 LIABILITIES AND EQUITY Interest bearing deposits $193,624 $2,086 4.31 $191,257 $2,155 4.51 Borrowed funds 8,644 61 2.82 6,062 56 3.70 Total interest bearing liabilities 202,268 $2,147 4.25 197,319 $2,211 4.48 Interest rate spread 3.91% 4.16% Demand deposits 42,134 38,153 Other liabilities 1,149 902 Shareholders' equity 18,211 16,471 TOTAL LIABILITIES AND EQUITY $263,761 $252,845 NET INTEREST INCOME $2,906 $2,908 Interest Earned/Earning Assets 8.16% 8.64% Interest Expense/Earning Assets 3.47 3.73 Net Yield on Earning Assets 4.69% 4.91% WESTBANK CORPORATION AND SUBSIDIARIES YEAR TO DATE AVERAGE BALANCES INTEREST EARNED - INTEREST EXPENSE (Dollar amounts in thousands) SIX MONTHS ENDED SIX MONTHS ENDED JUNE 30, 1996 JUNE 30, 1995 Balance Interest Rate Balance Interest Rate Federal Funds sold and temporary investments $6,288 $150 4.77% $3,820 $112 5.86% Securities 35,293 1,162 6.58 33,079 1,074 6.49 Loans/leases 201,589 8,693 8.62 196,037 8,699 8.87 Total earning assets 243,170 $10,005 8.23 232,936 $9,885 8.49 Loan loss allowance (3,703) (3,065) All other assets 19,212 18,804 TOTAL ASSETS $258,679 $248,675 LIABILITIES AND EQUITY Interest bearing deposits $188,679 $4,094 4.34 $186,576 $3,984 4.27 Borrowed funds 8,501 124 2.92 7,437 153 4.11 Total interest bearing liabilities 197,180 $4,218 4.28 194,013 $4,137 4.26 Interest rate spread 3.95% 4.23% Demand deposits 42,330 37,596 Other liabilities 1,102 854 Shareholders' equity 18,067 16,212 TOTAL LIABILITIES AND EQUITY $258,679 $248,675 NET INTEREST INCOME $5,787 $5,748 Interest Earned/Earning Assets 8.23% 8.49% Interest Expense/Earning Assets 3.47 3.55 Net Yield on Earning Assets 4.76% 4.94% WESTBANK CORPORATION AND SUBSIDIARIES 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 Events Information Concerning Forward-Looking Statements. Westbank has made and may make in the future forward looking statements concerning future performance, including but not limited to future earnings, and events or conditions which may affect such future performance. These forward looking statements are based upon management's expectations and belief concerning possible future developments and the potential effect of such future developments on Westbank. There is no assurance that such future developments will be in accordance with management's expectations and belief or that the effect of any future developments on Westbank will be those anticipated by Westbank management. All assumptions that form the basis of any forward looking statements regarding future performance, as well as events or conditions which may affect such future performance, are based on factors that are beyond Westbank's ability to control or predict with precision, including future market conditions and the behavior of other market participants. Among the factors that could cause actual results to differ materially from such forward looking statements are the following: 1. The status of the economy in general, as well as in Westbank's prime market area, Western Massachusetts; 2. The recovery of the real estate market in Western Massachusetts; 3. Competition in Westbank's prime market area from other banks, especially in light of continued consolidation in the New England banking industry. 4. Any changes in federal and state bank regulatory requirements; 5. Changes in interest rates; and 6. The cost and other effects of unanticipated legal and administrative cases and proceedings, settlements and investigations. While Westbank periodically reassesses material trends and uncertainties affecting the Corporation's performance in connection with is preparation of management's discussion and analysis of results of operations and financial condition contained in its quarterly and annual reports, Westbank does not intend to review or revise any particular forward looking statement in light of future events. ITEM 6. Exhibits and Reports on Form 8 - None WESTBANK CORPORATION AND SUBSIDIARIES 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 13, 1996 Donald R. Chase President and Chief Executive Officer Date: August 13, 1996 John M. Lilly Treasurer and Chief Financial Officer