SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from______________to____________ Commission File Number 0-15137 MASSBANK Corp. (Exact name of registrant as specified in its charter) Delaware 04-2930382 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 123 HAVEN STREET Reading, Massachusetts 01867 (Address of principal executive offices, including Zip Code) Registrant's telephone number, including area code: (781) 662-0100 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 [ ] The number of shares outstanding of the issuer's classes of common stock, as of the latest practicable date is: Class: Common stock $1.00 per share. Outstanding at May 5, 1999: 3,414,325 shares. MASSBANK CORP. AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION Page ITEM 1. Financial Statements Consolidated Balance Sheets as of March 31, 1999 (unaudited) and December 31, 1998 3 Consolidated Statements of Income (unaudited) for the three months ended March 31, 1999 and 1998 4 Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 1999 (unaudited) and the year ended December 31, 1998 5 - 6 Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 1999 and 1998 7 - 8 Condensed Notes to the Consolidated Financial Statements 9 - 10 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 - 28 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 28 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings 29 ITEM 2. Changes in Securities 29 ITEM 3. Defaults Upon Senior Securities 29 ITEM 4. Submission of Matters to a Vote of Security Holders 29 ITEM 5. Other Information 29 ITEM 6. Exhibits and Reports on Form 8-K 29 Signature Page 30 MASSBANK CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands except share data) March 31, December 31, 	 1999 1998 (unaudited) Assets: Cash and due from banks $ 7,689 $ 7,038 Short-term investments (Note 3) 169,048 147,776 ________________________________________________________________________________ Total cash and cash equivalents 176,737 154,814 Term federal funds sold -- 25,000 Interest-bearing deposits in banks 1,511 2,033 Securities held to maturity, at amortized cost (market value of $349 in 1999 and $354 in 1998) 349 354 Securities available for sale, at market value (amortized cost of $409,774 in 1999 and $398,343 in 1998) 425,615 418,126 Trading securities, at market value 15,944 30,793 Loans: (Note 4) Mortgage loans 291,152 283,654 Other loans 20,998 21,335 Less: allowance for loan losses (2,500) (2,450) ________________________________________________________________________________ Net loans 309,650 302,539 Premises and equipment 4,250 4,320 Real estate acquired through foreclosure -- 86 Accrued interest receivable 4,576 5,058 Goodwill 1,363 1,387 Other assets 1,864 2,115 ________________________________________________________________________________ Total assets $941,859 $946,625 Liabilities and Stockholders' Equity: Deposits $822,001 $824,031 Escrow deposits of borrowers 1,546 1,438 Employee stock ownership plan liability 625 625 Accrued and deferred income taxes payable 6,513 7,484 Other liabilities 2,907 2,558 ________________________________________________________________________________ Total liabilities 833,592 836,136 Stockholders' Equity: Preferred stock, par value $1.00 per share; 2,000,000 shares authorized, none issued -- -- Common stock, par value $1.00 per share; 10,000,000 shares authorized, 7,385,666 and 7,384,332 shares issued, respectively 7,386 7,384 Additional paid-in capital 60,064 60,003 Retained earnings 80,288 78,308 ________________________________________________________________________________ 147,738 145,695 Accumulated other comprehensive income: Net unrealized gains on securities available for sale, net of tax effect 9,493 11,691 Treasury stock at cost, 3,939,707 and 3,885,222 shares, respectively (48,339) (46,272) Common stock acquired by ESOP ( 625) ( 625) ________________________________________________________________________________ Total stockholders' equity 108,267 110,489 ________________________________________________________________________________ Total liabilities and stockholders' equity $941,859 $946,625 <FN> See accompanying condensed notes to consolidated financial statements. MASSBANK CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three months ended March 31, (In thousands except share data) 1999 1998 ______________________________________________________________________________ Interest and dividend income: Mortgage Loans $ 5,125 $ 4,650 Other loans 435 525 Securities available for sale: Mortgage-backed securities 4,455 5,561 Other securities 2,107 2,188 Trading securities 270 296 Federal funds sold 1,663 1,503 Other investments 318 370 ______________________________________________________________________________ Total interest and dividend income 14,373 15,093 ______________________________________________________________________________ Interest expense: Deposits 8,233 8,521 ______________________________________________________________________________ Total interest expense 8,233 8,521 ______________________________________________________________________________ Net interest income 6,140 6,572 Provision for loan losses 50 45 ______________________________________________________________________________ Net interest income after provision for loan losses 6,090 6,527 ______________________________________________________________________________ Non-interest income: Deposit account service fees 178 211 Gains on securities, net 1,378 812 Other 185 223 ______________________________________________________________________________ Total non-interest income 1,741 1,246 ______________________________________________________________________________ Non-interest expense: Salaries and employee benefits 1,869 1,973 Occupancy and equipment 547 555 Data processing 125 130 Professional services 114 121 Advertising and marketing 48 43 Amortization of intangibles 80 69 Other 385 365 ______________________________________________________________________________ Total non-interest expense 3,168 3,256 ______________________________________________________________________________ Income before income taxes 4,663 4,517 Income tax expense 1,750 1,683 ______________________________________________________________________________ Net income $ 2,913 $ 2,834 ______________________________________________________________________________ Weighted average common shares outstanding: Basic 3,450,888 3,534,654 Diluted 3,567,313 3,696,584 Earnings per share (in dollars): Basic $ 0.84 $ 0.80 Diluted 0.82 0.77 <FN> See accompanying condensed notes to consolidated financial statements. MASSBANK CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For The Three Months Ended March 31, 1999 (unaudited) (In thousands except share data) ACCUMULATED COMMON ADDITIONAL OTHER STOCK COMMON PAID-IN RETAINED TREASURY COMPREHENSIVE ACQUIRED STOCK CAPITAL EARNINGS STOCK INCOME BY ESOP TOTAL ________ __________ _________ __________ __________ _________ ________ Balance at December 31, 1998 $7,384 $60,003 $78,308 $(46,272) $11,691 $(625) $110,489 Net Income -- -- 2	,913 -- -- -- 2,913 Other comprehensive income, net of tax: Unrealized gains on securities, net of reclassification adjustment (Note 5) -- -- -- -- (2,198) -- (2,198) _____ Comprehensive income 715 Cash dividends declared and paid ($0.27 per share) -- -- (936) -- -- -- (936) Tax benefit resulting from dividends paid on unallocated shares held by the ESOP -- -- 3 -- -- -- 3 Amortization of ESOP shares committed to be released -- 44 -- -- -- -- 44 Purchase of treasury stock -- -- -- (2,067) -- -- (2,067) Exercise of stock options and related tax benefits 2 17 -- -- -- -- 19 ___________________________________________________________________________________________________________________________ Balance at March 31, 1999 $7,386 $60,064 $80,288 $(48,339) $ 9,493 $(625) $108,267 <FN> See accompanying condensed notes to consolidated financial statements. MASSBANK CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For The Year Ended December 31, 1998 (unaudited) (In thousands except share data) ACCUMULATED COMMON ADDITIONAL OTHER STOCK COMMON PAID-IN RETAINED TREASURY COMPREHENSIVE ACQUIRED STOCK CAPITAL EARNINGS STOCK INCOME BY ESOP TOTAL ________ __________ _________ __________ __________ _________ ________ Balance at December 31, 1997 $7,337 $58,737 $70,984 $(41,569) $ 9,071 $(781) $103,779 Net income -- -- 10,914 -- -- -- 10,914 Other comprehensive income, net of tax: Unrealized gains on securities, net of reclassification adjustment (Note 5) -- -- -- -- 2,620 -- 2,620 ______ Comprehensive income 13,534 Cash dividends declared and paid ($1.02 per share) -- -- (3,605) -- -- -- (3,605) Tax benefit resulting from dividends paid on unallocated shares held by the ESOP -- -- 15 -- -- -- 15 Net decrease in liability to ESOP -- -- -- -- -- 156 156 Amortization of ESOP shares committed to be released -- 243 -- -- -- -- 243 Purchase of treasury stock -- -- -- (4,703) -- -- (4,703) Exercise of stock options and related tax benefits 47 1,023 -- -- -- -- 1,070 __________________________________________________________________________________________________________________________ Balance at December 31, 1998 $7,384 $60,003 $78,308 $(46,272) $11,691 $(625) $110,489 <FN> See accompanying condensed notes to consolidated financial statements. MASSBANK CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 1999 1998 ____ ____ (In thousands) Cash flows from operating activities: Net income $ 2,913 $ 2,834 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 230 230 Loan interest capitalized (16) (11) Amortization of ESOP shares committed to be released 45 66 Decrease in accrued interest receivable 482 31 Increase in other liabilities 349 497 Increase (decrease) in current income taxes payable 809 (182) Accretion of discounts on securities, net of amortization of premiums (333) (282) Net trading securities activity 15,250 (1,325) Gains on securities available for sale (1,320) (780) Gains on trading securities (58) (32) Increase in deferred mortgage loan origination fees, net of amortization 24 46 Deferred income tax (benefit) expense (36) 63 Increase in other assets (203) (62) Loans originated for sale -- (129) Loans sold -- 129 Provision for loan losses 50 45 Gains on sales of real estate acquired through foreclosure -- (1) Increase in escrow deposits of borrowers 108 46 __________________________________________________________________________________________ Net cash provided by operating activities 18,294 1,183 __________________________________________________________________________________________ Cash flows from investing activities: Purchases of term federal funds -- (10,000) Proceeds from maturities of term federal funds 25,000 10,000 Increase in interest bearing bank deposits (25) (469) Proceeds from maturities of interest bearing bank deposits 547 -- Proceeds from sales of investment securities available for sale 18,112 5,073 Proceeds from maturities of investment securities available for sale 22,800 14,500 Purchases of investment securities available for sale (61,391) (19,005) Purchases of mortgage-backed securities (12,297) -- Principal repayments of mortgage-backed securities 23,069 14,351 Principal repayments of securities held to maturity 5 5 Principal repayments of securities available for sale 40 1 Loans originated (24,637) (19,632) Loan principal payments received 17,797 14,834 Loans purchased (345) -- Purchases of premises & equipment (65) (109) Proceeds from sales of real estate acquired through foreclosure 86 89 __________________________________________________________________________________________ Net cash provided by investing activities 8,696 9,638 __________________________________________________________________________________________ MASSBANK CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (unaudited) Three Months Ended March 31, 1999 1998 ____ ____ (In thousands) Cash flows from financing activities: Net decrease in deposits (2,085) (137) Payments to acquire treasury stock (2,067) -- Issuance of common stock under stock option plan 18 269 Tax benefit resulting from stock options exercised -- 71 Dividends paid on common stock (936) (884) Tax benefit resulting from dividends paid on unallocated shares held by the ESOP 3 4 __________________________________________________________________________________________ Net cash used in financing activities (5,067) (677) __________________________________________________________________________________________ Net increase in cash and cash equivalents 21,923 10,144 Cash and cash equivalents at beginning of period 154,814 116,563 _________________________________________________________________________________________ Cash and cash equivalents at end of period $176,737 $126,707 _________________________________________________________________________________________ Supplemental cash flow disclosures: Cash transactions: Cash paid during the period for interest $ 8,238 $ 8,522 Cash paid during the period for taxes, net of refunds 974 1,403 Purchases of securities incomplete (not settled) at beginning of period which settled during the period 129 -- Sales of securities incomplete (not settled) at beginning of period which settled during the period 583 32 Non-cash transactions: SFAS 115: Increase in accumulated other comprehensive income (2,198) 923 Increase in deferred tax liabilities (1,744) 466 Securities reclassified from available for sale to trading securities -- 1,111 Transfers from loans to real estate acquired through foreclosure -- 88 Transfers from premises and equipment to other assets -- 9 _________________________________________________________________________________________ <FN> See accompanying condensed notes to consolidated financial statements. MASSBANK CORP. CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (1) Basis of Presentation The financial condition and results of operations of MASSBANK Corp. (the "Company") essentially reflect the operations of its subsidiary, MASSBANK (the "Bank"). All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles, and in the opinion of management, include all adjustments of a normal recurring nature necessary for the fair presentation of the financial condition of the Company as of March 31, 1999 and December 31, 1998, and its operating results for the three months ended March 31, 1999 and 1998. The results of operations for any interim period are not necessarily indicative of the results to be expected for the entire year. Certain amounts in the prior year's consolidated financial statements have been reclassified to permit comparison with the current fiscal year. The information in this report should be read in conjunction with the financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 1998. (2) Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents consist of cash and due from banks, and short-term investments with original maturities of less than 90 days. (3) Short-Term Investments Short-term investments consist of the following: ________________________________________________________________________________ At At (In thousands) March 31, 1999 December 31, 1998 ________________________________________________________________________________ Federal funds sold (overnight) $144,191 $123,207 Money market funds 24,857 24,569 ________________________________________________________________________________ Total short-term investments $169,048 $147,776 ________________________________________________________________________________ The investments above are stated at cost which approximates market value and have original maturities of 90 days or less. (4) Commitments At March 31, 1999, the Company had outstanding commitments to originate mortgage loans and to advance funds for construction loans amounting to $8,855,000 and commitments under existing home equity lines of credit and other loans of approximately $32,070,000 which are not reflected on the consolidated balance sheet. In addition, as of March 31, 1999, the Company had a performance standby letter of credit conveyed to others in the amount of $625,000 which is also not reflected on the consolidated balance sheet. CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) (5) Reporting Comprehensive Income The Company has adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." This Statement establishes standards for the reporting and displaying of comprehensive income. Comprehensive income is defined as "the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources." It includes all changes in equity during a period except those resulting from investments by and distributions to shareholders. The term "comprehensive income", is used in the Statement to describe the total of all components of comprehensive income including net income. The Company's other comprehensive income and related tax effect for the quarter ended March 31, 1999 and the year ended December 31, 1998 is as follows: For the Three Months Ended March 31, 1999 ____________________________________________________________________________________ Tax Before-Tax (Expense) Net-of-Tax (In thousands) Amount or Benefit Amount ______ __________ ______ Unrealized gains on securities: Unrealized holding gains arising during period $(2,577) $1,170 $(1,407) Less: reclassification adjustment for gains realized in net income (1,365) 574 (791) ______ ________ ______ Net unrealized gains (3,942) 1,744 (2,198) ______ ________ ______ Other comprehensive income $(3,942) $1,744 $(2,198) ______ ________ _____ For the Year Ended December 31, 1998 ____________________________________________________________________________________ Tax Before-Tax (Expense) Net-of-Tax (In thousands) Amount or Benefit Amount ______ __________ ______ Unrealized gains on securities: Unrealized holding gains arising during period $ 7,106 $(2,864) $4,242 Less: reclassification adjustment for gains realized in net income (2,798) 1,176 (1,622) ______ ________ ______ Net unrealized gains 4,308 (1,688) 2,620 ______ ________ ______ Other comprehensive income $4,308 $(1,688) $2,620 ______ ________ ______ MASSBANK CORP. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS March 31, 1999 Cautionary Statement. Certain statements contained in this report or incorporated herein by reference are "forward-looking statements." We may also make written or oral forward-looking statements in other documents we file with the SEC, in our annual reports to stockholders, in press releases and other written materials, and in oral statements made by our officers, directors or employees. You can identify forward-looking statements by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "assume" and other similar expressions which predict or indicate future events and trends and which do not relate to historical matters. In addition, information concerning the costs, timing and effectiveness of Year 2000 compliance, are forward-looking statements. You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Some of the factors that might cause these differences include the following: fluctuations in interest rates, price volatility in the stock and bond markets, inflation, government regulations and economic conditions and competition in the geographic and business areas in which the Company conducts its operations; and the Company and its customers and suppliers may experience unanticipated delays or expenses in achieving Year 2000 compliance. You should carefully review all of these factors, and you should be aware that there may be other factors that could cause these differences. These forward-looking statements were based on information, plans and estimates at the date of this report, and we do not promise to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes. Results of Operations for the three months ended March 31, 1999 GENERAL For the quarter ended March 31, 1999, MASSBANK Corp. reported consolidated net income of $2,913,000 or $0.84 in basic earnings per share compared to net income of $2,834,000, or $0.80 in basic earnings per share in the first quarter of 1998. Diluted earnings per share increased to $0.82 per share from $0.77 per share in the first quarter of last year, representing an increase of 6.5%. The Company's favorable earnings results for the recent quarter can be attributed primarily to higher non-interest income, due to increased securities gains, and a reduction in non-interest expense. These improvements were partially offset by a decrease in net interest income resulting from a decline in net interest margin, partially offset by an increase in average earning assets. AVERAGE BALANCE SHEETS Three Months Ended March 31, 1999 1998 ______________ ______________ Interest Average Interest Average Average Income/ Yield/ Average Income/ Yield/ (In thousands) Balance Expense Rate Balance Expense Rate (4) (4) (4) (4) __________________________________________________________________________________________ Assets: Earning assets: Federal funds sold $143,004 $ 1,663 4.72% $110,451 $ 1,503 5.52% Short-term investments (2) 26,252 313 4.84 27,007 365 5.49 Investment securities 158,759 2,145 5.40 149,901 2,224 5.93 Mortgage-backed securities 262,408 4,455 6.79 324,699 5,561 6.85 Trading securities 25,280 270 4.33 21,955 296 5.40 Mortgage loans (1) 288,215 5,125 7.11 249,825 4,650 7.45 Other loans (1) 21,327 435 8.26 23,256 525 9.14 __________________________________________________ ________________ Total earning assets 925,245 $14,406 6.23% 907,094 $15,124 6.68% Allowance for loan losses (2,456) (2,339) __________________________________________________________________________________________ Total earning assets less allowance for loan losses 922,789 904,755 Other assets 19,689 19,044 __________________________________________________________________________________________ Total assets $942,478 $923,799 __________________________________________________________________________________________ AVERAGE BALANCE SHEETS - (continued) Three Months Ended March 31, 1999 1998 ______________ ______________ Interest Average Interest Average Average Income/ Yield/ Average Income/ Yield/ (In thousands) Balance Expense Rate Balance Expense Rate (4) (4) (4) (4) __________________________________________________________________________________________ Liabilities: Deposits: Demand and NOW $ 73,507 $ 137 0.76% $ 67,050 $ 133 0.80% Savings 347,663 2,914 3.40 353,515 2,982 3.42 Time certificates of deposit 400,339 5,182 5.25 386,843 5,406 5.67 __________________________________________________ ________________ Total deposits 821,509 8,233 4.06 807,408 8,521 4.28 Other liabilities 10,397 10,467 __________________________________________________________________________________________ Total liabilities 831,906 817,875 Stockholders' equity 110,572 105,924 __________________________________________________________________________________________ Total liabilities and stockholders' equity $942,478 $923,799 __________________________________________________________________________________________ Net interest income (tax-equivalent basis) 6,173 6,603 Less adjustment of tax-exempt interest income 33 31 __________________________________________________________________________________________ Net interest income $ 6,140 $ 6,572 __________________________________________________________________________________________ Interest rate spread 2.17% 2.40% __________________________________________________________________________________________ Net interest margin (3) 2.67% 2.91% __________________________________________________________________________________________ (1) Loans on non-accrual status are included in the average balance. (2) Short-term investments consist of interest-bearing deposits in banks and investments in money market funds. (3) Net interest income (tax equivalent basis) before provision for loan losses divided by average interest-earning assets. (4) Includes the effects of SFAS No. 115. Net Interest Income The Company's net interest income was $6,140,000 for the first quarter of 1999, a decrease of $432,000 from the same quarter a year ago. This decrease is the result of a lower net interest margin, partially offset by the positive effect of growth in the Company's average earning assets. The Company's net interest margin for the first quarter of 1999 was 2.67% down from 2.91% for the same quarter of the prior year. Average earning assets for the first quarter of 1999 increased to $925.2 million, up $18.1 million from the corresponding quarter in 1998. MASSBANK's net interest margin over the last twelve months has been negatively impacted by reductions in the Federal Funds rate, an overall decline in market interest rates, and the slope of the yield curve. As market interest rates declined and as the yield curve flattened in 1998, MASSBANK's interest-earning asset yields decreased faster than did its interest-bearing liability rates. The interest rate spread contracted because interest-earning asset yields decreased 23 basis points more than did interest-bearing liability rates, as shown on pages 12 and 13 of this Form 10-Q. Interest and Dividend Income Interest and dividend income on a fully taxable equivalent basis for the three months ended March 31, 1999, decreased to $14,406,000 from $15,124,000 for the three months ended March 31, 1998. The average total earning assets of the Company increased by $18.1 million, as noted above. The increase in interest income resulting from the growth in earning assets in the recent quarter, however, was more than offset by a decline in yield on earning assets. As reflected in the table on page 12, yield declines in each of the Bank's categories of earning assets resulted in an overall decline in yield on the Company's total average earning assets of 45 basis points. The weighted average yield on earning assets for the first quarter of 1999 was 6.23% compared to 6.68% in the same quarter of the prior year. This decline in yield reflects a decrease in market interest rates combined with a significant flattening of the yield curve. Interest Expense Total interest expense for the three months ended March 31, 1999 was $8,233,000, down from $8,521,000 for the same quarter last year. The Company's average deposits, as shown in the table on page 13, increased $14.1 million or 1.7% to $821.5 million in the first quarter of 1999, from $807.4 million in the first quarter of 1998. The decrease in interest expense resulted from a decrease in average cost of funds partially offset by the additional interest expense resulting from the higher deposit volume. The Company's average cost of funds for the three months ended March 31, 1999 was 4.06%, down from 4.28% for the comparable period in 1998. Provision for Loan Losses The allowance for loan losses is increased by provisions charged to operations based on management's assessment of many factors including the risk characteristics of the portfolio, underlying collateral, current and anticipated economic conditions that may affect the borrower's ability to pay, and trends in loan delinquencies and charge-offs. Realized losses, net of recoveries, are charged directly to the allowance. While management uses the information available in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on judgments different from those of management. Provision for Loan Losses (continued) The provision for loan losses for the first quarter of 1999 was $50,000 versus $45,000 for the comparable period in 1998. This increase is essentially due to the growth in the Bank's loan portfolio. In the recent quarter the Bank's loan charge-offs net of recoveries netted to zero compared to net charge-offs on loans of $2,000 for same quarter last year. The reserve coverage as a percentage of the Bank's non-performing assets increased in the recent quarter. At March 31, 1999, MASSBANK's allowance for loan losses totalled $2,500,000 representing 341.5% of non-performing assets compared to $2,377,000 representing 152.3% of non-performing assets at the end of the first quarter in 1998. Non-Interest Income Non-interest income consists of deposit account service fees, net gains on securities and other non-interest income. Non-interest income increased to $1,741,000 for the quarter ended March 31, 1999, from $1,246,000 for the comparable quarter of the prior year. This improvement is due to an increase in securities gains in 1999. Net gains on securities totaled $1,378,000 in the first quarter of this year compared to $812,000 in the first quarter of the prior year. The Bank's equity securities portfolio continues to provide the Bank with significant returns. Realized gains on the sale of equity securities totaled $1,424,000 for the three months ended March 31, 1999. The Bank also recorded a mark-to- market gain on its trading account of $13,000 during this same period. These gains, however, were partially offset by net losses realized on the sale of debt securities of $59,000. The Bank's deposit account service fees and other non-interest income totaled $178,000 and $185,000, respectively, in the first quarter of 1999 compared to $211,000 and $223,000, respectively, in the first quarter of 1998. Non-Interest Expense Non-interest expense decreased by $88,000, or 2.7% to $3,168,000 in the first quarter of 1999 from $3,256,000 in the first quarter of 1998. Salaries and employee benefits, the largest component of non-interest expense, decreased by $104,000 or 5.3% from $1,973,000 in the first quarter of 1998 to $1,869,000 in the recent quarter. This reduction is due primarily to a decrease of $65,000 in compensation and benefits expenses which are tied to the Company's stock performance. Also contributing to the reduction in salaries and employee benefits expenses was an increase of $29,000 in loan origination related salary expenses (which are amortized over the life of the loan) being deferred due to increased residential lending activity. Occupancy and equipment expense was $547,000 in the first quarter of 1999, essentially unchanged from $555,000 in the first quarter of last year. All other expenses combined, consisting of data processing, professional services, advertising and marketing, amortization of intangibles and other expenses, increased by $24,000 from $728,000 for the three months ended March 31, 1998 to $752,000 for the three months ended March 31, 1999. Income Tax Expense The Company, the Bank and its subsidiaries file a consolidated federal income tax return. The Parent Company is subject to a State of Delaware Franchise Tax and a State of Massachusetts Bank Excise Tax and the Bank's subsidiaries are subject to a State of Massachusetts Corporate Excise Tax. The provision for federal and state income taxes increased to $1,750,000 for the three months ended March 31, 1999 from $1,683,000 for the same period in 1998. This increase is due to higher income before income taxes and a modest increase in the Company's effective income tax rate. The Company's combined effective income tax rate for the first quarter of 1999 is 37.5% compared to 37.3% for the same quarter a year ago. Financial Condition Total assets at March 31, 1999 were $941.9 million, a decrease of $4.7 million from $946.6 million at December 31, 1998. The decrease in total assets was driven by an $11.6 million decrease in the investment portfolio, partially offset by $7.1 million growth in net loans. Other assets decreased by $0.2 million in the first quarter of 1999. Total investments consisting of investment securities and other short-term investments, including term federal funds sold and interest-bearing bank deposits, decreased from $624.1 million at December 31, 1998 to $612.5 million at March 31, 1999. The decrease is mainly attributable to the Bank's trading securities portfolio which declined approximately $14.9 during the recent quarter. This reduction was partially offset by an increase in the Bank's investment in debt and equity securities available for sale which grew by $7.5 million this past quarter. MASSBANK's net loan portfolio increased to $309.7 million at March 31, 1999 reflecting a net increase in loans of $7.1 million in the first three months of 1999. This improvement results from an increase in loan originations. Loan originations totalled $24.6 million in the three months ended March 31, 1999, up approximately 24%, or $4.8 million from $19.8 million in the first three months of 1998. Total deposits were $822.0 million at March 31, 1999 reflecting a modest reduction from $824.0 million at year end 1998. Total stockholders' equity declined to $108.3 million at March 31, 1999 from $110.5 million at December 31, 1998. The decrease results primarily from the cost of the 54,485 shares of (MASSBANK Corp.) treasury stock that the Company repurchased during the recent quarter for a total amount of $2.1 million and a reduction in net unrealized gains, net of tax effect, on the Company's available for sale securities in the amount of $2.2 million. These decreases were partially offset by an increase of $2.0 million in the Company's retained earnings in the recent quarter. As a result, the Company's book value per share decreased to $31.42 per share, from $31.58 per share at year end 1998. Investments As previously noted, total investments consisting of investment securities, short-term investments, term federal funds sold and interest-bearing bank deposits equalled $612.5 million at March 31, 1999, down $11.6 million from $624.1 million at year end 1998. These investments are principally in federal funds sold, short-term U.S. Treasury and government agency obligations and government agency fifteen year mortgage-backed securities. The Bank also maintains an equity securities portfolio, valued at $23.3 million as of March 31, 1999, that has yielded substantial realized and unrealized gains. Nearly all of the Bank's investment securities are classified as available for sale or trading securities. Management evaluates its investment alternatives in order to properly manage the mix of assets on its balance sheet. Investment securities available for sale and trading securities provide liquidity, facilitate interest rate sensitivity management and enhance the Bank's ability to respond to customers' needs should loan demand increase and/or deposits decline. The Bank continues to maintain a large proportion of its securities portfolio in government agency mortgage-backed securities. These represent an attractive investment with minimal credit risk, no servicing responsibilities, and no delinquencies. The Bank's investment in mortgage-backed securities totalled $261.0 million at March 31, 1999 versus $272.6 million at year end 1998. The Bank also maintains a portfolio of trading securities which consisted of the following as of the dates shown: March 31, December 31, (In thousands) 1999 1998 _____________ ____________ U.S. Treasury bills $14,788 $29,707 Investment in mutual funds 1,115 1,086 Equity securities 41 -- _______ _______ Total $15,944 $30,793 FINANCIAL CONDITION INVESTMENT SECURITIES The amortized cost and estimated market value of investment securities at March 31, 1999 with gross unrealized gains and losses, follows: _________________________________________________________________________________________ Gross Gross Amortized Unrealized Unrealized Market (In thousands) At March 31, 1999 Cost Gains Losses Value _________________________________________________________________________________________ Securities held to maturity: Other bonds and obligations $ 349 $ -- $ -- $ 349 _________________________________________________________________________________________ Total securities held to maturity $ 349 $ -- $ -- $ 349 _________________________________________________________________________________________ Securities available for sale: Debt securities: U.S. Treasury obligations $120,681 $ 1,502 $ (32) $122,151 U.S. Government agency obligations 19,131 9 (27) 19,113 _________________________________________________________________________________________ Total 139,812 1,511 (59) 141,264 _________________________________________________________________________________________ Mortgage-backed securities: Government National Mortgage Association 45,255 1,320 -- 46,575 Federal Home Loan Mortgage Corporation 199,251 4,351 (15) 203,587 Federal National Mortgage Association 4,757 156 (5) 4,908 Collateralized mortgage obligations 5,666 67 -- 5,733 Other 193 9 -- 202 _________________________________________________________________________________________ Total mortgage-backed securities 255,122 5,903 (20) 261,005 _________________________________________________________________________________________ Total debt securities 394,934 7,414 (79) 402,269 _________________________________________________________________________________________ Equity securities 14,840 8,663 (157) 23,346 _________________________________________________________________________________________ Total securities available for sale 409,774 $ 16,077 $ (236) $425,615 _________________________________________________________________________________________ Net unrealized gains on securities available for sale 15,841 _________________________________________________________________________________________ Total securities available for sale, net $425,615 _________________________________________________________________________________________ Total investment securities, net $425,964 _________________________________________________________________________________________ Trading securities $ 15,933 $ 15,944 _________________________________________________________________________________________ FINANCIAL CONDITION INVESTMENT SECURITIES (continued) The amortized cost and estimated market value of investment securities at December 31, 1998 with gross unrealized gains and losses, follows: __________________________________________________________________________________________ Gross Gross Amortized Unrealized Unrealized Market (In thousands) At December 31, 1998 Cost Gains Losses Value __________________________________________________________________________________________ Securities held to maturity: Other bonds and obligations $ 354 $ -- $ -- $ 354 __________________________________________________________________________________________ Total securities held to maturity $ 354 $ -- $ -- $ 354 __________________________________________________________________________________________ Securities available for sale: Debt securities: U.S. Treasury obligations $112,627 $ 2,354 $ -- $114,981 U.S. Government agency obligations 8,966 26 -- 8,992 __________________________________________________________________________________________ Total 121,593 2,380 -- 123,973 __________________________________________________________________________________________ Mortgage-backed securities: Government National Mortgage Association 48,347 1,517 -- 49,864 Federal Home Loan Mortgage Corporation 205,949 5,116 (6) 211,059 Federal National Mortgage Association 4,984 181 -- 5,165 Collateralized mortgage obligations 6,193 60 (3) 6,250 Other 223 12 -- 235 __________________________________________________________________________________________ Total mortgage-backed securities 265,696 6,886 (9) 272,573 __________________________________________________________________________________________ Total debt securities 387,289 9,266 (9) 396,546 __________________________________________________________________________________________ Equity securities 11,054 10,579 (53) 21,580 __________________________________________________________________________________________ Total securities available for sale 398,343 $ 19,845 $ (62) $418,126 __________________________________________________________________________________________ Net unrealized gains on securities available for sale 19,783 __________________________________________________________________________________________ Total securities available for sale, net $418,126 __________________________________________________________________________________________ Total investment securities, net $418,480 __________________________________________________________________________________________ Trading securities $ 30,802 $ 30,793 __________________________________________________________________________________________ Investments (continued) The amortized cost and estimated market value of debt securities held to maturity and debt securities available for sale by contractual maturity at March 31, 1999 and December 31, 1998 are as follows: March 31, 1999 ____________________________________________ Available for Sale Held to Maturity Amortized Market Amortized Market Maturing: Cost Value Cost Value (In thousands) Within 1 year $ 54,943 $ 55,279 $ -- $ -- After 1 year but within 5 years 81,752 82,788 230 230 After 5 years but within 10 years 2,962 3,042 78 78 After 10 years but within 15 years -- -- 41 41 After 15 years 155 155 -- -- ________ _______ ______ ______ 139,812 141,264 349 349 Mortgage-backed securities 255,122 261,005 -- -- ________ _______ ______ ______ $394,934 $402,269 $ 349 $ 349 December 31, 1998 ____________________________________________ Available for Sale Held to Maturity Amortized Market Amortized Market Maturing: Cost Value Cost Value (In thousands) Within 1 year $ 52,876 $ 53,266 $ -- $ -- After 1 year but within 5 years 65,561 67,345 230 230 After 5 years but within 10 years 2,961 3,164 82 82 After 15 years 195 198 42 42 ________ _______ ______ ______ 121,593 123,973 354 354 Mortgage-backed securities 265,696 272,573 -- -- ________ _______ ______ ______ $387,289 $396,546 $ 354 $ 354 LOANS The composition of the Bank's loan portfolio is summarized as follows: _______________________________________________________________________________________ At At (In thousands) March 31, 1999 December 31, 1998 _______________________________________________________________________________________ Mortgage loans: Residential $289,463 $281,862 Commercial 2,304 2,257 Construction 620 730 _______________________________________________________________________________________ 292,387 284,849 Add: Premium on loans 242 259 Less: deferred mortgage loan origination fees (1,477) (1,454) _______________________________________________________________________________________ Total mortgage loans 291,152 283,654 Other loans: Consumer: Installment 1,426 1,547 Guaranteed education 7,754 7,967 Other secured 1,178 1,366 Home equity lines of credit 10,372 10,159 Unsecured 221 235 _______________________________________________________________________________________ Total consumer loans 20,951 21,274 Commercial 47 61 _______________________________________________________________________________________ Total other loans 20,998 21,335 _______________________________________________________________________________________ Total loans $312,150 $304,989 _______________________________________________________________________________________ The Bank's loan portfolio increased $7.2 million during the first three months of 1999, from $305.0 million at December 31, 1998 to $312.2 million at March 31, 1999. Essentially all of the increase was in the residential 1-4 family category. Loan originations increased to $24.6 million in the first quarter of 1999 compared to $19.8 million in the first quarter of last year, an increase of $4.8 million or 24%. NON-PERFORMING ASSETS The following table shows the composition of the Bank's non-performing assets at March 31, 1999 and 1998, and December 31, 1998: At At At March 31, December 31, March 31, (In thousands) 1999 1998 1998 ____________________________________________________________________________________ Non-Performing Assets: Non-accrual loans $ 732 $ 1,004 $ 1,561 Real estate acquired through foreclosure -- 86 -- ____________________________________________________________________________________ Total non-performing assets $ 732 $ 1,090 $ 1,561 ____________________________________________________________________________________ Allowance for possible loan losses $ 2,500 $ 2,450 $ 2,377 Allowance as percent of non-performing assets 341.5 % 224.8 % 152.3 % Non-accrual loans as percent of total loans 0.23% 0.33% 0.56% Non-performing assets as percent of total assets 0.08% 0.12% 0.17% ____________________________________________________________________________________ The Bank generally does not accrue interest on loans which are 90 days or more past due. It is the Bank's policy to place such loans on non-accrual status and to reverse from income all interest previously accrued but not collected and to discontinue all amortization of deferred loan fees. Non-performing assets decreased from December 31, 1998 to March 31, 1999 as noted in the table above. The principal balance of non-accrual loans was down to $732,000, or approximately one-quarter of 1% of total loans at March 31, 1999. The Bank did not have any real estate acquired through foreclosure or impaired loans as of March 31, 1999. ALLOWANCE FOR LOAN LOSSES An analysis of the activity in the allowance for loan losses is as follows: Three Months Ended March 31, 1999 1998 _______________________________________________________________________________ (In thousands) Balance at beginning of period $ 2,450 $ 2,334 Provision for loan losses 50 45 Recoveries of loans previously charged-off 1 6 Less: Charge-offs (1) (8) _________________________________________________________________________________ Balance at end of period $ 2,500 $ 2,377 _________________________________________________________________________________ The allowance for loan losses is established through a provision for loan losses charged to operations based on management's assessment of many factors including the risk characteristics of the portfolio, underlying collateral, current and anticipated economic conditions that may effect the borrowers ability to pay, and trends in loan delinquencies and charge-offs. Realized losses, net of recoveries, are charged directly to the allowance. While management uses the information available in establishing the allowance for losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on judgments different from those of management. At March 31, 1999 the balance of the allowance for loan losses was $2,500,000 representing 341.5% of non-accrual loans. Management believes that the allowance for loan losses is adequate to cover the risks inherent in the portfolio under current conditions. DEPOSITS Deposit accounts of all types have traditionally been the primary source of funds for the Bank's lending and investment activities. The Bank's deposit flows are influenced by prevailing interest rates, competition and other market conditions. The Bank's management attempts to manage its deposits through selective pricing and marketing. The Bank's total deposits decreased by $2.0 million to $822.0 million at March 31, 1999 from $824.0 million at December 31, 1998. The composition of the Bank's total deposits as of the dates shown are summarized as follows: March 31, December 31, 1999 1998 ______________________________________________________________________________ (In thousands) Demand and NOW $ 71,244 $ 76,173 Savings and money market accounts 351,096 348,049 Time certificates of deposit 400,321 400,524 Deposit acquisition premium, net of amortization (660) (715) ________________________________________________________________________________ Total deposits $822,001 $824,031 ________________________________________________________________________________ Recent Accounting Developments "Accounting for Derivative Instruments and Hedging Activities" In June 1998, the Financial Accounting Standards Board ("FASB") issued Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities." This Statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in its balance sheet and measure those instruments at fair market value. Under this Statement, an entity that elects to apply hedge accounting is required to establish at the inception of the hedge the method it will use for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. This Statement is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. This Statement is not expected to have a material effect on the Company's consolidated financial statements. Liquidity and Capital Resources The Bank must maintain a sufficient amount of cash and assets which can readily be converted into cash in order to meet cash outflows from normal depositor requirements and loan demands. The Bank's primary sources of funds are deposits, loan amortization and prepayments, sales or maturities of investment securities and income on earning assets. In addition to loan payments and maturing investment securities, which are relatively predictable sources of funds, the Bank maintains a high percentage of its assets invested in overnight federal funds sold, which can be immediately converted into cash and United States Treasury and Government agency securities, which can be sold or pledged to raise funds. At March 31, 1999 the Bank had $144.2 million or 15.3% of total assets and $156.1 million or 16.6% of total assets invested, respectively, in overnight federal funds sold and United States obligations. The Bank is a Federal Deposit Insurance Corporation ("FDIC") insured institution subject to the FDIC regulatory capital requirements. The FDIC regulations require all FDIC insured institutions to maintain minimum levels of Tier 1 capital. Highly rated banks (i.e., those with a composite rating of 1 under the CAMELS rating system) are required to maintain a minimum leverage ratio of Tier 1 capital to total assets of at least 3.00%. An additional 100 to 200 basis points are required for all but these most highly rated institutions. The Bank is also required to maintain a minimum level of risk-based capital. Under the new risk-based capital standards, FDIC insured institutions must maintain a Tier 1 capital to risk-weighted assets ratio of 4.00% and are generally expected to meet a minimum total qualifying capital to risk-weighted assets ratio of 8.00%. The new risk-based capital guidelines take into consideration risk factors, as defined by the regulators, associated with various categories of assets, both on and off the balance sheet. Under the guidelines, capital strength is measured in two tiers which are used in conjunction with risk adjusted assets to determine the risk-based capital ratios. Tier II components include supplemental capital components such as qualifying allowance for loan losses and qualifying subordinated debt and up to 45 percent of the pre-tax net unrealized holding gains on certain available for sale equity securities. Tier I plus the Tier II capital components is referred to as total qualifying capital. The capital ratios of the Bank and the Company currently exceed the minimum regulatory requirements. At March 31, 1999, the Bank had a leverage Tier I capital to total assets ratio of 10.33%, a Tier I capital to risk- weighted assets ratio of 31.28% and a total capital to risk-weighted assets ratio of 33.35%. The Company, on a consolidated basis, had ratios of leverage Tier I capital to total assets of 10.46%, Tier I capital to risk-weighted assets of 31.68% and total capital to risk-weighted assets of 33.75% at March 31, 1999. Year 2000 Issue As we near the 21st century, MASSBANK is taking important steps to tackle the computer glitch dubbed the Year 2000 Problem, Y2K, or Millennium Bug. The problem originated from software designers' attempt to save memory by recording years in a two-digit format - "98" instead of "1998" for example - but didn't take into account that the year 2000, or "00" could also be interpreted, by any system that has time sensitive software, as the year 1900 rather than the year 2000. This could result in a system failure or in miscalculations. In May 1997, the Company organized a Year 2000 project team to address the Y2K critical issues in order to resolve its Year 2000 computer problems. The project team provides direct oversight of the Year 2000 initiative. The Company's Board of Directors receives project updates on a quarterly basis and the Bank's Board of Directors receives a monthly project update. The project team has completed its assessment of the Company's technology and non-information technology systems, such as vault doors, elevators, and security systems, to identify the systems that could be affected by the Year 2000 issue and has developed a plan to address this issue. The project plan, which incorporates the Federal Financial Institutions Examination Council ("FFIEC") recommended guidelines, encompasses a service bureau for systems that are outsourced, in-house systems, vendors, customers and suppliers (including correspondent banks). In addition to addressing the Company's technology issues, the project plan includes a customer awareness program designed to keep the Bank's customers informed about the Year 2000 issue and the Company's state of readiness. The Company has incurred and will continue to incur expenses in connection with the testing and upgrading of its computer systems to prepare for the Year 2000. Year 2000 project expenditures to-date approximate $126 thousand. First quarter 1999 expenditures totalled $73,000. Approximately $21 thousand of the first quarter 1999 expenditures were expensed as incurred, while the cost of new hardware and software of approximately $52 thousand was capitalized and will be amortized over the software and hardware's useful life. The capitalized expenditures represent the partial payment on new check processing equipment and the replacement of some personal computers and VCRs that were not Year 2000 ready. Expenses for the remainder of the Year 2000 project are not expected to exceed $200 thousand. This includes the remaining cost of approximately $110 thousand to upgrade the Bank's check processing equipment. Since the majority of these expenditures will be to replace or upgrade existing hardware and software, the majority of these expenditures will be capitalized and amortized in accordance with the Company's standard accounting practices. The Company relies on a third party service bureau for its primary business processes (e.g., loans and deposits applications). It continues to work closely with the service bureau to monitor the progress of their Year 2000 efforts. The service bureau's Y2K remediation efforts are also being monitored by the federal banking regulators. The service bureau has substantially completed the remediation and testing of all its applications. The Company's testing with the service bureau that began April 1998 is expected to be substantially completed by the end of the second quarter of 1999. However, the Company may continue testing into the third quarter of 1999. Year 2000 (continued) The Company has made significant progress in testing, upgrading, and/or replacing its information systems to assure Y2K compliance. The testing of all of the Company's computer hardware and mission critical internal information systems has been substantially completed, with the exception of its trust and items processing department systems. These systems are being replaced with hardware and software that is Year 2000 ready. The systems were delivered in March 1999 and will be installed and operational in the second quarter of 1999. The Company expects testing of these systems to be substantially completed by the end of the second quarter of 1999. Most of the Company's other date sensitive systems operate on software supported by outside vendors. The Company continues to monitor the progress of their Year 2000 efforts and is seeking to receive written verification from these vendors as to their Year 2000 readiness. Testing of the Company's non-mission critical internal information systems and interfaces is expected to be substantially completed by June 30, 1999. Examination of the Company's non-information technology systems indicated that no significant replacements are required for Year 2000 readiness. While the Company continues to receive written verification from its service bureau and vendors as to their Year 2000 compliance, and continues to test their systems, there is no guarantee that these systems will not fail in the Year 2000. Also, there can be no assurance that the systems of other companies, banks, government agencies, etc. that interface with the Company will be timely remediated. If they are not successful, the Year 2000 problem could have a material effect on the Company's operations. The Company, therefore, has drafted contingency and business resumption plans for its primary lines of business. These plans are being enhanced to address potential Year 2000 scenarios. This process will be completed by the end of the second quarter of 1999. The expenditures of the project and the dates on which the Bank plans to complete Year 2000 testing and contingency and business resumption plans, are based on management's best estimates, which were derived utilizing numerous assumptions of future events including the continued availability of certain resources, third party modification plans and other factors. Management presently does not believe that the Year 2000 issue will result in significant operational problems for the Company. In addition, the Company's efforts to address the Year 2000 issue are being monitored by its federal banking regulators. Failure to be Year 2000 compliant on a timely basis could subject the Company to formal supervisory or enforcement actions. Impact Of Inflation And Changing Prices MASSBANK Corp.'s financial statements presented herein have been prepared in accordance with generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time, due to the fact that substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Sensitivity and Liquidity See discussion and analysis of interest rate sensitivity and liquidity provided in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1998. There have been no material changes in reported market risks faced by the Corporation since the filing of the Corporation's 1998 Annual Report on Form 10-K. PART II - OTHER INFORMATION Item 1. Legal Proceedings From time to time, MASSBANK Corp. and/or the Bank are involved as a plaintiff or defendant in various legal actions incident to their business. As of March 31, 1999, none of these actions individually or in the aggregate is believed by management to be material to the financial condition of MASSBANK Corp. or the Bank. Item 2. Changes in Securities Not Applicable. Item 3. Defaults Upon Senior Securities Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K a. Exhibits Exhibit No. 11.1: Statement regarding computation of per share earnings. b. Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MASSBANK Corp. & Subsidiaries _____________________________ (Registrant) Date: May 11, 1999 /s/Gerard H. Brandi ___________________________ (Signature) Gerard H. Brandi President and CEO Date: May 11, 1999 /s/Reginald E. Cormier ___________________________ (Signature) Reginald E. Cormier V.P., Treasurer and CFO