FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended 06/30/98 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: 000-20809 SIS BANCORP, INC. (Exact Name of Issuer as Specified in its Charter) Massachusetts 04-3303264 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) SIS BANCORP, INC. 1441 Main Street Springfield, Massachusetts 01102 (Address of Principal Executive Offices) (Zip Code) (413) 748-8000 (Issuers 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 ____ Indicate the number of shares outstanding of the registrant's common stock, as of the latest practicable date: 7,017,235 shares as of August 6, 1998. CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Report contains certain "forward-looking statements" including statements concerning plans, objectives, future events or performance and assumptions and other statements which are other than statements of historical fact. SIS Bancorp, Inc. and its subsidiaries (the "Company") wishes to caution readers that the following important factors, among others, may have affected and could in the future affect the Company's actual results and could cause the Company's actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herein: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, with which the Company must comply, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board; (iii) the effect on the Company's competitive position within its market area of the increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as nonbank providers of various financial services; (iv) the effect of changes in interest rates; (v) the effect of changes in the business cycle and downturns in the local, regional or national economies; (vi) the effect of the "year 2000" issue (i.e. that current computer programs use only two digits to identify a year in the date field and cannot reflect a change in the century) on the Company's financial condition or results of operations; and (vii) the impact of pending litigation on the Company's financial condition or results of operations. SIS BANCORP, INC. AND SUBSIDIARIES FORM 10-Q INDEX PAGE NO. PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheet at June 30, 1998 and December 31, 1997.................................. 1 Condensed Consolidated Statement of Operations for the three and six months ended June 30, 1998 and 1997....................... 2 Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 1998 and 1997................................. 3 Condensed Consolidated Statement of Changes in Stockholders' Equity for the six months ended June 30, 1998 and 1997......................... 5 Notes to the Unaudited Financial Statements............................. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............... 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings........................................... 28 Item 2. Changes in ecurities........................................ 28 Item 3. Default upon Senior ecurities............................... 28 Item 4. Submission of Matters to a Vote of Security olders.......... 28 Item 5. Other Information........................................... 28 Item 6. Exhibits and Reports on Form -K............................. 28 SIGNATURES................................................................. 29 SIS BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (Dollars In Thousands) (Unaudited) June 30, December 31, 1998 1997 ------------ ------------- ASSETS Cash and due from banks $ 56,578 $ 50,297 Federal funds sold and short term investments 42,765 17,317 Investment securities available for sale 566,945 576,108 Investment securities held to maturity (fair value: $234,404 at June 30, 1998 and $193,396 at December 31, 1997) 233,767 193,007 Loans receivable, net of allowance for possible losses ($23,482 at June 30, 1998 and $22,724 at December 31, 1997) 870,145 828,761 Accrued interest and dividends receivable 11,220 10,749 Investments in real estate and real estate partnerships 2,425 2,903 Foreclosed real estate, net 841 1,209 Bank premises, furniture and fixtures, net 37,541 35,843 Other assets 19,435 17,424 ----------- ----------- Total assets $ 1,841,662 $ 1,733,618 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $ 1,326,895 $ 1,267,298 Federal Home Loan Bank advances 202,452 184,121 Securities sold under agreements to repurchase 131,276 113,299 Loans payable 2,314 2,492 Mortgage escrow deposits 6,501 5,642 Accrued expenses and other liabilities 40,687 35,294 ----------- ----------- Total liabilities 1,710,125 1,608,146 ----------- ----------- Commitments and contingent liabilities -- -- Stockholders' equity: Preferred stock ($.01 par value; 5,000,000 shares authorized: no shares issued and outstanding) -- -- Common stock ($.01 par value; 25,000,000 shares authorized; shares issued: 7,059,974 at June 30, 1998 and 7,081,187 at December 31, 1997; shares outstanding: 6,961,724 at June 30, 1998 and 6,947,787 at December 31, 1997) 71 71 Unearned compensation (2,943) (3,123) Additional paid-in capital 54,473 54,755 Retained earnings 81,321 75,153 Accumulated other comprehensive income - net unrealized gain on investment securities available for sale 1,205 2,133 Treasury stock, at cost (98,250 and 133,400 shares at June 30, 1998 and December 31, 1997, respectively) (2,590) (3,517) ----------- ----------- Total stockholders' equity 131,537 125,472 ----------- ----------- Total liabilities and stockholders' equity $ 1,841,662 $ 1,733,618 =========== =========== See accompanying Notes to the Unaudited Financial Statements 1 SIS BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Dollars In Thousands Except Per Share Amounts) (Unaudited) (Unaudited) Three Months Ended Six Months Ended -------------------------- -------------------------- June 30, June 30, June 30, June 30, 1998 1997 1998 1997 ----------- ----------- ----------- ----------- Interest and dividend income: Loans $ 18,128 $ 16,694 $ 36,029 $ 32,942 Investment securities available for sale 8,424 9,184 16,941 17,686 Investment securities held to maturity 3,694 3,691 7,166 7,469 Investment securities held for trading -- 3 -- 5 Federal funds sold and short term investments 530 134 1,091 429 ----------- ----------- ----------- ----------- Total interest and dividend income 30,776 29,706 61,227 58,531 ----------- ----------- ----------- ----------- Interest expense: Deposits 10,992 10,294 21,569 20,350 Borrowings 4,547 4,348 9,022 8,204 ----------- ----------- ----------- ----------- Total interest expense 15,539 14,642 30,591 28,554 ----------- ----------- ----------- ----------- Net interest and dividend income 15,237 15,064 30,636 29,977 Less: Provision for possible loan losses 252 465 503 965 ----------- ----------- ----------- ----------- Net interest and dividend income after provision for possible loan losses 14,985 14,599 30,133 29,012 Noninterest income: Net gain on sale of loans 369 86 624 192 Net gain on sale of securities available for sale 2 60 2 60 Net gain on sale of securities held for trading -- 30 -- 19 Fees and other income 4,158 3,696 7,879 6,994 ----------- ----------- ----------- ----------- Total noninterest income 4,529 3,872 8,505 7,265 ----------- ----------- ----------- ----------- Noninterest expense: Operating expenses: Salaries and employee benefits 6,634 6,141 12,855 12,055 Occupancy expense of bank premises, net 1,320 1,159 2,540 2,359 Furniture and equipment expense 932 790 1,895 1,563 Other operating expenses 4,401 4,170 8,482 8,371 ----------- ----------- ----------- ----------- Total operating expenses 13,287 12,260 25,772 24,348 ----------- ----------- ----------- ----------- Foreclosed real estate (income) expense -- (11) 68 (85) Net (income) expense of real estate operations (578) 58 (591) 479 ----------- ----------- ----------- ----------- Total noninterest expense 12,709 12,307 25,249 24,742 Income before income tax expense 6,805 6,164 13,389 11,535 Income tax expense 2,580 2,449 5,088 4,540 ----------- ----------- ----------- ----------- Net income $ 4,225 $ 3,715 $ 8,301 $ 6,995 =========== =========== =========== =========== Earnings per share: Basic $ 0.63 $ 0.56 $ 1.24 $ 1.06 Diluted $ 0.60 $ 0.53 $ 1.17 $ 1.01 Weighted average shares outstanding: Basic 6,691,200 6,634,841 6,676,786 6,623,541 Diluted 7,096,211 6,948,283 7,082,651 6,922,180 See accompanying Notes to the Unaudited Financial Statements 2 SIS BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars In Thousands) (Unaudited) Six Months Ended June 30, ---------------------- 1998 1997 --------- --------- Cash Flows From Operating Activities Net income $ 8,301 $ 6,995 Adjustments to reconcile net income to net cash provided by operating activities Provision for possible loan losses 503 965 Depreciation 2,244 1,960 Amortization of premium on investment securities, net 2,540 1,357 ESOP and restricted stock expenses 1,413 868 Investment security gains (2) (49) Increase in assets held for trading -- (91) Income from equity investment in partnerships -- (2) Gain on sale of loans (624) (192) Disbursements for mortgage loans held for sale (84,858) (26,746) Receipts from mortgage loans held for sale 85,482 26,938 Gain on sale of fixed assets and real estate (57) (145) Changes in assets and liabilities: Increase in other assets, net (1,794) (1,508) Decrease in accrued expenses and other liabilities 4,505 6,601 --------- --------- Net cash provided by operating activities 17,653 16,951 --------- --------- Cash Flows From Investing Activities Proceeds from sale of investment securities available for sale 2,358 7,148 Proceeds from maturities and principal payments received on investment securities available for sale 149,196 65,616 Purchase of investment securities available for sale (146,206) (139,786) Proceeds from maturities and principal payments received on investment securities held to maturity 40,765 24,124 Purchase of investment securities held to maturity (81,846) (15,415) Net decrease in investments in real estate 419 -- Net increase in loans receivable (42,019) (43,932) Net decrease in foreclosed real estate 500 459 Proceeds from sale of loans -- 92 Proceeds from sale of fixed assets 72 89 Purchase of fixed assets (3,898) (2,735) --------- --------- Net cash used for investing activities (80,659) (104,340) --------- --------- See accompanying Notes to the Unaudited Financial Statements 3 SIS BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (continued) (Dollars In Thousands) (Unaudited) Six Months Ended June 30, --------------------- 1998 1997 --------- -------- Cash Flows from Financing Activities Net increase in deposits 59,597 53,735 Net increase in borrowings 36,130 35,216 Net increase in mortgagors' escrow deposits 859 637 Net proceeds from exercise of stock options 282 121 Repurchase/retirement of common stock -- (4,193) Cash dividends paid (2,133) (1,574) -------- -------- Net cash provided by financing activities 94,735 83,942 -------- -------- Increase in cash and cash equivalents 31,729 (3,447) Cash and cash equivalents, beginning of period 67,614 68,090 -------- -------- Cash and cash equivalents, end of period $ 99,343 $ 64,643 ======== ======== Supplemental disclosures of cash flow information: Cash paid during the year for interest to depositors and interest on debt $ 30,221 $ 27,914 Income taxes paid $ 5,844 $ 2,699 Non-cash investing activities: Transfers to foreclosed real estate, net $ 132 $ 28 See accompanying Notes to the Unaudited Financial Statements 4 SIS BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For The Six Months Ended June 30, 1998 and 1997 (Dollars In Thousands) Accumulated other comprehensive income: Net unrealized gain (loss) on investment Additional securities Treasury Common Unearned Paid-In Retained available for Stock Stock Compensation Capital Earnings sale at Cost Total -------- ------------ --------- ---------- -------------- ----------- ---------- Balance at December 31, 1997 $ 71 $ (3,123) $ 54,755 $ 75,153 $ 2,133 $ (3,517) $ 125,472 Net income -- -- -- 8,301 -- -- 8,301 Cash dividends declared -- -- -- (2,133) -- -- (2,133) Net issuance of common stock in connection with employee and non-employee directors benefit programs -- (567) (948) -- -- 927 (588) Decrease in unearned compensation -- 747 666 -- -- -- 1,413 Change in unrealized gain on investment securities available for sale -- -- -- -- (928) -- (928) ------- --------- --------- --------- --------- --------- --------- Balance at June 30, 1998 $ 71 $ (2,943) $ 54,473 $ 81,321 $ 1,205 $ (2,590) $ 131,537 ======= ========= ========= ========= ========= ========= ========= Balance at December 31, 1996 $ 71 $ (3,693) $ 53,836 $ 67,119 $ 1,453 $ -- $ 118,786 Net income -- -- -- 6,995 -- -- 6,995 Cash dividends declared -- -- -- (1,573) -- -- (1,573) Net issuance of common stock in connection with employee and non-employee directors benefit programs -- (98) (10) -- -- 228 120 Decrease in unearned compensation -- 485 383 -- -- -- 868 Change in unrealized gain on investment securities available for sale -- -- -- -- 233 -- 233 Treasury stock purchased -- -- -- -- -- (4,193) (4,193) ------- --------- --------- --------- --------- --------- --------- Balance at June 30, 1997 $ 71 $ (3,306) $ 54,209 $ 72,541 $ 1,686 $ (3,965) $ 121,236 ======= ========= ========= ========= ========= ========= ========= See accompanying Notes to the Unaudited Financial Statements 5 SIS BANCORP, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (Dollars in thousands except per share amounts) 1. Condensed Consolidated Financial Statements The Condensed Consolidated Financial Statements of the Company included herein are unaudited, and in the opinion of management all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the financial condition, results of operations and cash flows, as of and for the periods covered herein, have been made. The Company's historical financial statements have been restated to reflect the combination with Glastonbury Bank & Trust Company. Certain information and note disclosures normally included in Condensed Consolidated Financial Statements have been omitted as they are included in the most recent Securities and Exchange Commission ("SEC") Form 10-K and accompanying Notes to the Financial Statements (the "Form 10-K") filed by the Company for the year ended December 31, 1997. Management believes that the disclosures contained herein are adequate to make a fair presentation. These unaudited condensed consolidated financial statements should be read in conjunction with the Form 10-K. The results for the three and six month interim periods covered hereby are not necessarily indicative of the operating results for a full year. 2. New Accounting Pronouncements In June 1997, the FASB issued SFAS 130 "Reporting Comprehensive Income" which establishes standards for disclosure of comprehensive income. Comprehensive income represents net income for a period plus the change in equity of a business during a period from non-shareholder sources. Excluding net income, the Company's only other source of comprehensive income is its unrealized gain (loss) on investment securities available for sale, net of tax. SFAS 130 requires the restatement of prior periods for comparative purposes. The Company adopted SFAS 130 on January 1, 1998. Adoption of this Statement did not have a material impact on the Company's financial position or results of operations. Total comprehensive income for the three and six months ended June 30, 1998 was $5.5 million and $9.7 million, respectively compared to $5.9 million and $8.4 million, respectively for the three and six months ended June 30, 1997. In June 1997, the FASB issued SFAS 131 "Disclosures about Segments of an Enterprise and Related Information" which establishes standards for the way that public business enterprises report financial and descriptive information about operating segments. SFAS 131 defines an operating segment as components of an enterprise about which separate financial information is available that is evaluated by management in deciding how to allocate resources and in assessing performance. The Company adopted SFAS 131 on January 1, 1998. Adoption of this Statement did not have a material impact on the Company's financial position or results of operations. In February 1998, the FASB issued SFAS 132 "Employers' Disclosures about Pensions and Other Postretirement Benefits - an amendment of FASB Statements No. 87, 88 and 106" (SFAS 132) which revises employers' disclosures about pension and other postretirement benefit plans, though it does not change the measurement or recognition of those plans. The Company adopted SFAS 132 effective January 1, 1998. Adoption of this Statement did not have a material impact on the Company's financial position or results of operations. In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes a new model for accounting for derivatives and hedging activities and supersedes and amends a number of existing standards. SFAS 133 is effective for fiscal years beginning after June 15, 1999, but earlier application is permitted as of the beginning of any fiscal quarter subsequent to June 1998. Upon initial application, all derivatives are required to be recognized in the statement of financial position as either assets or liabilities and measured at fair value. In addition, all hedging relationships must be reassessed and documented pursuant to the provisions of SFAS 133. Management is currently assessing the impact of SFAS 133 on the Company's financial position and results of operations. 6 3. Earnings Per Share Basic and diluted net income per share and weighted average shares outstanding follow (dollars in thousands, except per share amounts): (Unaudited) (Unaudited) Three months ended Six months ended ----------------------- ----------------------- June 30, June 30, June 30, June 30, 1998 1997 1998 1997 ---------- ---------- ---------- ---------- Net income $ 4,225 $ 3,715 $ 8,301 $ 6,995 Weighted average shares outstanding: Basic 6,691,200 6,634,841 6,676,786 6,623,541 Effect of dilutive securities: Stock options 350,049 251,146 340,747 241,114 Restricted stock 54,962 62,296 65,118 57,525 ---------- ---------- ---------- ---------- Diluted 7,096,211 6,948,283 7,082,651 6,922,180 ========== ========== ========== ========== Net income per share: Basic $ 0.63 $ 0.56 $ 1.24 $ 1.06 Diluted $ 0.60 $ 0.53 $ 1.17 $ 1.01 4. Dividend Policy The Company paid a cash dividend in the amount of $0.16 per share on May 26, 1998. On July 23, 1998 the Company declared a dividend of $0.16 per share payable on August 24, 1998 to shareholders of record as of the close of business on August 3, 1998. 5. Divestment Related Charges The Company has certain subsidiaries that are engaged in various real estate investments, directly or in joint ventures with unaffiliated partners. In accordance with the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), the Company has terminated its real estate development activities and has essentially completed the sale of its remaining real estate investments. In the first quarter of 1997, the Company established a reserve of $1.0 million relating to the divestment of its real estate investment and brokerage subsidiaries, Colebrook Inc. and subsidiaries ("Colebrook"). The $1.0 million reserve consisted of $0.7 million in severance and benefit accruals and $0.3 million for professional and other expenses. With the exception of two real estate investments (one with a book value of $2.4 million and one with a book value of $0.1 million), the divestment of Colebrook was completed in June, 1998. One of the two remaining real estate investments, with a book value of $2.4 million was sold in the third quarter of 1998. Based upon final terms of the divestment, related expenses were $0.6 million through June 30, 1998 consisting of $0.3 million in severance and benefits and $0.3 million in professional and other expenses. The remaining reserve balance of $0.4 million, primarily related to unused severance, was reversed in June 1998 and is reflected in net income of real estate operations. 6. Subsequent Events On July 20, 1998 the Company announced that it had entered into a definitive agreement to merge with Peoples Heritage Financial Group, Inc. ("PHFG"). Under the terms of the agreement, the Company will merge into a wholly owned subsidiary of PHFG and the Company's shareholders will receive, subject to statutory dissenters' rights, shares in PHFG. The transaction is expected to be accounted for as a pooling of interests and is structured as a tax-free exchange of 2.25 shares of PHFG common stock for each outstanding share of the Company's common stock. The transaction is scheduled to be completed by year-end 1998, and is subject to the approval of the Company's shareholders and various federal and state regulatory agencies. PHFG is a multi-bank and financial services holding company headquartered in Portland, Maine. PHFG has assets of approximately $10 billion and operates 194 branches through its three banking subsidiaries: Peoples Heritage Bank of Maine, Bank of New Hampshire, and Family Bank, FSB of Massachusetts. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (DOLLARS IN THOUSANDS) Overview SIS Bancorp, Inc. (the "Company") is a Massachusetts corporation formed in 1996 and serves as the bank holding company for Springfield Institution for Savings ("SIS Bank"), and Glastonbury Bank & Trust Company ("GBT"). The Company was formed for the purpose of reorganizing SIS Bank into a holding company structure ("the Reorganization"). Upon the effectiveness of the Reorganization, SIS Bank became a wholly-owned subsidiary of the Company and SIS Bank's former stockholders became stockholders of the Company. The Company acquired GBT on December 17, 1997. Established in 1827, SIS Bank is a Massachusetts chartered stock savings bank headquartered in Springfield, Massachusetts. GBT, with its headquarters located in Glastonbury, Connecticut, is a Connecticut chartered commercial bank founded in 1919. Substantially all of the Company's operations are conducted through its subsidiary banks. The Company provides a wide variety of financial services through both SIS Bank and GBT (the "Banks"), including retail and commercial banking, residential mortgage origination and servicing, commercial and consumer lending, and merchant processing. The Banks serve the consumers and businesses located in western Massachusetts and central Connecticut through a network of 33 full service branches. The Company's revenues are derived principally from dividend payments received from the Banks, which in turn derive their revenues principally from interest payments on their loan portfolios and mortgage-backed and other investment securities. The Banks' primary sources of funds are deposits, borrowings and principal and interest payments on loans and mortgage-backed securities. Year 2000 The Year 2000 issue exists because many computer systems and applications currently use two-digit date fields to designate a year. As the century date change occurs, date-sensitive systems will recognize the Year 2000 as 1900, or not at all. This inability to recognize or properly treat the Year 2000 issue may cause systems to process critical financial and operational information incorrectly. During 1997, the Company conducted a review of its computer systems to identify those areas that could be affected by the Year 2000 issue. The Company is addressing this issue in accordance with the guidance set forth in various statements that have been issued by the Federal Financial Institutions Examination Counsel. The Company has completed the remedial phases associated with awareness and assessment and is currently in the validation phase of critical systems testing. The Company has developed an implementation plan to resolve its Year 2000 issues. A timely resolution of the Year 2000 issues depends largely upon the expertise and advice of outside vendors retained by the Company to both modify the Company's existing software and develop new software to address current internal systems deficiencies. All of the Company's third party vendors with non-compliant systems have also been identified and notified. The Company is in the process of validating and testing critical internal systems and verifying that critical third party vendors have adequately addressed their own systems issues. Test plans have been completed as of June 30, 1998 with the Company's internal systems testing to be completed by December 31, 1998 and external testing of third party vendor systems to be completed by March 31, 1999. Additionally, the Company is currently assessing the potential impact of Year 2000 on its larger commercial borrowers. The Company is presently unaware of any situation where any vendor will not be able to modify its products and systems in a timely manner. The Company is also monitored in its Year 2000 efforts by reports to, and examinations by, various regulators, including the Federal Deposit Insurance Corporation, the Federal Reserve Board, and the Massachusetts and Connecticut Commissioners of Banks. The primary costs associated with the Year 2000 issue consist of expenses for the replacement or upgrade of third party systems, the replacement of personal computers, as well as professional services costs. The Company may also incur expenses related to the repair or replacement of non-computer equipment with embedded technology such as elevators and bank vaults. The Company presently estimates the total cost relating to the Year 2000 issue to be 8 approximately $0.7 million. It is anticipated that a substantial portion of the total cost will be incurred over the next 18 months and will be expensed as incurred. The Company is not aware of any obstacles or issues that are presently anticipated in connection with the resolution of Year 2000 issues that are likely to cause significant operational problems or are otherwise expected to have a material adverse effect on the Company's financial condition or results of operations. While the Company is not aware of any Year 2000 problems for which a solution is not available, other unanticipated Year 2000 issues could arise and there can be no assurance that actual results will be comparable to expected results. These unanticipated issues may include the ability to identify and correct all relevant computer codes, the ability of the Company's vendors and suppliers to adequately address the Year 2000 issue, the impact of Year 2000 on our borrowers and other uncertainties. Results of Operations for the Three Months Ended June 30, 1998 and June 30, 1997 The Company reported net income of $4.2 million, or $0.60 per diluted share for the three months ended June 30, 1998 as compared to net income of $3.7 million, or $0.53 per diluted share for the same period last year. These results reflect an increase in noninterest income, net income of real estate operations and lower provisions for possible loan losses, partially offset by an increase in operating expense. Net Interest Income Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income is affected by the mix and volume of assets and liabilities, and the movement and level of interest rates. The Company invests in certain assets that have preferential tax treatment. In order to present yields on a comparable basis, net interest income is presented on a fully taxable equivalent basis for purposes of yield and margin analysis. The following table sets forth, for the period indicated, average balances, interest income and expense, and yields earned or rates paid on the major categories of assets and liabilities. Non-accrual loans have been included in the appropriate average balance loan category, but unpaid interest on non-accrual loans has not been included for purposes of determining interest income. In addition, investment securities available for sale are reflected at amortized cost. 9 Three Months Ended June 30, ---------------------------------------------------------------------------------- 1998 1997 ---------------------------------------- ---------------------------------------- Average Average Average Average Balance (3) Interest (1) Yield/Cost (1) Balance Interest (1) Yield/Cost (1) ----------- ------------ -------------- ---------- ------------ -------------- (Dollars In Thousands) Interest-earning assets: Fed funds sold and short-term investments $ 41,749 $ 530 5.02% $ 14,587 $ 158 4.29% Investment securities held to maturity 226,187 3,694 6.53% 217,249 3,692 6.80% Investment securities available for 574,749 8,674 6.04% 545,456 9,287 6.81% Investment securities held for trading -- -- -- 484 5 4.09% Residential real estate loans 255,233 5,125 8.03% 289,371 5,774 7.98% Commercial real estate loans 182,091 4,038 8.87% 168,432 3,787 8.99% Commercial loans 235,000 5,200 8.75% 197,885 4,384 8.76% Home equity loans 166,627 3,480 8.38% 128,525 2,555 7.97% Consumer loans 12,387 315 10.17% 9,314 245 10.52% ---------- ---------- ----- ---------- ---------- ----- Total interest-earning assets 1,694,023 31,056 7.33% 1,571,303 29,887 7.61% Allowance for loan losses (23,298) (20,512) Non-interest-earning assets 131,266 114,006 ---------- ---------- Total assets $1,801,991 $ 31,056 $1,664,797 $ 29,887 ========== ========== ========== ========== Interest-bearing liabilities: Deposits Savings accounts $ 220,882 $ 1,097 1.99% $ 267,255 $ 1,561 2.34% NOW accounts (2) 42,996 140 1.31% 81,040 236 1.17% Money manager accounts (2) 49,067 141 1.15% -- -- -- Money market accounts 255,322 2,067 3.25% 205,782 1,703 3.32% Time deposit accounts 566,645 7,547 5.34% 514,137 6,794 5.30% ---------- ---------- ----- ---------- ---------- ---- Total interest-bearing deposits 1,134,912 10,992 3.88% 1,068,214 10,294 3.87% Borrowed funds 314,189 4,547 5.73% 299,363 4,348 5.75% ---------- ---------- ----- ---------- ---------- ---- Total interest-bearing liabilities 1,449,101 15,539 4.30% 1,367,577 14,642 4.29% Non-interest-bearing liabilities 224,771 178,390 ---------- ---------- Total liabilities 1,673,872 1,545,967 Total stockholders' equity 128,119 118,830 ---------- ---------- Total liabilities and stockholders' equity $1,801,991 $ 15,539 $1,664,797 $ 14,642 ========== ========= ========== ========== Net interest income/spread $ 15,517 3.03% $ 15,245 3.32% ========= ===== ========== ===== Net interest margin as a % of interest- earning assets 3.66% 3.88% ===== ===== Tax equivalent adjustment $ 280 $ 181 --------- ---------- Net interest income/spread per Condensed Consolidated Statement of Operations $ 15,237 $ 15,064 ========= ========== <FN> (1) On a fully taxable equivalent basis. Calculated using a Federal income tax rate of 35% for 1998 and 34% for 1997. (2) During July 1997, the Company implemented a program which converted certain NOW accounts to money manager accounts. This program has no effect on the Company's depositors, but has provided additional investable funds to the Company by substantially reducing the reserve balances required to be maintained at the Federal Reserve Bank of Boston. (3) A reclassification of some savings accounts to money market accounts affecting average balance outstanding was made in connection with the GBT acquisition. </FN> Net interest income on a fully taxable equivalent basis for the three months ended June 30, 1998 was $15.5 million compared to $15.2 million for the three months ended June 30, 1997, an increase of $0.3 million or 1.8%. This increase was the result of a $122.7 million increase in interest-earning assets partially offset by an 22 basis point decrease in the net interest margin. Total interest income was $31.1 million on a fully taxable equivalent basis for the three months ended June 30, 1998, an increase of $1.2 million or 3.9% from the same period last year. This increase is attributable to higher levels of interest-earning assets, partially offset by lower yields on interest-earning assets. Average interest-earning assets totaled $1.7 billion in the second quarter of 1998 compared to $1.6 billion in the second quarter of 1997, an increase of $122.7 million or 7.8%. Average investments increased $37.7 million or 4.9% and were funded by higher deposit levels and borrowed funds. Average loans increased $57.8 million as the Company continued to focus on the commercial and home equity market segments, which grew by $37.1 million or 18.8% and $38.1 million or 29.6%, respectively. Commercial real estate loans increased $13.7 million or 8.1% reflecting growth in commercial construction lending. Residential real estate loan balances declined $34.1 million or 11.8% for the three months ended June 30, 1998, 10 reflecting amortization and prepayments of the existing loan portfolio. Yields on interest-earning assets declined 28 basis points from the second quarter of 1997 primarily reflecting a lower level of interest rates on the Company's investment securities as well as accelerated amortization and prepayments of mortgage-backed securities which result in the faster write-off of premiums. Accelerated prepayment speeds were the result of lower long-term interest rates which significantly increased refinancing activity. Total interest expense was $15.5 million for the three months ended June 30, 1998 compared to $14.6 million during the same period in 1997, an increase of $0.9 million or 6.1%. This increase is attributable to increases in interest-bearing deposits and borrowed funds. Average interest-bearing deposits increased $66.7 million or 6.2%. This growth occurred primarily in time deposits which increased $52.5 million or 10.2% largely due to growth in time deposits with local municipalities. Borrowed funds averaged $314.2 million for the three months ended June 30, 1998 compared to $299.4 million for the same period in 1997. These borrowings were used to match fund fixed rate assets and to extend the maturity of the Company's liabilities. The following table presents the changes in net interest income (on a fully taxable equivalent basis) resulting from changes in interest rates or changes in the volume of interest-earning assets and interest-bearing liabilities during the periods indicated. Changes which are attributable to both rate and volume have been allocated evenly between the change in rate and volume components. Three months ended June 30, 1998 versus 1997 ---------------------------------------- Increase (Decrease) Due to ---------------------------------------- Volume Rate Net -------- -------- -------- (Dollars In Thousands) Interest-earning assets: Federal funds sold and interest bearing deposits $ 320 $ 52 $ 372 Investment securities held to maturity 149 (147) 2 Investment securities available for sale 470 (1,083) (613) Investment securities held for trading (3) (2) (5) Residential real estate loans (683) 34 (649) Commercial real estate loans 305 (54) 251 Commercial loans 822 (6) 816 Home equity loans 777 148 925 Consumer loans 79 (9) 70 ------- ------- ------- Total interest-earning assets 2,236 (1,067) 1,169 ------- ------- ------- Interest-bearing liabilities: Deposits: Savings accounts (251) (213) (464) NOW accounts (117) 21 (96) Money manager account 70 71 141 Money market accounts 406 (42) 364 Time deposit accounts 697 56 753 ------- ------- ------- Total deposits 805 (107) 698 Borrowed funds 215 (16) 199 ------- ------- ------- Total interest-bearing liabilities 1,020 (123) 897 ------- ------- ------- Change in net interest income $ 1,216 $ (944) $ 272 ======= ======= ======= Provision for Possible Loan Losses The Company's provision for possible loan losses was $0.3 million for the second quarter of 1998 compared to $0.5 million in the second quarter of 1997. The provision for possible loan losses is based upon management's judgment of the amount necessary to maintain the allowance for possible loan losses at a level which is considered adequate. For further information see "Balance Sheet Analysis - Non-performing Assets" and "Allowance for Possible Loan Losses". 11 Non-interest Income Non-interest income is composed of fee income for bank services and gains or losses from the sale of assets. The components of non-interest income for the periods presented are as follows: Three months ended June 30, ------------------------ 1998 1997 --------- --------- Net gain on sale of loans $ 369 $ 86 Net gain on sale of securities 2 60 Net loss on securities held fortrading -- 30 Loan charges and fees 798 756 Deposit related fees 2,186 1,839 Merchant processing fees 472 542 Other charges and fees 702 559 ------ ------ $4,529 $3,872 ====== ====== Non-interest income totaled $4.5 million for the second quarter of 1998 compared to $3.9 million for the same period in 1997, an increase of $0.7 million or 17.0%. Net gain on sale of loans increased $0.3 million due to an increase in mortgage production and corresponding sale of loans to the secondary market. Deposit service charges and fees increased $0.3 million due to fees associated with the Company's larger non-interest bearing deposit base. Non-interest Expense Salaries and Benefits Expense Salaries and benefits expense totaled $6.6 million for the second quarter of 1998 compared to $6.1 million for the same period in 1997. This increase of $0.5 million reflects increased staffing related to new branch openings, branch-related support as well as support needed to meet increased residential origination volumes, and higher benefit costs associated with employee stock-related compensation plans including ESOP. Occupancy Expense of Bank Premises Occupancy expense totaled $1.3 million for the second quarter of 1998 compared to $1.2 million for the same period in 1997, an increase of $0.1 million which is attributed to the expense of new branch openings. Furniture and Equipment Expense Furniture and equipment expense increased $0.1 million reflecting new branch openings as well as investments in new technology. Other Operating Expense The components of other operating expense for the periods presented are as follows: Three months ended June 30, ----------------------------- 1998 1997 -------- ------- Marketing $ 572 $ 458 Insurance 152 186 Professional services 454 734 Outside processing 1,409 1,203 Other 1,814 1,589 ------ ------ $4,401 $4,170 ====== ====== 12 Other operating expenses totaled $4.4 million for the second quarter of 1998 compared to $4.2 million for the second quarter of 1997, an increase of $0.2 million. Professional services decreased $0.3 million due to lower levels of legal and consulting expenses. Both outside processing charges and other operating expenses increased $0.2 million from the comparable period, reflecting costs associated with higher transaction and account volume resulting from the Company's consumer strategy. Marketing increased $0.1 million due to additional radio and print advertisement as well as branch displays and brochures for GBT. Net Expense of Real Estate Operations The Company's real estate investment and brokerage subsidiary, Colebrook, engages in various real estate investments, directly or in joint ventures with unaffiliated partners. In accordance with FDICIA, the Company has terminated its real estate development activities and has essentially completed the sale of its remaining real estate investments. At June 30, 1998, with the exception of two real estate investments (one with a book value of $2.4 million and with a book value $0.1 million), the divestment of Colebrook has been completed. One of the two remaining real estate investments, with a book value of $2.4 million was sold in the third quarter of 1998 Net income of real estate operations for the second quarter of 1998 was $0.6 million compared to expense of $0.1 million for the same period in 1997. Results for the second quarter of 1998 were influenced by a $0.4 million reversal of the remaining Colebrook divestment reserve, based upon the final terms of the Colebrook divestment, as well as $0.2 million of normal operating earnings. Income Taxes For the three months ended June 30, 1998 the Company recorded income tax expense of $2.6 million compared to expense of $2.4 million for the three months ended June 30, 1997. This increase is attributable to a 10.4% increase in pre-tax earnings, partially offset by a lower overall effective rate resulting from state tax planning strategies. Results of Operations for the Six Months Ended June 30, 1998 and June 30, 1997 The Company reported net income of $8.3 million, or $1.17 per diluted share for the six months ended June 30, 1998 as compared to net income of $7.0 million, or $1.01 per diluted share for the same period last year. These results reflect an increase in net interest income, noninterest income, net income of real estate operations and lower provisions for possible loan losses, partially offset by increases in noninterest expense and income tax expense. Net Interest Income Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income is affected by the mix and volume of assets and liabilities, and the movement and level of interest rates. The Company invests in certain assets that have preferential tax treatment. In order to present yields on a comparable basis, net interest income is presented on a fully taxable equivalent basis for purposes of yield and margin analysis. The following table sets forth, for the period indicated, average balances, interest income and expense, and yields earned or rates paid on the major categories of assets and liabilities. Non-accrual loans have been included in the appropriate average balance loan category, but unpaid interest on non-accrual loans has not been included for purposes of determining interest income. In addition, investment securities available for sale are reflected at amortized cost. 13 Six Months Ended June 30, ---------------------------------------------------------------------------------- 1998 1997 ---------------------------------------- ---------------------------------------- Average Average Average Average Balance (3) Interest (1) Yield/Cost (1) Balance Interest (1) Yield/Cost (1) ----------- ------------ -------------- ---------- ------------ -------------- (Dollars In Thousands) Interest-earning assets: Fed funds sold and short-term investments $ 42,678 $ 1,091 5.08% $ 20,509 $ 470 4.56% Investment securities held to maturity 216,203 7,166 6.63% 220,892 7,469 6.76% Investment securities available for sale 562,535 17,388 6.18% 520,637 17,897 6.88% Investment securities held for trading -- -- -- 481 7 2.89% Residential real estate loans 263,657 10,540 8.00% 290,233 11,530 7.95% Commercial real estate loans 185,326 8,261 8.92% 168,425 7,620 9.05% Commercial loans 226,186 9,843 8.66% 193,267 8,460 8.71% Home equity loans 163,061 6,807 8.42% 124,254 4,928 8.00% Consumer loans 12,415 608 9.79% 9,198 490 10.65% ---------- ---------- ---- ---------- ---------- ----- Total interest-earning assets 1,672,061 61,704 7.38% 1,547,896 58,871 7.61% Allowance for loan losses (23,167) (20,200) Non-interest-earning assets 125,880 112,875 ---------- ----------- Total assets $1,774,774 $ 61,704 $ 1,640,571 $ 58,871 ========== ========== =========== ========== Interest-bearing liabilities: Deposits Savings accounts $ 230,086 $ 2,330 2.04% $ 262,263 $ 3,040 2.34% NOW accounts (2) 41,519 291 1.41% 80,386 465 1.17% Money manager accounts (2) 48,866 284 1.17% -- -- -- Money market accounts 245,601 4,005 3.29% 205,511 3,381 3.32% Time deposit accounts 553,427 14,659 5.34% 513,701 13,464 5.29% ---------- ---------- ---- ---------- ---------- ---- Total interest-bearing deposits 1,119,499 21,569 3.89% 1,061,861 20,350 3.86% Borrowed funds 312,346 9,022 5.75% 289,241 8,204 5.64% ---------- ---------- ---- ---------- ---------- ---- Total interest-bearing liabilities 1,431,845 30,591 4.31% 1,351,102 28,554 4.26% Non-interest-bearing liabilities 217,065 171,026 ---------- ---------- Total liabilities 1,648,910 1,522,128 Total stockholders' equity 125,864 118,443 ---------- ---------- Total liabilities and stockholders' equity $1,774,774 $ 30,591 $1,640,571 $ 28,554 ========== ========== ========== ========== Net interest income/spread $ 31,113 3.07% $ 30,317 3.35% ========== ==== ========== ===== Net interest margin as a % of interest- earning assets 3.72% 3.92% ===== ===== Tax equivalent adjustment $ 477 $ 340 ---------- ---------- Net interest income/spread per Condensed Consolidated Statement of Operations $ 30,636 $ 29,977 ========== ========== <FN> (1) On a fully taxable equivalent basis. Calculated using a Federal income tax rate of 35% for 1998 and 34% for 1997. (2) During July 1997, the Company implemented a program which converted certain NOW accounts to money manager accounts. This program has no effect on the Company's depositors, but has provided additional investable funds to the Company by substantially reducing the reserve balances required to be maintained at the Federal Reserve Bank of Boston. (3) A reclassification of some savings accounts to money market accounts affecting average balance outstanding was made in connection with the GBT acquisition. </FN> Net interest income on a fully taxable equivalent basis for the six months ended June 30, 1998 was $31.1 million compared to $30.3 million for the six months ended June 30, 1997, an increase of $0.8 million or 2.6%. This increase was the result of a $124.2 million increase in interest-earning assets partially offset by an 20 basis point decrease in the net interest margin. Total interest income was $61.7 million on a fully taxable equivalent basis for the six months ended June 30, 1998, an increase of $2.8 million or 4.8% from the same period last year. This increase is attributable to higher levels of interest-earning assets, partially offset by lower yields on interest-earning assets. Average interest-earning assets totaled $1.7 billion for the six months ended June 30, 1998 compared to $1.5 billion for the six months ended June 30, 1997, an increase of $124.2 million or 8.0%. Average investments increased $36.7 million or 4.9% and were funded by higher deposit levels and borrowed funds. Average loans increased $65.3 million as the Company continued to focus on the commercial and home equity market segments, which grew by $32.9 million or 17.0% and $38.8 million or 31.2%, respectively. Commercial real estate loans increased $16.9 million or 10.0% reflecting growth in commercial construction lending. Residential real estate loan balances declined $26.6 million or 9.2% for the six months ended June 30, 1998, reflecting amortization and prepayments of the existing loan portfolio. Yields on interest-earning assets declined 23 basis points from the six months ended June 30, 1997 primarily reflecting lower level of interest rates on the Company's investment securities as well as accelerated amortization and prepayments of mortgage-backed 14 securities which result in the accelerated write off of the premiums. Accelerated prepayment speeds were the result of lower long-term interest rates which significantly increased refinancing activity. Total interest expense was $30.6 million for the six months ended June 30, 1998 compared to $28.6 million during the same period in 1997, an increase of $2.0 million or 7.1%. This increase is attributable to increases in interest-bearing deposits and borrowed funds. Average interest-bearing deposits increased $57.6 million or 5.4%. This growth occurred primarily in time deposits which increased $39.7 million or 7.7% largely due to growth in time deposits with local municipalities. Borrowed funds averaged $312.3 million for the six months ended June 30, 1998 compared to $289.2 million for the same period in 1997. These borrowings were used to match fund fixed rate assets and to extend the maturity of the Company's liabilities. The following table presents the changes in net interest income (on a fully taxable equivalent basis) resulting from changes in interest rates or changes in the volume of interest-earning assets and interest-bearing liabilities during the periods indicated. Changes which are attributable to both rate and volume have been allocated evenly between the change in rate and volume components. Six Months Ended June 30, 1998 versus 1997 ------------------------------------------------ Increase (Decrease) Due to ------------------------------------------------ Volume Rate Net ----------- ---------- --------- (Dollars In Thousands) Interest-earning assets: Federal funds sold and short term investments $ 537 $ 84 $ 621 Investment securities held to maturity (157) (146) (303) Investment securities available for sale 1,368 (1,877) (509) Investment securities held for trading (4) (3) (7) Residential real estate loans (1,059) 69 (990) Commercial real estate loans 759 (118) 641 Commercial loans 1,437 (53) 1,383 Home equity loans 1,580 299 1,879 Consumer loans 164 (46) 118 ------- ------- ------- Total interest-earning assets 4,625 (1,792) 2,833 ------- ------- ------- Interest-bearing liabilities: Deposits: Savings accounts (349) (361) (710) NOW accounts (249) 75 (174) Money manager accounts 142 142 284 Money market accounts 657 (33) 624 Time deposit accounts 1,047 148 1,195 ------- ------- ------- Total deposits 1,248 (29) 1,219 Borrowed funds 661 157 818 ------- ------- ------- Total interest-bearing liabilities 1,909 128 2,037 ------- ------- ------- Change in net interest income $ 2,716 $(1,920) $ 796 ======= ======= ======= 15 Provision for Possible Loan Losses The Company's provision for possible loan losses was $0.5 million for the six months ended June 30, 1998 compared to $1.0 million for the same period in 1997. The provision for possible loan losses is based upon management's judgment of the amount necessary to maintain the allowance for possible loan losses at a level which is considered adequate. For further information see "Balance Sheet Analysis - Non-performing Assets" and "Allowance for Possible Loan Losses". Non-interest Income Non-interest income is composed of fee income for bank services and gains or losses from the sale of assets. The components of non-interest income for the periods presented are as follows: Six months ended June 30, --------------------------- 1998 1997 ---------- --------- (Dollars in Thousands) Net gain on sale of loans $ 624 $ 192 Net gain on sale of securities 2 60 Net loss on securities held for trading -- 19 Loan charges and fees 1,543 1,501 Deposit related fees 4,075 3,602 Merchant processing fees 910 909 Other charges and fees 1,351 982 ------ ------ $8,505 $7,265 ====== ====== Non-interest income totaled $8.5 million for the six months ended June 30, 1998 compared to $7.3 million for the same period in 1997, an increase of $1.2 million or 17.1%. Deposit service charges and fees increased $0.5 million due to fees associated with the Company's larger non-interest bearing deposit base. Net gain on sale of loans increased $0.4 million due to an increase in mortgage production and corresponding sale of loans to the secondary market. Other charges and fees increased $0.4 million due to increases in brokerage service fees as well as fees associated with Business Manager, a commercial cash management product introduced by the Company in 1997, which involves the funding and management of accounts receivable for small-to-medium-sized business customers. Non-interest Expense Salaries and Benefits Expense Salaries and benefits expense totaled $12.9 million for the six months ended June 30, 1998 compared to $12.1 million for the same period in 1997, an increase of $0.8 million reflecting standard wage increases, increased staffing related to new branch openings, branch-related support, as well as support needed to meet increased residential origination volumes, and higher benefit costs associated with employee stock-related compensation plans including ESOP. Occupancy Expense of Bank Premises Occupancy expense totaled $2.5 million for the six months ended June 30, 1998 compared to $2.4 million for the same period in 1997, and increase of $0.1 million which is attributed to the expense of new branch openings. Furniture and Equipment Expense Furniture and equipment expense increased $0.3 million reflecting new branch openings as well as investments in new technology. 16 Other Operating Expense The components of other operating expense for the periods presented are as follows: Six months ended June 30, ------------------------------ 1998 1997 -------- ------- (Dollars in Thousands) Marketing $1,132 $1,098 Insurance 305 374 Professional services 1,124 1,590 Outside processing 2,696 2,388 Other 3,225 2,921 ------ ------ $8,482 $8,371 ====== ====== Other operating expenses totaled $8.5 million for the six months ended June 30, 1998 compared to $8.4 million for the same period in 1997, an increase of $0.1 million. Professional services decreased $0.5 million due to lower levels of legal and consulting expenses. Both outside processing charges and other operating expenses increased $0.3 million from the comparable period, reflecting costs associated with higher transaction and account volumes resulting from the Company's consumer strategy. Foreclosed Real Estate Expense Foreclosed real estate expense reflects gains or losses on sales, writedowns and net operating results of foreclosed properties. Foreclosed real estate expense was $0.1 million for the six months ended June 30, 1998 compared to income of $0.1 million for the same period in 1997. The results reflect $0.1 million in gains on the sale of foreclosed properties during the first quarter of 1997 compared to losses and writedowns of $0.1 million in foreclosed properties in the first quarter of 1998. Net Expense of Real Estate Operations The Company's real estate investment and brokerage subsidiary, Colebrook, engages in various real estate investments, directly or in joint ventures with unaffiliated partners. In accordance with FDICIA, the Company has terminated its real estate development activities and has essentially completed the sale of its remaining real estate investments. At June 30, 1998, with the exception of two real estate investments (one with a book value of $2.4 million and one with a book value of $0.1 million), the divestment of Colebrook has been completed. One of the two remaining real estate investments, with a book value of $2.4 million was sold in the third quarter of 1998. Net income of real estate operations for the six months ended June 30, 1998 was $0.6 million compared to expense of $0.5 million for the same period in 1997. In the first quarter of 1997, the Company established a reserve of $1.0 million relating to the divestment of Colebrook which was partially offset by a $0.6 million gain on the sale of real estate property. Results for the six months ended June 30, 1998 were influenced by a $0.4 million reversal of the remaining Colebrook divestment reserve, based upon the final terms of the Colebrook divestment, as well as income of $0.2 million representing normal operating earnings. Income Taxes For the six months ended June 30, 1998 the Company recorded income tax expense of $5.1 million compared to expense of $4.5 million for the six months ended June 30, 1997. This increase is attributable to a 16.1% increase in pre-tax earnings, partially offset by a lower overall effective rate resulting from state tax planning strategies. 17 Balance Sheet Analysis - Comparison Of June 30, 1998 To December 31, 1997 Total assets increased from $1.7 billion at December 31, 1997 to $1.8 billion at June 30, 1998. This increase primarily reflects growth in investment securities and loans funded through an increase in deposits and wholesale borrowings. Investments The Company's investment portfolio increased $31.6 million from $769.1 million at December 31, 1997 to $800.7 million at June 30, 1998. The Company engages in investment activities for both investment and liquidity purposes. The Company maintains an investment securities portfolio which consists primarily of U.S. Government and Agency securities, corporate obligations, asset-backed securities, collateralized mortgage obligations, FHLB stock, and marketable equity securities. Other short-term investments held by the Company periodically include interest-bearing deposits and federal funds sold. The Company also maintains a mortgage-backed securities portfolio consisting of securities issued and guaranteed by the Federal National Mortgage Association ("FNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC") and the Government National Mortgage Association ("GNMA") in addition to publicly traded mortgage-backed securities issued by private financial intermediaries which are rated "AA" or higher by rating agencies of national prominence. Securities which the Company has the intent and ability to hold until maturity are classified as held-to-maturity and are carried at amortized cost, while those securities which have been identified as assets that may be sold prior to maturity or assets for which there is not a positive intent to hold to maturity are classified as available-for-sale and are carried at fair value, with unrealized gains and losses excluded from earnings and reported net of tax as accumulated other comprehensive income as a separate component of stockholders' equity. During 1997 GBT held trading securities however, concurrent with the acquisition of GBT, the Company sold its position in these instruments. At June 30, 1998 and December 31, 1997, the Company held no trading securities. The table below sets forth certain information regarding the amortized cost and fair value of the Company's investment portfolio at the dates indicated. June 30, 1998 ------------------------------------------------------------------- Available for Sale Held to Maturity ------------------------------ ------------------------------ (Dollars In Thousands) Amortized Amortized Cost Fair Value Cost Fair Value ---------- ---------- ---------- ------------ U.S. Government and Agency obligations $ 14,021 $ 14,028 $ -- $ -- Collateralized mortgage obligations 49,224 49,190 14,633 14,732 Mortgage-backed securities 447,279 447,118 154,083 154,280 Asset-backed securities -- -- 64,771 65,114 Other bonds and short term obligations 8,968 9,316 280 278 Other securities 45,574 47,293 -- -- -------- -------- -------- -------- Total $565,066 $566,945 $233,767 $234,404 ======== ======== ======== ======== December 31, 1997 ------------------------------------------------------------------- Available for Sale Held to Maturity ------------------------------ ------------------------------ (Dollars In Thousands) Amortized Amortized Cost Fair Value Cost Fair Value ---------- ---------- ---------- ------------ U.S. Government and Agency obligations $ 15,608 $ 15,636 $ 2,400 $ 2,391 Collateralized mortgage obligations 51,273 51,415 2,934 2,953 Mortgage-backed securities 458,659 460,478 141,282 141,563 Asset-backed securities -- -- 46,046 46,143 Other bonds and short term obligations 8,966 9,355 345 346 Other securities 38,128 39,224 -- -- -------- -------- -------- -------- Total $572,634 $576,108 $193,007 $193,396 ======== ======== ======== ======== 18 Loan Portfolio Composition Gross loans comprised $891.0 million or 48.4% of total assets as of June 30, 1998. The following table sets forth information concerning the Company's loan portfolio in dollar amounts and percentages, by type of loan at June 30, 1998 and at December 31, 1997. June 30, 1998 December 31, 1997 ------------------------ ------------------------ Percent of Percent of Amount Total Amount Total ---------- ---------- --------- ---------- (Dollars In Thousands) Residential real estate loans $256,591 28.80% $281,457 33.13% Commercial real estate loans 182,239 20.46% 185,226 21.80% Commercial loans 267,587 30.03% 212,869 25.06% Home equity loans 169,839 19.06% 158,753 18.69% Consumer loans 14,716 1.65% 11,189 1.32% -------- ------ -------- ------ Total loans receivable, gross 890,972 100.00% 849,494 100.00% -------- ------ -------- ------ Less: Unearned income and fees (2,655) (1,991) Allowance for loan losses 23,482 22,724 -------- -------- Total loans receivable, net $870,145 $828,761 ======== ======== The Company continues to actively originate loans secured by first mortgages on one to four family residences, and offers a variety of fixed and adjustable rate mortgage loan products. The Company originates long-term fixed rate mortgages for sale in the secondary market and generally holds adjustable rate mortgages in the Company's loan portfolio. During the six months ended June 30, 1998, the Company experienced an increase in prepayments in its adjustable rate mortgage portfolio. These prepayments offset new originations and resulted in a $24.9 million decrease in residential real estate balances between December 31, 1997 and June 30, 1998. During the six months ended June 30, 1998, commercial loan balances increased $54.7 million, reflecting the Company's continued focus on lending activities in the local business market. Home equity loans increased $11.1 million from December 31, 1997 to June 30, 1998 as the Company continues to actively promote home equity products. 19 Non-performing Assets Non-performing assets declined from $8.1 million at December 31, 1997 to $5.0 million at June 30, 1998. The decline is attributed to the movement of non-accrual loans to accrual status. The following table sets forth information regarding the components of non-performing assets for the periods presented: June 30, December 31, 1998 1997 --------- ----------- (Dollars In Thousands) Non-accrual loans (1): Residential real estate loans $1,067 $1,211 Commercial real estate loans 684 1,542 Commercial loans 1,599 2,414 Home equity loans 238 181 Consumer loans 10 4 ------ ------ Total non-accrual loans 3,598 5,352 ------ ------ Loans past due 90 days still accruing (2) 109 431 ------ ------ Total non-performing loans 3,707 5,783 Foreclosed real estate (3) 841 1,209 Restructured loans on accrual status (4) 433 1,124 ------ ------ Total non-performing assets $4,981 $8,116 ====== ====== Total non-performing loans to total gross loans 0.42% 0.68% Total non-performing assets to total assets 0.27% 0.47% Allowance for possible losses to non-performing loans 633.45% 392.94% (1) Non-accrual loans are loans that are contractually past due in excess of 90 days, for which the Company has stopped the accrual of interest, or loans which are not past due but on which the Company has stopped the accrual of interest based on management's assessment of the circumstances surrounding these loans. (2) Accruing loans past due 90 days or more are loans which have not been placed on non-accrual status as, in management's opinion, the collection of the loan, in full, is not in doubt. (3) Foreclosed real estate includes OREO, defined as real estate acquired through foreclosure or acceptance of a deed in lieu of foreclosure. The Company carries foreclosed real estate at the lower of cost or net realizable value, which approximates fair value less estimated selling costs. (4) Restructured loans are loans for which concessions, including reduction of interest rates or deferral of interest or principal payments, have been granted due to the borrower's financial condition. Restructured loans on non-accrual status are reported in the non-accrual loan category. Restructured loans on accrual status are those loans that have complied with terms of a restructuring agreement for a satisfactory period (generally six months). 20 The principal amount of non-performing loans aggregated $3.7 million at June 30, 1998 and $5.8 million at December 31, 1997. Interest income that would have been recorded if the loans had been performing in accordance with their original terms aggregated $0.2 million and $0.3 million for the six months ended June 30, 1998 and 1997, respectively. Interest income recorded on these loans for the six months ended June 30, 1998 and 1997 was $0.1 million and $0.2 million, respectively. The principal amount of restructured loans aggregated $0.4 million at June 30, 1998 compared to $1.1 million at December 31, 1997, a decrease of $0.7 million. Interest income that would have been recorded if the loans had been performing within their original terms aggregated $20 thousand and $0.1 million for the periods ended June 30, 1998 and 1997, respectively. Interest income recorded on these loans amounted to $26 thousand and $0.1 million for the six months ended June 30, 1998 and 1997, respectively. Watch List Loans The Company maintains a "watch list" of loans, which represents performing loans that have potential weaknesses that require management's attention. These potential weaknesses may stem from a variety of factors including, among other things, economic or market conditions, adverse conditions in the obligor's operations or financial condition weaknesses. Watch list loans totaled $17.7 million and $24.1 million at June 30, 1998 and December 31, 1997, respectively. Classified Loans The Company's Credit Grade Policy (the "Policy") provides for the classification of loans considered to be of lesser quality as "substandard", "doubtful", or "loss" loans. A loan is considered substandard under the Policy if it is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans include those characterized by the "distinct possibility" that the Company will sustain "some loss" if the deficiencies are not corrected. Loans classified as doubtful, of which the Company has none, have all of the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses present make "collection or liquidation in full" on the basis of currently existing facts, conditions and values, "improbable." Loans characterized as loss, of which the Company has none, are those considered "uncollectible" and of such little value that their continuance as bankable assets is not warranted. Classified loans, all of which are categorized substandard, totaled $9.7 million and $6.2 million at June 30, 1998 and December 31, 1997, respectively. Included in these amounts are $3.6 million and $5.4 million of loans which have been reported as non-performing assets at June 30, 1998 and December 31, 1997, respectively. Allowance for Possible Loan Losses The allowance for possible loan losses reflects an amount that, in management's judgment, is adequate to provide for potential losses in the loan portfolio. In addition, examinations of the adequacy of the loan loss reserve are conducted periodically by various regulatory agencies. The allowance for possible loan losses at June 30, 1998 was $23.5 million, compared to $20.4 million at June 30, 1997. 21 The activity in the allowance for possible loan losses for the six months ended June 30, 1998 and 1997 was as follows: Six Months Ended June 30, ---------------------- 1998 1997 -------- --------- (Dollars In Thousands) Balance, beginning of period $ 22,724 $ 19,549 Provision for loan losses 503 965 Charge-offs: Residential real estate loans (193) (126) Commercial real estate loans (194) (300) Commercial loans (116) (200) Home equity loans (31) (38) Consumer loans (132) (126) Merchant processing (51) (50) -------- -------- Total charge-offs (717) (840) Recoveries: Residential real estate loans -- 1 Commercial real estate loans 870 542 Commercial loans 76 119 Home equity loans 4 73 Consumer loans 22 25 Merchant processing -- -- -------- -------- Total recoveries 972 760 -------- -------- Net recoveries (charge-offs) 255 (80) Balance, end of period $ 23,482 $ 20,434 ======== ======== Ratio of net loan recoveries (charge-offs) during the period to average loans outstanding during the period 0.03% (0.01%) Ratio of allowance for possible loan losses to total loans at the end of the period 2.64% 2.50% Ratio of allowance for possible loan losses to non-performing loans at the end of the period 633.45% 263.12% At June 30, 1998, the recorded investment in loans that are considered impaired under SFAS 114 "Accounting by Creditors for Impairment of a Loan" was $9.1 million. Included in this amount is $1.2 million of impaired loans for which the related SFAS 114 allowance is $0.4 million and $7.9 million of impaired loans for which the SFAS 114 allowance is zero. The average recorded investment in impaired loans during the three and six months ended June 30, 1998 was approximately $9.7 million and $8.8 million, respectively. For the three and six month periods ended June 30, 1998, the Company recognized interest income on these impaired loans of $0.1 million and $0.2 million, respectively. 22 The following table shows the allocation of the allowance for possible loan losses to the various types of loans as well as the percentage of allowance for possible loan losses in each category to total allowance for possible loan loss. June 30, 1998 December 31, 1997 --------------------------- ---------------------------- % of % of Total Total Allowance for Allowance for Amount Loan Losses Amount Loan Losses -------- -------------- --------- -------------- (Dollars In Thousands) Residential real estate loans $ 2,716 11.57% $ 3,664 16.12% Commercial real estate loans 7,275 30.98% 5,632 24.78% Commercial loans 8,781 37.40% 8,328 36.65% Home equity loans 2,490 10.60% 3,183 14.01% Consumer loans 1,034 4.40% 1,274 5.61% Merchant processing 1,186 5.05% 643 2.83% ------- ------ ------- ------ Total allowance for possible loan losses $23,482 100.00% $22,724 100.00% ======= ====== ======= ====== Deposit Distribution The principal source of funds for the Company are deposits from local consumers and businesses. There were no brokered deposits at June 30, 1998 or December 31, 1997. The Company's deposits consist of demand and NOW accounts, money manager accounts, passbook and statement savings accounts, money market accounts and time deposits. The following table presents the composition of deposits at the dates indicated: June 30, 1998 December 31, 1997 ------------------------ ----------------------- Percent Percent of of Amount Total Amount Total ----------- ------- ---------- ------- (Dollars In Thousands) Demand deposits $ 191,951 14.47% $ 171,343 13.52% NOW accounts 51,415 3.87% 51,412 4.06% Money manager accounts (1) 36,983 2.79% 39,447 3.11% Savings accounts 222,097 16.74% 263,449 20.79% Money market accounts 256,387 19.32% 211,286 16.67% Time deposits 568,062 42.81% 530,361 41.85% ---------- ------ ---------- ------ Total deposits $1,326,895 100.00% $1,267,298 100.00% ========== ====== ========== ====== (1) Money manager accounts represent NOW account balances which have been transferred to money market accounts to provide additional investable funds to the Company by substantially reducing the reserve balances required to be maintained at the Federal Reserve Bank of Boston. This program has no effect on the Company's depositors. Total deposits were $1.3 billion at both June 30, 1998 and December 31, 1997. Deposits increased $59.6 million with growth occurring primarily in demand deposits and time deposits. The $41.4 million decrease in savings accounts is offset by a comparable increase in money market accounts, which is attributable to the conversion of some savings accounts in connection with the GBT acquisition. Demand deposits increased $20.6 million reflecting growth in business deposits, as a result of active solicitation of these accounts, and consumer deposits, as customers continue to take advantage of free checking accounts offered as a result of the Company's consumer deposit strategy. The $37.7 million increase in time deposits is primarily attributable to growth in deposits with local municipalities. 23 Borrowings Borrowings consist of FHLB advances, securities sold under agreements to repurchase, and loans payable related to the Company's ESOP. The Company generally uses borrowings to fund loan growth and to leverage a portion of its capital position. Borrowings increased $36.1 million from $299.9 million at December 31, 1997 to $336.0 million at June 30, 1998 reflecting a portion of the funding for the growth in loans and investments. Regulatory Capital The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material adverse effect on the Company's financial statements. Under applicable capital adequacy requirements the Company must meet specific minimum capital requirements that involve quantitative measures of the Company's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets and Tier 1 capital to total average assets. Management believes, as of June 30, 1998, that the Company meets all capital adequacy requirements to which it is subject. Under the FDIC's regulatory framework for prompt corrective action, both SIS Bank and GBT are considered well capitalized as of June 30, 1998. To be categorized as well capitalized the Banks must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table below. As of June 30, 1998 the Company also qualified as well capitalized under the applicable Federal Reserve Board regulations. Capital amounts and ratios are monitored by management for the Company, SIS Bank and GBT to ensure qualification as well capitalized. In order to maintain GBT's qualification as well capitalized the Company has discontinued GBT dividend payments to the parent company and has changed the mix of certain asset categories for risk weighting purposes. 24 The actual capital amounts and ratios for the Company, SIS Bank and GBT are presented in the table below, no deductions were made from capital for interest-rate risk. Minimum Minimum Requirements Requirements For Capital To Qualify As Actual Adequacy Purposes Well Capitalized -------------------- -------------------- -------------------- Amount Ratio Amount Ratio Amount Ratio --------- ------- ---------- ------- ---------- ------ (Dollars In Thousands) As of June 30, 1998: Tier I Capital (to Average Assets) Company $130,333 7.2% $ 72,080 4.0% N/A SIS Bank $110,581 7.3% $ 60,357 4.0% $ 75,447 5.0% GBT $ 18,233 6.2% $ 11,716 4.0% $ 14,645 5.0% Tier I Capital (to Risk Weighted Assets) Company $130,333 11.1% $ 46,914 4.0% $ 70,372 6.0% SIS Bank $110,581 11.5% $ 38,603 4.0% $ 57,904 6.0% GBT $ 18,233 8.8% $ 8,317 4.0% $ 12,476 6.0% Total Capital (to Risk Weighted Assets) Company $145,090 12.4% $ 93,829 8.0% $117,286 10.0% SIS Bank $122,734 12.7% $ 77,206 8.0% $ 96,507 10.0% GBT $ 20,837 10.0% $ 16,635 8.0% $ 20,793 10.0% As of December 31, 1997: Tier I Capital (to Average Assets) Company $123,340 7.2% $ 68,834 4.0% N/A SIS Bank $103,780 7.1% $ 58,358 4.0% $ 72,947 5.0% GBT $ 17,291 6.6% $ 10,422 4.0% $ 13,028 5.0% Tier I Capital (to Risk Weighted Assets) Company $123,340 11.9% $ 41,568 4.0% $ 62,352 6.0% SIS Bank $103,780 11.9% $ 35,044 4.0% $ 52,565 6.0% GBT $ 17,291 10.6% $ 6,507 4.0% $ 9,761 6.0% Total Capital (to Risk Weighted Assets) Company $136,438 13.1% $ 83,137 8.0% $103,921 10.0% SIS Bank $114,825 13.1% $ 70,087 8.0% $ 87,609 10.0% GBT $ 19,344 11.9% $ 13,014 8.0% $ 16,268 10.0% Interest Rate Risk Management Using management's estimates of asset prepayments and core deposit decay in its computation, the Company estimates that its cumulative one-year gap position was liability sensitive by $51.4 million or 2.79% of total assets at June 30, 1998. The following table sets forth the amounts of assets and liabilities outstanding at June 30, 1998, which are anticipated by the Company to mature or reprice in each of the future time periods shown using certain assumptions based on its historical experience, the current interest rate environment, and other data available to management. Management believes that these assumptions approximate actual experience and considers such assumptions reasonable, however, the interest rate sensitivity of the Company's assets and liabilities could vary substantially if different assumptions were used or actual experience differs from the assumptions used. Management periodically reviews and, when appropriate, changes the assumptions used in creating this table. 25 GAP Position At June 30, 1998 --------------------------------------------------------------------------- More than six Less than months less six months than one year 1 - 5 Years Over 5 Yrs TOTAL ----------- --------------- ----------- ---------- ---------- (Dollars In Thousands) Assets: Federal funds sold and interest bearing deposits $ 42,765 $ -- $ -- $ -- $ 42,765 Investment securities 304,377 159,363 269,917 67,055 800,712 Residential real estate loans 78,483 47,228 103,050 27,011 255,772 Commercial real estate loans 42,222 18,575 105,004 15,675 181,476 Commercial loans 102,993 19,017 138,220 6,390 266,620 Home equity loans 109,122 4,296 33,203 24,840 171,461 Consumer loans 7,816 1,568 5,061 254 14,699 Other assets -- -- -- 108,157 108,157 ---------- ---------- ---------- ---------- ---------- Total assets $ 687,778 $ 250,047 $ 654,455 $ 249,382 $1,841,662 ========== ========== ========== ========== ========== Liabilities & stockholders' equity: Savings accounts $ 33,342 $ 33,342 $ 155,413 $ -- $ 222,097 NOW accounts 13,260 13,260 61,878 -- 88,398 Money market accounts 82,880 74,322 99,185 -- 256,387 Time deposits 384,051 122,318 60,411 1,282 568,062 Borrowed funds 132,561 22,777 138,287 42,417 336,042 Other liabilities & stockholders' equity 38,544 38,544 115,626 177,962 370,676 ---------- ---------- ---------- ---------- ---------- Total liabilities & stockholders' equity $ 684,638 $ 304,563 $ 630,800 $ 221,661 $1,841,662 ========== ========== ========== ========== ========== Period GAP position $ 3,140 $ (54,516) $ 23,655 $ 27,721 Net period GAP as a percentage of total assets 0.17% (2.96%) 1.28% 1.51% Cumulative GAP $ 3,140 $ (51,376) $ (27,721) -- Cumulative GAP as a percentage of total assets 0.17% (2.79%) (1.51%) -- Cumulative GAP as a percentage of total interest-earning assets 0.18% (2.96%) (1.60%) -- Cumulative interest-earning assets as a percentage of cumulative interest-bearing liabilities 106.45% 102.82% 111.56% 117.85% For purposes of the above interest sensitivity analysis: Residential loans held for sale at June 30, 1998 totaling $19.6 million are in the less than six month interest sensitivity period. Fixed rate assets are scheduled by contractual maturity and adjustable rate assets are scheduled by their next repricing date. In both cases, assets that have prepayment optionality are adjusted for the Company's estimate of prepayments. Loans do not include non-accrual loans of $3.6 million. Loans do not include the allowance for loan loss of $23.5 million. In certain deposit categories where there is no contractual maturity, Management assumed the sensitivity characteristics listed below based on the current interest rate environment and the Company's historical experience. Management reviews these assumptions on a quarterly basis and may modify them as circumstances dictate. - Savings accounts are assumed to decay at an annual rate of 30%. - NOW accounts are assumed to decay at an annual rate of 30%. - Money market accounts are assumed to decay at an annual rate of 60%. - Non-interest bearing accounts of $192.0 million are included in other liabilities and are assumed to decay at an annual rate of 40%. 26 Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, while certain assets and liabilities may have similar contractual maturities or periods to repricing, they may react in different ways to changes in market interest rates. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table. Additionally, certain assets, such as adjustable rate mortgages, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Finally, the ability of borrowers to service their adjustable rate mortgages may decrease in the event of an interest rate increase. The Company also utilizes income simulation modeling in measuring its interest rate risk and managing its interest rate sensitivity. Income simulation not only considers the impact of changing market interest rates on forecasted net interest income, but also takes into consideration other factors such as yield curve relationships, the volume and mix of assets and liabilities, customer preferences and general market conditions. Liquidity Liquidity measures the ability of the Company to meet its maturing obligations and existing commitments, to withstand fluctuations in deposit levels, to fund its operations and to provide for customer credit needs. If the Company requires funds beyond its ability to generate them internally, it has additional borrowing capacity with the FHLB and collateral eligible for repurchase agreements. Because the Company has a stable retail deposit base, management believes that significant borrowings will not be necessary to maintain its current liquidity position. Management intends to continue seeking opportunities for expansion and believes that the Company's liquidity, capital resources and borrowing capabilities are adequate for its current and intended operations. Market Risk As a financial institution, the Company's chief market risk is interest rate risk. The Company has no exposure to foreign currency or commodity prices. Its exposure to equity prices is limited to marketable equity securities contained within its available for sale investment portfolio. At June 30, 1998 the Company did not have a trading portfolio. Interest rate risk is the sensitivity of income to variations in interest rates over defined time horizons. The primary goal of interest rate risk management is to control this risk within limits and guidelines approved by the Company's Asset/Liability Management Committee (ALCO). These limits and guidelines reflect the Company's tolerance for interest rate risk. The Company attempts to control interest rate risk by identifying exposures, quantifying them, and identifying their impact on income. The Company quantifies its interest rate risk exposures using simulation models as well as gap analyses. The Company manages its interest rate exposures using a combination of on-balance sheet instruments, consisting principally of fixed and variable rate securities, deposit pricing and FHLB borrowings. See the GAP Position analysis under this Item 2 and the notes to the Consolidated Financial Statements under Item 8 in the Company's Form 10-K for the year ended December 31, 1997 for further information regarding market risk of these instruments. At June 30, 1998 and December 31, 1997, the Company had no outstanding exposures to off-balance sheet interest rate instruments such as swaps, forwards or futures. GBT held derivative financial instruments during 1997. However, in December, 1997 concurrent with the acquisition of GBT, the Company sold its position in these instruments. At June 30, 1998 the Company held no derivative financial instruments. 27 Part II. OTHER INFORMATION Item 1. Legal Proceedings Not applicable Item 2. Changes in Securities Not applicable Item 3. Default upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders Not applicable Item 5. Other Information Not applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit No. Exhibit Location 2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession 2.1 Agreement and Plan of Merger, dated as of July 20, 1998, among People's Heritage Financial Group, Inc. ("PHFG") and SIS Bancorp, Inc. (the "Company"). (1) 10. Material Contracts 10.1 Stock Option Agreement, dated as of July 20, 1998, between the Company and PHFG (1) 10.2 Amendment, dated as of July 20, 1998, to Rights Agreement, dated as of January 12, 1997, between the Company and ChaseMellon Shareholder Services L.L.C., as Rights Agent (1) 10.3 Amendment to Employment Agreement with John F. Treanor dated July 15, 1998. 10.4 Form of Severance Agreement for certain Vice Presidents (Messrs. Prybylo, Merenda, Oleksak, Ms. Jatkevicius, Ms. Bourque, Ms. Bigda Parent, Ms. Sotir Katz, Ms.Chang) of SIS Bank, a wholly owned subsidiary of the Company. 10.5 Severance Agreement for David Glidden, Senior Vice President of SIS Bank, a wholly owned subsidiary of the Company. Locations of Exhibits if not attached hereto: (1) Incorporated by reference to PHFG's Current Report on Form 8-K dated July 20, 1998, as amended. (b) Reports on Form 8-K On July 21, 1998, the Company filed a Current Report on Form 8-K reporting the signing of an Agreement and Plan for Merger dated July 20, 1998 between the Company and People's Heritage Financial Corporation. 28 SIGNATURES Under the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIS BANCORP, INC. (Registrant) August 14, 1998 /s/ F. William Marshall, Jr. Date F . William Marshall, Jr. President and Chief Executive Officer August 14, 1998 /s/ John F. Treanor Date John F. Treanor Executive Vice President, Chief Operating Officer and Chief Financial Officer 29