1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 Commission file number 0 - 12784 WESTBANK CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2830731 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I.D. No.) 225 PARK AVENUE, WEST SPRINGFIELD, MASSACHUSETTS 01090-0149 (Address of principal executive offices) (Zip Code) (413) 747-1400 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES /X/ NO / / Common stock, par value $2 per share: 4,263,838 shares outstanding as of July 31, 1999 2 WESTBANK CORPORATION AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION Page ---- Financial Statements Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income 4 Condensed Consolidated Statements of Comprehensive Income 5 Condensed Consolidated Statements of Stockholders' Equity 6 Condensed Consolidated Statements of Cash Flows 7 Notes to Condensed Consolidated Financial Statements 8-10 Management's Discussion and Analysis of Financial Condition and Results of Operations 11-19 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings 20 ITEM 2. Changes in Rights of Securities Holders 20 ITEM 3. Defaults by Company on its Senior Securities 20 ITEM 4. Results of Votes on Matters Submitted to a Vote of Security Holders 20 ITEM 5. Other Events 20 ITEM 6. Exhibits and Reports on Form 8-K 21 Signatures 22 2 3 WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollar amounts in thousands) June 30, 1999 December 31, 1998 - - ---------------------------- ------------- ----------------- ASSETS Cash and due from banks: Non-interest bearing $ 12,310 $ 11,291 Interest bearing 1,506 1,880 Federal funds sold 866 1,069 -------- -------- Total cash and cash equivalents 14,682 14,240 -------- -------- Investment securities available for sale 57,635 53,712 Investment securities held to maturity (fair value of $12,370 in 1999 and $30,817 in 1998) 12,560 30,616 -------- -------- Total securities 70,195 84,328 -------- -------- Loans 338,701 293,432 Mortgage loans held-for-sale 2,184 2,346 Allowance for loan losses (2,721) (2,665) ----- ----- Net loans 338,164 293,113 Bank premises and equipment 6,910 6,851 Accrued interest receivable 2,601 2,457 Other assets 1,871 1,634 -------- -------- TOTAL ASSETS $434,423 $402,623 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $ 51,223 $ 51,395 Interest bearing 318,861 290,872 -------- -------- Total Deposits 370,084 342,267 Borrowed funds 25,057 20,807 Federal Home Loan borrowing 7,000 7,000 Accrued interest payable 470 429 Other liabilities 846 1,630 -------- -------- Total Liabilities 403,457 372,133 -------- -------- Stockholders' Equity: Common stock - $2 par value Authorized - 9,000,000 shares Issued - 4,229,931 shares in 1999 and 4,198,838 shares in 1998 8,460 8,397 Additional paid in capital 11,337 11,076 Retained earnings 12,094 10,803 Accumulated other comprehensive income (loss) (925) 214 -------- -------- Total Stockholders' Equity 30,966 30,490 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $434,423 $402,623 ======== ======== See accompanying notes to condensed consolidated financial statements. 3 4 WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollar amounts in thousands) QUARTER ENDED SIX MONTHS ENDED 06-30-99 06-30-98 06-30-99 06-30-98 ---------- ---------- ---------- ---------- Income: Interest and fees on loans $ 6,504 $ 5,904 $ 12,533 $ 11,637 Interest on federal funds sold 35 130 73 183 Interest on securities 1,114 1,122 2,390 2,058 ---------- ---------- ---------- ---------- 7,653 7,156 14,996 13,878 Interest expense 3,481 3,383 6,806 6,381 ---------- ---------- ---------- ---------- Net interest income 4,172 3,773 8,190 7,497 Provision for loan losses 2 12 77 40 ---------- ---------- ---------- ---------- Net interest income after provision 4,170 3,761 8,113 7,457 ---------- ---------- ---------- ---------- Investment security gains 0 142 92 139 Other non-interest income 492 499 1,018 1,118 ---------- ---------- ---------- ---------- Total non-interest income 492 641 1,110 1,257 ---------- ---------- ---------- ---------- Operating expense: Salaries and benefits 1,470 1,417 2,967 2,838 Other operating expenses 1,163 1,204 2,273 2,357 Occupancy - net 306 236 614 498 ---------- ---------- ---------- ---------- Total operating expenses 2,939 2,857 5,854 5,693 ---------- ---------- ---------- ---------- Income before income taxes 1,723 1,545 3,369 3,021 Income taxes 652 589 1,277 1,182 ---------- ---------- ---------- ---------- Net Income $ 1,071 $ 956 $ 2,092 $ 1,839 ========== ========== ========== ========== Earnings per share - Basic $ 0.25 $ 0.23 $ 0.50 $ 0.45 - Diluted $ 0.25 $ 0.22 $ 0.48 $ 0.43 Weighted average shares outstanding - Basic 4,225,943 4,139,880 4,218,407 4,108,567 - Dilutive option shares 94,132 169,808 118,172 163,590 - Diluted 4,320,075 4,309,688 4,336,579 4,272,157 See accompanying notes to condensed consolidated financial statements. 4 5 WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Dollar amounts in thousands) QUARTER ENDED SIX MONTHS ENDED 06-30-99 06-30-98 06-30-99 06-30-98 -------- -------- -------- -------- Net Income $ 1,071 $ 956 $ 2,092 $ 1,839 ------- ------- ------- ------- Other comprehensive income: Unrealized gain/(loss) on securities available for sale, net of income taxes (benefits) of $(481) and $(145) for the quarter and $(733) and $(134) for the six-month periods ended June 30, 1999 and 1998, respectively (785) (236) (1,196) (221) Reclassification adjustment for gains included in net income, net of income taxes of $35 for the six-month period ended June 30, 1999 and $54 and $53 for the three- and six-month periods ended June 30, 1998 88 57 86 ------- ------- ------- ------- Other comprehensive income (loss) (785) (148) (1,139) (135) ------- ------- ------- ------- Comprehensive Income $ 286 $ 808 $ 953 $ 1,704 ======= ======= ======= ======= See accompanying notes to condensed consolidated financial statements. 5 6 WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEAR ENDED DECEMBER 31, 1998 AND SIX MONTHS ENDED JUNE 30, 1999 (1999 unaudited) (Dollar amounts in thousands) ACCUMULATED OTHER COMMON STOCK ADDITIONAL COMPREHENSIVE NUMBER PAR PAID IN RETAINED INCOME/ OF SHARES VALUE CAPITAL EARNINGS (LOSS) TOTAL --------- ---------- ---------- ---------- ------------- ---------- BALANCE - DECEMBER 31, 1997 3,932,535 $ 7,865 $ 9,711 $ 9,282 $ 60 $ 26,918 Net income 3,377 3,377 Cash dividend declared ($.30 per share) (1,503) (1,503) Stock dividend (1% on Cargill Bancorp shares) 17,389 35 93 (129) (1) Shares issued: Stock Option Plan 199,799 399 742 1,141 Dividend Reinvestment and Stock Purchase Plan 49,115 98 530 628 Cargill interim loss for the quarter ended December 31, 1998 (224) (224) Changes in unrealized gain on securities available for sale 154 154 --------- ---------- ---------- ---------- ---------- ---------- BALANCE - DECEMBER 31, 1998 4,198,838 8,397 11,076 10,803 214 30,490 Net income 2,092 2,092 Cash dividend declared ($.20 per share) (801) (801) Shares issued: Stock Option Plan 5,301 11 23 34 Dividend Reinvestment and Stock Purchase Plan 25,792 52 238 290 Changes in unrealized gain on securities available for sale (1,139) (1,139) --------- ---------- ---------- ---------- ---------- ---------- BALANCE - JUNE 30, 1999 4,229,931 $ 8,460 $ 11,337 $ 12,094 $ (925) $ 30,966 ========= ========== ========== ========== ========== ========== See accompanying notes to condensed consolidated financial statements. 6 7 WESTBANK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) (Dollar amounts in thousands) 1999 1998 -------- -------- Operating activities: Net income $ 2,092 $ 1,839 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 77 40 Depreciation and amortization 471 499 Provision for other real estate owned 27 Changes in assets and liabilities: (Increase)/Decrease in accrued interest receivable (144) (257) Realized gain on sale of securities (92) (139) Realized (gain)/loss on sale of other real estate owned 19 10 Increase/(Decrease) in interest payable on deposits 41 115 (Increase)/Decrease in other assets (618) (505) Increase/(Decrease) in other liabilities (784) (95) -------- -------- Net cash provided by operating activities 1,062 1,534 -------- -------- Investing activities: Investments and mortgage-backed securities: Held to maturity: Purchases (1,050) (20,103) Proceeds from maturities and principal payments 19,106 20,741 Available for sale: Purchases (20,686) (22,531) Proceeds from sales 4,679 8,607 Proceeds from maturities 10,307 4,405 Purchases of premises and equipment (530) (989) Net (increase)/decrease in loans (44,417) (19,339) Proceeds from sale of other real estate owned 381 62 -------- -------- Net cash used in investing activities (32,210) (29,147) -------- -------- Financing activities: New increase/(decrease) in other borrowed funds 4,250 6,913 Net increase/(decrease) in deposits 27,817 32,957 Proceeds from exercise of stock options and stock purchase plan 324 1,367 Dividends paid (801) (749) -------- -------- Net cash used in financing activities 31,590 40,488 -------- -------- Increase/(Decrease) in cash and cash equivalents 442 12,875 Cash and cash equivalents at beginning of period 14,240 16,526 -------- -------- Cash and cash equivalents at end of period $ 14,682 $ 29,401 ======== ======== Cash paid during the period: Interest on deposits and other borrowings $ 6,765 $ 6,266 Income taxes 1,191 1,172 Transfers of loans to other real estate owned 374 Sales of other real estate owned financed by the bank 135 See accompanying notes to condensed consolidated financial statements. 7 8 WESTBANK CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS QUARTER AND SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998 (Unaudited) NOTE A - GENERAL INFORMATION Westbank Corporation (hereinafter sometimes referred to as "Westbank" or the "Corporation") is a registered Bank Holding Company organized to facilitate the expansion and diversification of the business of Park West Bank and Trust Company and Cargill Bank (hereinafter sometimes referred to as "Park West" and "Cargill") into additional financial services related to banking. Substantially all operating income and net income of the Corporation are presently accounted for by Park West and Cargill. NOTE B - ACQUISITION OF CARGILL BANCORP, INC. The Corporation completed the acquisition of Cargill Bancorp, Inc. ("Cargill") on January 29, 1999. Cargill served as the holding company for Cargill Bank, which will continue to operate its three banking offices in Northeastern Connecticut and will retain its name and Connecticut charter as a separate subsidiary of the Corporation. Under the terms of the merger agreement, each share of Cargill was exchanged for 1.3655 shares of the Corporation. Westbank issued a total of 400,164 shares. The transaction was accounted for using the pooling-of-interests method and, accordingly, all historical financial data has been restated to include both entities for all periods presented. Direct costs of the merger accounted for by the pooling-of-interests method are expensed as incurred. Merger-related costs expensed for the year ended December 31, 1998, aggregate $595,000. These merger expenses included legal, accounting, regulatory and severance costs, as well as integration costs. Westbank's fiscal year ends December 31 and Cargill's fiscal year ends September 30. The financial statements combine the financial information of Westbank at and for the quarters ended June 30, 1998 and 1999, and the year ended December 31, 1998, with financial information of Cargill for the quarters ended June 30, 1999 and March 31, 1998, and the year ended September 30, 1998. The Cargill loss of $224,000 for the quarter ended December 31, 1998, has been included directly in stockholders' equity in order to conform Cargill's reporting periods to the Corporation's as of December 31, 1998. For the quarter ended December 31, 1998, Cargill had net interest income of $456,000 and a net loss of $224,000. Included in operating expenses were $346,000 of merger and related costs that were primarily the cause of their loss. The following table sets forth the unaudited results of operations of the combined entities for the periods prior to this acquisition: (In thousands, except per-share data) Westbank Cargill Combined -------- ------- -------- Month ended January 31, 1999 Net interest income $1,192 $138 $1,330 Net income 355 21 376 Quarter ended June 30, 1998 Net interest income $3,282 $491 $3,773 Net income 885 71 956 Six months ended June 30, 1998 Net interest income $6,545 $952 $7,497 Net income 1,724 115 1,839 8 9 WESTBANK CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS QUARTER AND SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998 (Unaudited) NOTE C - CURRENT OPERATING ENVIRONMENT Park West operates thirteen banking offices located in Hampden County, Massachusetts, and also operated a Trust Department providing services normally associated with holding property in a fiduciary or agency capacity. A full range of retail banking services is furnished to individuals, businesses and non-profit organizations. Cargill Bank operates three offices in Windham County, Connecticut. A full range of retail banking services is furnished to individuals, businesses and non-profit organizations. The primary source of revenue for Park West and Cargill is derived from providing loans to customers who are predominantly located in Park West's and Cargill's service areas. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") imposes significant regulatory restrictions and requirements on banking institutions insured by the FDIC and their holding companies. FDICIA established capital categories into which financial institutions are placed based on capital level. Each capital category establishes different degrees of regulatory restrictions that can apply to a financial institution. As of June 30, 1999, Park West and Cargill's capital was at a level that placed the Banks in the "well capitalized" category as defined by FDICIA. FDICIA imposes a variety of other restrictions and requirements on insured banks. These include significant regulatory reporting requirements such as insuring that a system of risk-based deposit insurance premiums and civil money penalties for inaccurate deposit assessment reports exists. In addition, FDICIA imposes a system of regulatory standards for bank and bank holding company operations, detailed truth in savings disclosure requirements, and restrictions on activities authorized by state law but not authorized for national banks. NOTE D - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements for the quarter and six months ended June 30, 1999 and 1998 have been prepared in accordance with generally accepted accounting principles for interim information and with instructions for Form 10-Q. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting or normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter and six-month period ended June 30, 1999 are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. For further information, please refer to the Consolidated Financial Statements and footnotes thereto included in the Westbank Corporation's Annual Report on Form 10-K for the year ended December 31, 1998. NOTE E - COMMITMENTS AND CONTINGENT LIABILITIES In the normal course of business, there are outstanding commitments and contingent liabilities, such as standby letters of credit and commitments to extend credit. As of June 30, 1999, standby letters of credit amounted to $715,000 and loan commitments were $36,060,000 and unused balances available on home equity lines of credit were $7,434,000. Trust Assets - Property with a book value of $114,374,000 at June 30, 1999 held for customers in a fiduciary or agency capacity is not included in the accompanying balance sheet since such items are not assets of the Bank. 9 10 WESTBANK CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS QUARTER AND SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998 (Unaudited) NOTE F - STOCKHOLDERS' EQUITY The FDIC imposes leverage capital ratio requirements for state non-member banks. In addition, the FDIC has established risk-based capital requirements for insured institutions for Tier 1 risk-based capital of 4.00% and total risk-based capital of 8.0%. The capital ratios of Park West and Cargill as of June 30, 1999 were as follows: Park West Bank and Trust Company Cargill Bank ----------------- ------------ Leverage Capital Ratio 7.11% 6.89% Tier 1 Risk-Based Capital 10.59% 12.74% Total Risk-Based Capital 11.53% 13.84% As of June 30, 1999, both Park West and Cargill met the criteria which classified them as well capitalized financial institutions. NOTE G - BRANCH PURCHASE AGREEMENT As part of its strategy of regional expansion through acquisition, on April 13, 1999 the Corporation announced the signing of a Branch Purchase Agreement with Phoenix Home Life Mutual Insurance to acquire the Connecticut banking division of New London Trust, F.S.B., New London, New Hampshire. The Connecticut division of New London Trust operates offices in Danielson and Putnam, Connecticut, with assets totaling $110 million. The acquisition, which is subject to regulatory approval, is expected to be completed in the fourth quarter of this year and the Corporation will use the purchase method of accounting for this acquisition. Upon completion, the New London Trust offices in Danielson and Putnam, Connecticut, will become offices of Cargill Bank, which will operate a total of five banking offices. 10 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Changes in Financial Condition Total consolidated assets amounted to $434,423,000 on June 30, 1999, compared to $402,623,000 on December 31, 1998. As of June 30, 1999 and June 30, 1998, earning assets amounted to, respectively, $413,452,000 or 95% of total assets and $383,071,000 or 95% of total assets. Earning assets increased during the first six months of 1999 as a result of an increase in loans. Deposits originated throughout the Corporation's branch system and short-term borrowings with the Federal Home Loan Bank, provided the funds to support the increase in earning assets. Changes in Results of Operations For the quarter ended June 30, 1999, net income totaled $1,071,000, compared to $956,000 for the quarter ended June 30, 1998. For the six months ended June 30, 1999, net income was $2,092,000, compared to $1,839,000 for the same period during 1998. Included in the results for the six months ended June 30, 1999 is a gain on the sale of securities available for sale totaling $92,000. An overall increase in interest income and interest expense reflects an increase in volume and decrease in interest rates on earning assets and an increase in volume and decrease on rates on interest-bearing deposits. Further analysis is provided in sections on net interest revenue and supporting schedules. Allowance for Loan Losses and Non-Performing Assets The Corporation's provision for loan losses in the current quarter was $2,000, compared to $12,000 for the same period in 1998. Loans written off against the allowance for loan losses after recoveries amounted to $21,000 for the six months ended June 30, 1999. After giving effect to the actions described above, the allowance for loan losses at June 30, 1999, totaled $2,721,000 or 0.80% of total loans, as compared to $2,665,000 or 0.90% at December 31, 1998. Non-performing past due loans at June 30, 1999, aggregated $840,000 or 0.25% of total loans, compared to $1,099,000 or 0.37% at December 31, 1998. The percentage of non-performing and past due loans compared to total assets on those same dates, respectively, amounted to 0.19% and 0.27%. Other real estate owned at June 30, 1999, totaled $85,000 and stands at 0.02% of total assets at the end of the current quarter. Management has made every effort to recognize all circumstances known at this time that could affect the collectibility of loans and has reflected these in the provision for loan losses, the write-down of other real estate owned and impaired loans to fair value and other loans (watch list) monitored by management, the charge-off of loans and the balance in the allowance for loan losses. Management deems that the provision for the quarter and the balance in the allowance for loan losses are adequate, based on results provided by the loan grading system and circumstances known at this time. 11 12 Year 2000 The Corporation has taken steps to ensure that all of its computer systems (the "systems") are ready to operate accurately on and beyond January 1, 2000. In the event that the Corporation's systems are not Year 2000 compliant as of January 1, 2000, the Corporation would face significant operational difficulties. The Corporation fully understands the need to prevent disruption of computer and technical systems, and the Corporation is committed to providing its customers with high quality services without interruption. While the Corporation has determined that many of the Systems are Year 2000 compliant, the Corporation has prepared an action plan (the "Year 2000 Project") to ensure the continued integrity of its systems. The Year 2000 Project includes five phases: (1) the awareness phase; (2) the assessment phase; (3) the renovation phase; (4) the validation phase; and (5) the implementation phase. The Corporation is currently in the implementation phase. The Corporation relies on outside providers for the core banking software and data processing portions of the Systems. The Year 2000 Project applies to such vendors with whom the Corporation has had continuous contact and updates as to their Year 2000 readiness. The Year 2000 Project also includes a contingency plan to be implemented in the event the Year 2000 Project reveals that any of the systems are not Year 2000 compliant. In addition, in the event that, despite the Year 2000 Project, the Corporation experiences disruption due to Year 2000 problems, the Corporation has developed a business resumption plan that would be implemented in this event. As of June 30, 1999, the Corporation has incurred approximately $218,000 in Year 2000-related expenses and has estimated that capital expenditures related to the Year 2000 issue will total approximately $510,000. As of June 30, 1999, the Corporation has completed testing of all critical systems and believes that these systems are ready to operate without disruption of service on January 1, 2000 and thereafter. The Corporation has designed the Year 2000 Project based on guidance from the Federal Financial Institutions Examining Council. In addition, the FDIC monitors the Corporation's preparation for the Year 2000 on a periodic basis. The information set forth above is designed to be a "Year 2000 Readiness Disclosure" as that term is defined in the Year 2000 Information Readiness and Disclosure Act. This information is forward-looking information and, as such, it is subject to risks and uncertainties that would cause actual results to differ materially from the projected results discussed in this report. 12 13 WESTBANK CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) NET INTEREST INCOME The Corporation's earning assets include a diverse portfolio of earning instruments, ranging from the Corporation's core business of loan extensions to interest-bearing securities issued by federal, state and municipal authorities. These earning assets are financed through a combination of interest-bearing and interest-free sources. Net interest income, the most significant component of earnings, is the amount by which the interest generated by assets exceeds the interest expense on liabilities. The Corporation analyzes its performance by utilizing the concepts of interest rate spread and net yield on earning assets. The interest rate spread represents the difference between the yield on earning assets and interest paid on interest-bearing liabilities. The net yield on earning assets is the difference between the rate of interest on earning assets and the effective rate paid on all funds - interest-bearing liabilities as well as interest-free sources (primarily demand deposits and shareholders' equity). The balances and rates derived for the analysis of net interest income presented on the following pages reflect the consolidated assets and liabilities of the Corporation's principal earning subsidiaries, Park West Bank and Trust Company and Cargill Bank. (Dollar amounts in thousands) QUARTER ENDED SIX MONTHS ENDED 06-30-99 06-30-98 06-30-99 06-30-98 -------- -------- -------- -------- Interest and dividend income $7,653 $7,156 $14,996 $13,878 Interest expense 3,481 3,383 6,806 6,381 -------- -------- -------- -------- Net interest income $4,172 $3,773 $8,190 $7,497 ======== ======== ======== ======== INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS (Dollar amounts in thousands) QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 1999 1998 1999 1998 --------------- --------------- --------------- --------------- Average Average Average Average Balance Rate Balance Rate Balance Rate Balance Rate -------- ---- -------- ---- -------- ---- -------- ---- Earning Assets $403,316 7.59% $361,667 7.91% $394,995 7.59% $348,268 7.97% -------- ---- -------- ---- -------- ---- -------- ---- Interest-bearing liabilities 338,717 4.11 303,717 4.46 331,640 4.10 290,001 4.40 -------- ---- -------- ---- -------- ---- -------- ---- Interest rate spread 3.48 3.45 3.49 3.57 -------- ---- -------- ---- -------- ---- -------- ---- Interest-free resources used to fund earning assets 64,599 57,950 63,355 58,267 -------- ---- -------- ---- -------- ---- -------- ---- Total Sources of Funds $403,316 $361,667 $394,995 $348,268 ======== ==== ======== ==== ======== ==== ======== ==== Net Yield on Earning Assets 4.14% 4.17% 4.15% 4.31% ======== ==== ======== ==== ======== ==== ======== ==== 13 14 WESTBANK CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) CHANGES IN NET INTEREST INCOME (Dollar amounts in thousands) QUARTER ENDED 06-30-99 SIX MONTHS ENDED 06-30-99 OVER OVER QUARTER ENDED 06-30-98 SIX MONTHS ENDED 06-30-98 ----------------------------- ----------------------------- CHANGE DUE TO CHANGE DUE TO VOLUME RATE TOTAL VOLUME RATE TOTAL ------- ------- ------- ------- ------- ------- Interest Income: Loans $ 1,000 $ (400) $ 600 $ 1,668 $ (772) $ 896 Securities (52) 44 (8) 265 67 332 Federal funds (70) (25) (95) (75) (35) (110) ------- ------- ------- ------- ------- ------- Total Interest Earned 878 (381) 497 1,858 (740) 1,118 ------- ------- ------- ------- ------- ------- Interest Expense: Interest-bearing deposits 287 (265) 22 641 (457) 184 Other borrowed funds 80 (4) 76 218 23 241 ------- ------- ------- ------- ------- ------- Total Interest Expense 367 (269) 98 859 (434) 425 ------- ------- ------- ------- ------- ------- Net Interest Income $ 511 $ (112) $ 399 $ 999 $ (306) $ 693 ======= ======= ======= ======= ======= ======= Net interest earned increased by $399,000 during the second quarter of 1999 compared to the second quarter of 1998. For the six-month period ended June 30, 1999, net interest income increased by $693,000 versus the same period of 1998. Average earning assets increased by $46,724,000 during the first six months of 1999. The average earning base was $394,992,000 compared to $348,268,000 in the same period last year. OPERATING EXPENSES The components of total operating expenses for the periods and their percentage of gross income are as follows: (Dollars amounts in thousands) QUARTER ENDED SIX MONTHS ENDED 06-30-99 06-30-98 06-30-99 06-30-98 --------------- --------------- --------------- --------------- Amount Percent Amount Percent Amount Percent Amount Percent ------ ------- ------ ------- ------ ------- ------ ------- Salaries and benefits $1,470 18.05% $1,417 18.17% $2,967 18.42% $2,838 18.75% Other non-interest expense 1,163 14.28 1,204 15.44 2,273 14.11 2,357 15.57 Occupancy - net 306 3.75 236 3.03 614 3.82 498 3.29 ------ ----- ------ ----- ------ ----- ------ ----- Total Operating Expenses $2,939 36.08% $2,857 36.64% $5,854 36.35% $5,693 37.61% ====== ===== ====== ===== ====== ===== ====== ===== For the six-month period ended June 30, 1999, operating expenses increased by approximately $161,000 over the 1998 period. The increase was a result of increases in salary and benefits totaling $129,000, occupancy expense totaling $116,000 and a decrease in other non-interest expense of $84,000. The increases are primarily the result of overall growth of the Corporation. 14 15 WESTBANK CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) CAPITAL RATIOS 06-30-99 06-30-98 -------- -------- Ratio of "Tier 1" leverage capital to total assets at end of period 7.34% 6.90% Regulatory risk-based capital requirements take into account the different risk categories of banking organizations by assigning risk weight to assets and the credit equivalent amounts of off-balance sheet exposures. In addition, capital is divided into two tiers. For this Corporation, Tier 1 includes the common stockholders' equity. Tier 2, or supplementary capital, includes not only the equity but, also, a portion of the allowance for loan losses. Net unrealized gain/(losses) on securities available for sale are not permitted to be included for regulatory capital purposes. The following are the Corporation's risk-based capital ratios at June 30, 1999: Tier 1 Capital (minimum required 4.00%) 11.44% Tier 2 Capital (minimum required 8.00%) 12.41% INTEREST RATE SENSITIVITY The following table sets forth the distribution of the repricing of the Corporation's earning assets and interest-bearing liabilities as of June 30, 1999. (Dollar amounts in thousands) Three Over Three Over One Months Months to Year to Over or Less One Year Five Years Five Years Total ------- -------- ---------- ---------- ----- Earning Assets $ 56,457 $ 45,283 $115,516 $196,196 $413,452 Interest-Bearing Liabilities 115,678 111,038 123,973 229 350,918 -------- -------- ------- -------- ------- Interest Rate Sensitivity Gap $(59,221) $(65,755) $(8,457) $195,967 $62,534 ======== ======== ======= ======== ======= Cumulative Interest Rate Sensitivity Gap $(59,221) $(124,976) $(133,433) $62,534 Interest Rate Sensitivity Gap Ratio (14.32)% (15.90)% (2.05)% 47.40% 15.12% Cumulative Interest Rate Sensitivity Gap Ratio (14.32)% (30.23)% (32.27)% 15.12% 15 16 WESTBANK CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY Liquidity management requires close scrutiny of the mix and maturity of deposits and borrowings and short-term investments. Cash and due from banks, federal funds sold, investment securities and mortgage-backed securities, as compared to deposits, are used by Westbank to compute its liquidity on a daily basis as adjusted for regulatory purposes. In addition, Westbank is subject to Regulation D of the Federal Reserve Bank (FRB), which requires depository institutions to maintain reserve balances on deposit with the FRB based on certain average depositor balances. Westbank is in compliance with Regulation D. Management of Westbank believes that its current liquidity is sufficient to meet current and anticipated funding needs. PROVISION AND ALLOWANCE FOR LOAN LOSSES (Dollar amounts in thousands) QUARTER ENDED SIX MONTHS ENDED 06-30-99 06-30-98 06-30-99 06-30-98 -------- -------- -------- -------- Balance at beginning of period $2,669 $3,077 $2,665 $3,057 Provision charged to expense 2 12 77 40 ------ ------ ------ ------ 2,671 3,089 2,742 3,097 ------ ------ ------ ------ Charge-offs: Loans secured by real estate 300 340 Commercial and industrial loans 40 87 47 Consumer loans 22 13 40 26 ------ ------ ------ ------ 22 353 127 413 ------ ------ ------ ------ Recoveries: Loans secured by real estate 70 2 86 33 Commercial and industrial loans 15 15 Consumer loans 2 4 5 10 ------ ------ ------ ------ 72 6 106 58 ------ ------ ------ ------ Net charge-offs (recoveries) (50) 347 21 355 ------ ------ ------ ------ Balance at end of period $2,721 $2,742 $2,721 $2,742 ====== ====== ====== ====== Net charge-offs to: Average loans (.02)% .12% .01% .13% Loans at end of period (.01)% .12% .01% .12% Allowance for loan losses (1.84)% 12.65% .77% 12.98% Allowance for loan losses as a percentage of: Average loans .82% .97% .85% .99% Loans at end of period .80% .95% .80% .95% The approach the Corporation uses in determining the adequacy of the allowance for loan losses is the combination of a target reserve and a general reserve allocation. Quarterly, based on an internal review of the loan portfolio, the Corporation identifies required reserve allocations targeted to recognized problem loans that, in the opinion of management, have potential loss exposure or questions relative to the depth of the collateral on these same loans. In addition, the Corporation allocates a general reserve against the remainder of the loan portfolio. 16 17 WESTBANK CORPORATION AND SUBSIDIARIES NON-ACCRUAL, PAST DUE AND RESTRUCTURED LOANS (Dollar amounts in thousands) 06-30-99 03-31-99 12-31-98 09-30-98 06-30-98 -------- -------- -------- -------- -------- Non-Accrual Loans $595 $ 952 $ 869 $ 817 $ 828 ---- ------ ------ ------ ------ Loans contracturally past due 90 days or more and still accruing 245 147 231 218 175 ---- ------ ------ ------ ------ Total non-accrual, past due and restructured loans $840 $1,099 $1,100 $1,035 $1,003 ---- ------ ------ ------ ------ Non-accrual, past due and restructured loans as a percentage of total loans .25% .34% .37% .36% .35% ---- ------ ------ ------ ------ Allowance for loan losses as a percentage of non-accrual, past due and restructured loans 323.93% 264.52% 242.27% 265.80% 273.38% ---- ------ ------ ------ ------ Other real estate owned - net $ 85 $ 347 $ 466 $ 304 $ 571 ---- ------ ------ ------ ------ Total non-performing assets $925 $1,446 $1,566 $1,339 $1,574 ---- ------ ------ ------ ------ Non-performing assets as a percentage of total assets .21% .35% .39% .33% .40% ---- ------ ------ ------ ------ 17 18 WESTBANK CORPORATION AND SUBSIDIARIES QUARTER-TO-DATE AVERAGE BALANCES INTEREST EARNED - INTEREST EXPENSE (Dollar amounts in thousands) FOR THE QUARTER ENDED FOR THE QUARTER ENDED JUNE 30, 1999 JUNE 30, 1998 Balance Interest Rate Balance Interest Rate ------- -------- ---- ------- -------- ---- Federal funds sold and temporary investments $ 2,849 $ 35 4.91% $ 8,235 $ 130 6.31% Securities 67,374 1,114 6.61 70,619 1,122 6.35 Loans 333,093 6,504 7.81 282,813 5,904 8.35 -------- ------ ---- -------- ------ ---- Total earning assets 403,316 $7,653 7.59% 361,667 $7,156 7.91% Loan loss allowance (2,746) (3,061) All other assets 22,916 21,972 -------- ------ ---- -------- ------ ---- TOTAL ASSETS $423,486 $380,578 ======== ====== ==== ======== ====== ==== LIABILITIES AND EQUITY Interest-bearing deposits $313,686 $3,230 4.12% $286,688 $3,208 4.48% Borrowed funds 25,031 251 4.01 17,029 175 4.11 -------- ------ ---- -------- ------ ---- Total interest-bearing liabilities 338,717 $3,481 4.11 303,717 $3,383 4.46 -------- ------ ---- -------- ------ ---- Interest rate spread 3.48% 3.45% Demand deposits 52,032 46,893 Other liabilities 1,617 1,192 Shareholders' equity 31,120 28,776 -------- ------ ---- -------- ------ ---- TOTAL LIABILITIES AND EQUITY $423,486 $380,578 ======== ====== ==== ======== ====== ==== NET INTEREST INCOME $4,172 $3,773 ======== ====== ==== ======== ====== ==== Interest Earned/Earning Assets 7.59% 7.91% Interest Expense/Earning Assets 3.45 3.74 -------- ------ ---- -------- ------ ---- Net Yield on Earning Assets 4.14% 4.17% ======== ====== ==== ======== ====== ==== 18 19 WESTBANK CORPORATION AND SUBSIDIARIES YEAR-TO-DATE AVERAGE BALANCES INTEREST EARNED - INTEREST EXPENSE (Dollar amounts in thousands) SIX MONTHS ENDED SIX MONTHS ENDED JUNE 30, 1999 JUNE 30, 1998 Balance Interest Rate Balance Interest Rate ------- -------- ---- ------- -------- ---- Federal funds sold and temporary investments $ 3,374 $ 73 4.33% $ 6,276 $ 183 5.83% Securities 72,321 2,390 6.61 64,373 2,058 6.39 Loans 319,300 12,533 7.85 277,619 11,637 8.38 -------- ------- ---- -------- ------- ---- Total earning assets 394,995 $14,996 7.59% 348,268 $13,878 7.97% -------- ------- ---- -------- ------- ---- Loan loss allowance (2,714) (3,102) All other assets 22,766 21,621 -------- ------- ---- -------- ------- ---- TOTAL ASSETS $415,047 $366,787 ======== ======= ==== ======== ======= ==== LIABILITIES AND EQUITY Interest-bearing deposits $306,696 $6,310 4.11% $276,348 $6,126 4.43% Borrowed funds 24,944 496 3.98 13,653 255 3.74 -------- ------- ---- -------- ------- ---- Total interest-bearing liabilities 331,640 $6,806 4.10 290,001 $6,381 4.40 -------- ------- ---- -------- ------- ---- Interest rate spread 3.49% 3.57% Demand deposits 50,627 47,000 Other liabilities 1,782 1,410 Shareholders' equity 30,998 28,376 -------- ------- ---- -------- ------- ---- TOTAL LIABILITIES AND EQUITY $415,047 $366,787 ======== ======= ==== ======== ======= ==== NET INTEREST INCOME $8,190 $7,497 ======== ======= ==== ======== ======= ==== Interest Earned/Earning Assets 7.59% 7.97% Interest Expense/Earning Assets 3.44 3.66 -------- ------- ---- -------- ------- ---- Net Yield on Earning Assets 4.15% 4.31% ======== ======= ==== ======== ======= ==== 19 20 WESTBANK CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 1. Legal Proceedings - NONE ITEM 2. Changes in Rights of Securities Holders - NONE ITEM 3. Defaults by Company on its Senior Securities - NONE ITEM 4. Results of Votes on Matters Submitted to a Vote of Security Holders - NONE ITEM 5. Other Events a. Information Concerning Forward-Looking Statements Westbank has made, and may make in the future, forward-looking statements concerning future performance, including, but not limited to, future earnings and events or conditions that may affect such future performance. These forward-looking statements are based upon management's expectations and belief concerning possible future developments and the potential effect of such future developments on Westbank. There is no assurance that such future developments will be in accordance with management's expectations and belief or that the effect of any future developments on Westbank will be those anticipated by Westbank management. All assumptions that form the basis of any forward-looking statements regarding future performance, as well as events or conditions that may affect such future performance, are based on factors that are beyond Westbank's ability to control or predict with precision, including future market conditions and the behavior of other market participants. Among the factors that could cause actual results to differ materially from such forward-looking statements are the following: 1. The status of the economy in general, as well as in Westbank's prime market areas of Western Massachusetts and Northeastern Connecticut; 2. The real estate market in Western Massachusetts and Northeastern Connecticut; 3. Competition in Westbank's prime market area from other banks, especially in light of continued consolidation in the New England banking industry; 4. Any changes in federal and state bank regulatory requirements; 5. Changes in interest rates; and 6. The cost and other effects of unanticipated legal and administrative cases and proceedings, settlements and investigations. While Westbank periodically reassesses material trends and uncertainties affecting the Corporation's performance in connection with its preparation of Management's Discussion and Analysis of Results of Operations and Financial Condition contained in its quarterly and annual reports, Westbank does not intend to review or revise any particular forward-looking statements. b. Registration on Form S-3 None. c. Registration of Form S-8 None 20 21 ITEM 6. Exhibits and Reports on Form 8 a. Exhibits EXHIBIT INDEX Page No. -------- 3. Articles of Organization, as amended ** (a) Articles of Organization, as amended * (b) By-Laws, as amended * 10. Material Contracts (a) Stock Purchase Agreement dated April 12, 1999, among SunLife Assurance Company of Canada (U.S.), New London Trust, F.S.B., and PM Holdings, Inc., PM Trust Holding Company, Lake Sunapee Bank, F.S.B., Mascoma Savings Bank and Cargill Bank. (b) Purchase and Assumption Agreement dated April 12, 1999, among PM Holdings, Inc., PM Trust Holding Company, Cargill Bank, Lake Sunapee Bank, F.S.B., and Mascoma Savings Bank. (c) Asset and Liability Allocation Agreement dated April 12, 1999, among Lake Sunapee Bank, F.S.B., Mascoma Savings Bank and Cargill Bank. 27. Financial Data Schedule To be included * Incorporated by reference to identically numbered exhibits contained in Registrant's Annual Report on Form 10-K for the year ended December 31, 1988. ** Incorporated by reference to identically numbered exhibits contained in Registrant's Annual Report on Form 10-K for the year ended December 31, 1987. b. Reports on Form 8-K - On February 3, 1999, the Registrant filed a current report on Form 8-K regarding the acquisition of Cargill Bancorp, Inc. Subsequent to March 31, 1999, the Registrant filed the following reports on Form 8-K: On April 22, 1999, the Registrant filed a report on Form 8-K regarding the agreement to purchase the Connecticut branches of the New London Trust, F.S.B. On April 23, 1999, the Registrant filed a report on Form 8-K that reported the Corporation's first quarter earnings for 1999. 21 22 WESTBANK CORPORATION AND SUBSIDIARIES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized. WESTBANK CORPORATION Date: August 11, 1999 /s/ Donald R. Chase ---------------------------------------- Donald R. Chase President and Chief Executive Officer Date: August 11, 1999 /s/ John M. Lilly ---------------------------------------- John M. Lilly Treasurer and Chief Financial Officer 22