SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 1995 Commission File Number 0-14018 BNH BANCSHARES, INC. (Exact name of Registrant as specified in its charter) CONNECTICUT 06-1126899 (State of incorporation (I.R.S. Employer or organization) Identification Number) 209 CHURCH STREET, NEW HAVEN, CONNECTICUT 06510 (Address of principal executive offices) Registrant's telephone number, including area code (203) 498-3500 Former name, former address and former fiscal year, if changed since last report NONE 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 each of the issuer's classes of common stock, as of the latest practicable date. CLASS August 11, 1995 Common Stock (no par value) 14,726,650 BNH BANCSHARES, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Page Consolidated Statement of Financial Position as of June 30, 1995, December 31, 1994 and June 30, 1994 3 Consolidated Statement of Operations for the three and six months ended June 30, 1995 and June 30, 1994 4 Consolidated Statement of Changes in Shareholders' Equity for the six months ended June 30, 1995 and June 30, 1994 5 Consolidated Statement of Cash Flows for the six months ended June 30, 1995 and June 30, 1994 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II. Other Information Items 1-3 Not Applicable 28 Item 4 Submission of Matters to a Vote of Security-Holders 28 Item 5 Other Information - Not Applicable 28 Item 6 Exhibits and Reports on Form 8-K - Not Applicable 28 SIGNATURES 29 BNH BANCSHARES, INC. CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Unaudited) ASSETS June 30, 1995 Dec. 31, 1994 June 30, 1994 ______________ _____________ _____________ Cash and due from banks $ 19,369,507 $ 22,011,625 $ 19,174,108 Federal funds sold 4,200,000 2,051,539 Investment securities: Held to Maturity, at amortized cost 36,671,888 38,799,457 33,705,690 Available for Sale, at fair value 33,831,678 29,155,531 24,049,287 Loans less unearned discount 207,062,273 206,985,544 198,537,448 Less allowance for loan losses (6,716,738) (6,827,374) (7,155,510) ___________ ___________ ____________ Loans - net 200,345,535 200,158,170 191,381,938 Loans held for sale - net 0 0 11,577,649 Property and equipment-net 4,015,686 4,139,386 4,150,571 Accrued interest receivable 2,180,025 2,140,277 2,067,338 Other real estate owned 1,102,026 1,852,068 3,169,463 Deferred tax asset-net 504,000 Other assets 695,595 918,672 385,745 ___________ ___________ ___________ TOTAL $302,915,940 $299,175,186 $291,713,328 LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Demand deposits $ 48,535,193 $ 59,232,645 $ 47,076,844 NOW accounts 43,026,885 39,869,769 43,460,216 Money market accounts 28,760,224 23,095,704 28,877,037 Savings deposits 30,500,763 36,169,539 34,046,214 Time deposits under $100,000 112,869,190 108,055,465 107,058,654 Time deposits $100,000 or more 16,231,889 11,293,040 11,411,161 ___________ ____________ ____________ Total deposits 279,924,144 277,716,162 271,930,126 Federal funds purchased and securities sold under repurchase agreements 1,269,782 3,561,134 1,261,989 FHLB Advances 6,874,340 4,692,180 5,000,000 Accrued interest payable 392,444 304,815 262,553 Other liabilities 466,936 545,236 784,051 ___________ ___________ ____________ Total liabilities 288,927,646 286,819,527 279,238,719 Shareholders' equity: Common stock, $.01, stated value; issued 14,745,756, shares Authorized 30,000,000 147,458 147,458 147,458 Capital surplus 47,523,492 47,523,492 47,523,492 Undivided losses (32,958,253) (33,392,619) (34,020,531) Net unrealized losses on investment securities available for sale (477,232) (1,675,501) (928,639) Treasury stock (19,106, shares) (247,171) (247,171) (247,171) _____________ _____________ _____________ Total shareholders' 13,988,294 12,355,659 12,474,609 equity _____________ _____________ _____________ TOTAL $302,915,940 $299,175,186 $291,713,328 See accompanying Notes to Consolidated Financial Statements. BNH BANCSHARES, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 1995 1994 1995 1994 INTEREST INCOME: Loans $4,694,075 $4,251,681 $9,286,380 $8,206,335 Investment securities: Held to maturity 491,511 453,155 994,899 942,800 Available for sale 474,126 321,048 941,154 676,884 Federal funds sold 123,307 12,575 131,207 24,169 __________ __________ __________ __________ Total interest income 5,783,019 5,038,459 11,353,640 9,850,188 INTEREST EXPENSE: Time deposits $100,000 or more 193,667 98,526 333,155 197,560 Time deposits under $100,000 1,562,528 1,115,542 2,922,389 2,207,241 Other deposits 635,771 556,289 1,185,985 1,097,782 Other borrowings 148,296 84,655 335,636 125,106 _________ __________ __________ __________ Total interest expense 2,540,262 1,855,012 4,777,165 3,627,689 _________ __________ __________ __________ NET INTEREST INCOME 3,242,757 3,183,447 6,576,475 6,222,499 PROVISION FOR LOAN (894,000) (7,051,600) (2,288,000) (7,879,000) LOSSES __________ ___________ __________ __________ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,348,757 (3,868,153) 4,288,475 (1,656,501) OTHER INCOME: Service charges 545,094 405,358 1,080,439 796,189 Other income 203,087 273,675 356,599 575,890 Net loss on investment securities 5,710 0 5,710 (6,000) _________ __________ __________ _________ Total other income 753,891 679,033 1,442,748 1,366,079 _________ __________ __________ _________ OPERATING EXPENSES: Salaries and employee benefits 1,349,128 1,365,295 2,710,667 2,736,152 Occupancy 305,233 309,257 640,373 662,130 Advertising and promotion 157,754 135,066 271,273 240,113 Office stationery and supplies 57,823 80,084 111,256 148,898 Examination and professional fees 144,146 194,634 292,375 389,040 Insurance 264,140 263,139 529,793 527,543 Other real estate owned 133,434 374,455 302,288 740,300 Other 473,548 579,268 919,332 1,081,463 _________ __________ _________ _________ Total operating expenses 2,885,206 3,301,198 5,777,357 6,525,639 NET INCOME (LOSS) BEFORE INCOME TAXES 217,442 (6,490,318) (46,134) (6,816,061) PROVISION (BENEFIT) FOR INCOME TAXES 5,000 0 (480,500) 0 _________ ___________ _________ _________ NET INCOME (LOSS) $212,442 ($6,490,318) $ 434,366 ($6,816,061) NET INCOME (LOSS) PER COMMON SHARE $0.01 ($0.44) $0.03 ($0.46) Weighted average number of common shares outstanding during the period 14,726,650 14,726,650 14,726,650 14,726,650 See accompanying Notes to Consolidated Financial Statements. BNH BANCSHARES, INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) June 30, 1995 June 30, 1994 ______________ ______________ SHAREHOLDERS' EQUITY at beginning of period $12,355,659 $20,206,348 UNDIVIDED LOSSES: Net income (loss) 434,366 (6,816,061) Change in unrealized depreciation on marketable equity securities 12,959 NET UNREALIZED LOSSES ON SECURITIES: Unrealized depreciation on investment securities available for sale 1,198,269 (928,639) ___________ ___________ SHAREHOLDERS' EQUITY at end of period $13,988,294 $12,474,609 See accompanying Notes to Consolidated Financial Statements. BNH BANCSHARES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Six months ended June 30, 1995 1994 _____________________________ OPERATING ACTIVITIES Net profit(loss) $ 434,366 $(6,816,061) Adjustments for items not affecting cash: Provision for loan losses 2,288,000 7,879,000 Depreciation and amortization of property and equipment 260,220 272,071 (Accretion) amortization of bond premiums and discounts (42,484) 116,552 Loss/writedown on other real estate owned 278,279 461,013 (Increase)decrease in interest receivable (39,748) 80,526 Increase(Decrease)in interest payable 87,629 (12,042) Increase in deferred tax assets (504,000) Other, net 153,899 31,902 _________ _________ Net cash provided by operating activities 2,916,161 2,012,961 _________ _________ FINANCING ACTIVITIES Net decrease in demand, NOW, money market and savings accounts (7,544,592) 3,177,173 Net increase(decrease) in time deposits 9,752,574 4,146,633 Net (decrease)increase in federal funds purchased and securities sold under repurchase agreements (2,291,352) 1,173,055 Proceeds from FHLB advances 2,182,160 3,000,000 ___________ __________ Net cash used by financing activities 2,098,790 11,496,861 ___________ __________ INVESTING ACTIVITIES Net (increase)decrease in federal funds sold (4,200,000) 4,621,134 Maturities of securities held to maturity 2,100,000 5,255,000 Maturities of securities available for sale 2,046,968 469,104 Purchase of securities available for sale (12,484,619) (369,300) Proceeds from the sale of available for sale securities 7,024,703 1,998,000 Net loans originated and matured (2,697,615) (20,080,331) Proceeds from sale of other real estate owned 694,011 1,551,666 Purchase of property and equipment (140,517) (130,078) ___________ ___________ Net cash (used)provided by investing activities (7,657,069) (6,684,805) (Decrease)increase in cash (2,642,118) 6,825,017 Cash and due from banks at beginning of year 22,011,625 12,349,091 ___________ ___________ Cash and due from banks at end of period $19,369,507 $19,174,108 Cash paid for: Interest expense $ 4,689,536 $ 3,639,731 Income taxes $ 23,500 $ 17,480 Non-cash transfers from loans receivable to other real estate owned were $96,000 and $207,147, for the six months ending June 30, 1995 and 1994, respectively. Non-cash transfers from other real estate owned to loans receivable were $252,800 and $662,924, for the six months ending June 30, 1995 and 1994, respectively. See accompanying Notes to Consolidated Financial Statements. BNH BANCSHARES, INC. Notes to Consolidated Financial Statements 1. Basis of Presentation The accompanying consolidated financial statements are unaudited and include the accounts of BNH Bancshares, Inc. (the "Company") and its subsidiaries, The Bank of New Haven (the "Bank") and Northeastern Capital Corporation. The financial statements reflect, in management's opinion, all appropriate adjustments consisting of normal recurring adjustments necessary for a fair presentation of the Company's financial position, the results of its operations and the change in its cash flows for the periods presented. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's 1994 Annual Report to Shareholders. 2. Loan Portfolio June 30, Dec. 31, June 30, 1995 1994 1994 (dollars in thousands) Commercial $ 65,113 $ 67,418 $ 73,072 Real estate: Commercial mortgage 56,030 57,097 56,435 Residential mortgage 41,001 36,605 29,975 Consumer 44,918 45,866 39,056 ________ ________ ________ Total loans 207,062 206,986 198,538 Allowance for loan losses (6,717) (6,827) (7,156) ________ ________ ________ Loans - net $200,345 $200,159 $191,382 Below is an analysis of the allowance for loan losses for the six month period ended June 30, 1995. ANALYSIS OF ALLOWANCE FOR LOAN LOSSES (dollars in thousands) June 30, 1995 Balance beginning of period $6,827 Provision charged to income 2,288 Loans charged off: Commercial 1,737 Real Estate: Commercial Mtg. 616 Residential Mtg. 40 Consumer 188 ______ Total Loans Charged-off 2,581 Recoveries 183 ______ Net loans charged-off 2,398 ______ Balance, end of period $6,717 The Company adopted Statement of Financial Accounting Standards No. 114 ("SFAS 114"), "Accounting by Creditors For Impairment of a Loan", effective January 1, 1995. The new accounting standard requires that impaired loans, which are defined as loans where it is probable that a creditor will not be able to fully collect both the contractual interest and principal payments, be measured at the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral, if the loan is collateral dependent, when assessing the need for a loss accrual. As of June 30, 1995, the recorded investment in loans that are considered to be impaired under SFAS 114 was $9,535,000. The related allowance for loan losses on impaired loans was $3,140,000. The average aggregate balance of impaired loans was $8,788,000 for the six month period ended June 30, 1995. For those loans categorized as impaired as of June 30, 1995, the Company recognized $224,000 of interest income for the six month period ended June 30, 1995. All impaired nonaccrual loans recognize cash payments as a reduction to principal. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company earned net income for the six months ended June 30, 1995 of $434,000 as compared to a net loss of $6,816,000 for the same 1994 period. Net income for the three months ended June 30, 1995 was $212,000 as compared to a net loss of $6,490,000 for the same 1994 period. The Company's substantial net losses for the three and six month period ending June 30, 1994 can be attributed to loan charge-offs, other real estate owned ("OREO") writedowns and a special loan loss provision for charge-offs related to a valuation of loans held for sale at their approximate fair value, less selling costs. The Company subsequently sold approximately $18 million of these problem loans in the third quarter of 1994. The most significant difference when comparing both the three month and six month financial results of 1995 and 1994 was the Company's provision for loan losses. Provisions for loan losses were $2,288,000 for the six month period ended June 30, 1995 compared to $7,879,000 for the same 1994 period. During the first six months of 1995, the Company also experienced lower OREO expense as compared to the same 1994 period. Losses on sales of OREO properties and writedowns of real estate values of OREO properties were $302,000 for the six month period ended June 30, 1995, as compared to $461,000 for the same 1994 period. Operating expenses associated with OREO also declined substantially and were $24,000 for the six months ended June 30, 1995 as compared to $279,000 for the same 1994 period. In addition, as a result of the Company's improving profitability and its available net operating loss carryforwards, the Company recognized noncurrent deferred tax benefits of $504,000 during the first quarter of 1995. However, no additional deferred tax benefits relating to future periods were recognized during the second quarter of 1995. The return on average assets was 0.30% for the six months ended June 30, 1995 compared to (4.75%) for the same 1994 period. Net income was $0.01 for the three months ended June 30, 1995 compared with a net loss of $0.44 per share for the three months ended June 30, 1994. Net income was $0.03 per share for the six months ended June 30, 1995 compared with a net loss of $0.46 per share for the same 1994 period. REGULATORY MATTERS The FDIC, after completion of a joint examination of the Bank with the Connecticut Banking Department as of February 6, 1995, has removed its Cease and Desist Order ("Order") issued in 1991. The Order required the Bank to take a series of actions designed to improve its financial condition and operating results and augment its capital position. At the conclusion of its regulatory examination, the FDIC, based on the Bank's improved overall financial condition, issued on May 16, 1995 a less stringent Memorandum of Understanding (the "Memorandum"), which the Bank voluntarily agreed to enter into. The Memorandum requires, among other things, that the Bank achieve certain Tier 1 leverage and total risk based capital requirements. The Bank must improve its Tier 1 leverage capital ratio to 5% by June 30, 1996 and to 6% by June 30, 1997. If these thresholds are not achieved the Bank will be required to submit a written capital plan to increase its Tier 1 leverage capital to the required level. Also, the Bank must maintain a total risk-based capital ratio of at least 8% throughout the existence of the Memorandum. As of June 30, 1995, the Bank's Tier 1 leverage capital and total risk-based capital ratios were 4.8% and 8.4%, respectively. The Company anticipates that it will achieve the minimum Tier 1 leverage capital ratio requirements through future earnings. See "Capital Adequacy" for further discussion. The Memorandum also required the Bank to charge-off certain loans and develop and implement a written problem loan reduction program to continue to reduce its level of problem loans. In addition, the Memorandum prohibits the payment of dividends without prior FDIC consent and requires the Bank to review, monitor and update certain loan and liquidity policies. NET INTEREST INCOME Net interest income is the difference between the interest earned on loans and investments and the interest paid on deposits and other borrowings. Net interest income was $6,576,000 for the six month period ended June 30, 1995 compared to $6,222,000 for the same 1994 period, representing an increase of $354,000, or 6%. Net interest income was $3,242,000 for the three month period ended June 30, 1995 compared to $3,183,000 for the same 1994 period, representing an increase of $59,000, or 2%. The increase in net interest income for both the three and six month comparative periods was primarily attributed to an increase in earning assets and their associated interest rates and partially offset by an increase in both the level and cost of average paying liabilities. Although the Company's net interest income increased on a comparative basis from June 30, 1994 to June 30, 1995, the level of nonperforming assets continues to impact negatively net interest income, although to a lesser degree than in prior periods. The net interest margins for the six month periods ended June 30, 1995 and 1994 were 4.72% and 4.69%, respectively, an increase of 3 basis points. The net interest margins for the three months ended June 30, 1995 and 1994 were 4.57% and 4.72%, respectively, a decrease of 15 basis points. Interest income increased to $11,354,000 for the six months ended June 30, 1995 from $9,850,000 for the same 1994 period, an increase of $1,504,000, or 15%. Interest income increased to $5,783,000 for the three months ended June 30, 1995 from $5,038,000 for the same 1994 period, an increase of $745,000, or 15%. The Company's average earning assets increased from $267,464,000 for the six months ended June 30, 1994 to $280,914,000 for the same 1995 period, or 5%. The growth in interest income can be primarily attributed to an increase in both the average loan and investment portfolios. Average total investments increased from $61,330,000 for the six months ended June 30, 1994 to $67,890,000 for the same period in 1995. The average yield on the Company's Held to Maturity investment portfolio increased 17 basis points when comparing the first half of 1994 to the same 1995 period. The average yield on the Company's available for sale portfolio increased 63 basis points during the same comparable period. Average loans increased from $204,663,000 for the six months ended June 30, 1994 to $208,048,000 during the same 1995 period. The rates earned on average loans increased 91 basis points from 8.09% for the six months ended June 30, 1994 to 9.0% for the same 1995 period. The Wall Street Prime rate of interest charged on loans ranged between 6.00% and 7.25% for the first six months of 1994. For the first six months of 1995, the Wall Street Prime rate of interest ranged from 8.5% to 9.00%. Most of the Company's commercial loans are either directly tied to the Wall Street Prime rate of interest or an internal Company index whose movement closely follows movements in Wall Street Prime. Interest income was negatively impacted by the level of nonperforming assets (nonaccrual loans and OREO) of $7,772,000, $8,895,000 and $11,050,000 as of June 30, 1995, December 31, 1994 and June 30, 1994, respectively. If nonperforming assets had earned interest in accordance with their original terms, the Company would have earned additional interest of approximately $462,000 and $233,000 for the first six months and the second quarter, respectively, of 1995, as compared to $625,000 and $306,000 for the same 1994 periods, respectively. Interest expense increased to $4,777,000 for the six months ended June 30, 1995 from $3,628,000 for the same 1994 period, an increase of $1,149,000, or 32%. Interest expense increased to $2,540,000 for the three months ended June 30, 1995 from $1,855,000 for the same 1994 period, an increase of $685,000, or 37%. This increase reflects the rise in average paying liabilities and their associated interest rates from June 30, 1994 to June 30, 1995. Average paying liabilities increased from $223,356,000 for the six months ended June 30, 1994 to $234,010,000 for the same period in 1995, an increase of $10,654,000, or 4.8%. The growth in average paying liabilities is primarily related to an increase in higher cost time deposits and other borrowings. Average time deposits increased $11,893,000 and average other borrowings increased $5,225,000 for the six months period ended June 30, 1995 compared to the same 1994 period. Average interest bearing core deposits (NOW, money market and savings accounts) as a percentage of total average paying liabilities declined from 39% as of June 30, 1994 to 34% as of June 30, 1995. The Company's average interest rate on paying liabilities increased 84 basis points from 3.28% for the six months ended June 30, 1994 to 4.12% for the six months ended June 30, 1995. The Company anticipates that upward pressure on market interest rates for deposits during the next six months will increase the Company's overall cost of funding during the remainder of 1995. Three Months Ended June 30, (in thousands of dollars) (Unaudited) 1995 | 1994 | Average Average | Average Average ASSETS Balance Interest Yield | Balance Interest Yield | Investments: | Held to Maturity, | at amortized cost $ 36,685 $ 491 5.37% | $ 35,281 $ 453 5.15% | Available for | Sale (2) 30,655 463 6.06% | 24,934 321 5.16% | Federal funds sold 9,416 135 5.75% | 1,418 13 3.68% | Loans - net (1) 208,012 4,694 9.05% | 208,909 4,251 8.16% ________ ______ _____ | ________ ______ _____ | Total average | earning assets (1) $284,768 $5,783 8.15% | $270,542 $5,038 7.47% | INTEREST BEARING | LIABILITIES | ____________________________ | Deposits: | | NOW accounts $ 37,765 $ 164 1.74% | $ 42,596 $ 188 1.77% | Money markets 30,512 251 3.30% | 28,221 158 2.25% | Savings deposits 31,826 220 2.77% | 34,052 210 2.47% | Time deposits | under $100,000 114,277 1,562 5.48% | 103,514 1,115 4.32% | Time deposits over | $100,000 or more 14,442 194 5.39% | 10,380 99 3.83% ________ ______ _____ | ________ ______ _____ Total interest | bearing deposits $228,822 $2,391 4.19% | $218,763 $1,770 3.25% | Other borrowings 9,551 149 6.26% | 7,306 85 4.67% ________ ______ _____ | ________ ______ _____ Total interest | bearing deposits | & other borrowings $238,373 $2,540 4.27% | $226,069 $1,855 3.29% | Net interest | income $3,243 | $3,183 | Interest rate | spread (1) 3.88% | 4.18% | Net interest | margin (1) 4.57% | 4.72% (1) Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities (which do not include non-interest bearing demand accounts), and net interest margin represents net interest income as a percentage of average interest-earning assets, including the average daily amount of non-performing loans. (2) The average balance and related weighted average yield calculations are based on average historical amortized cost for the period presented. For the Year to Date period ended June 30, (in thousands of dollars) (Unaudited) 1995 | 1994 | Average Average | Average Average ASSETS Balance Interest Yield | Balance Interest Yield | Investments: | Held to Maturity, | at amortized cost $ 37,239 $ 994 5.38% | $ 36,473 $ 943 5.21% | Available for | Sale(2) 30,652 930 6.12% | 24,857 677 5.49% | Federal funds sold 4,975 144 5.84% | 1,471 24 3.29% | Loans - net(1) 208,048 9,286 9.00% | 204,663 8,206 8.09% ________ ______ _____ | ________ ______ _____ | Total average | earning assets (1) $280,914 $11,354 8.15% | $267,464 $9,850 7.43% | INTEREST BEARING | LIABILITIES | ____________________________ | Deposits: | | NOW accounts $ 37,904 $ 329 1.75% | $ 42,225 $ 372 1.78% | Money markets 26,617 406 3.08% | 28,483 318 2.25% | Savings deposits 32,730 451 2.78% | 33,007 408 2.49% | Time deposits | under $100,000 112,629 2,922 5.23% | 103,477 2,207 4.30% | Time deposits over | $100,000 or more 13,085 333 5.13% | 10,344 198 3.86% ________ ______ _____ | ________ ______ _____ Total interest | bearing deposits $222,965 $4,441 4.02% | $217,536 $3,503 3.25% | Other borrowings 11,045 336 6.13% | 5,820 125 4.33% ________ ______ _____ | ________ ______ _____ Total interest | bearing deposits | & other borrowings $234,010 $4,777 4.12% | $223,356 $3,628 3.28% | Net interest | income $6,577 | $6,222 | Interest rate | spread (1) 4.03% | 4.15% | Net interest | margin (1) 4.72% | 4.69% (1) Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities (which do not include non-interest bearing demand accounts), and net interest margin represents net interest income as a percentage of average interest-earning assets, including the average daily amount of non-performing loans. (2) The average balance and related weighted average yield calculations are based on average historical amortized cost for the period presented. FOR THE YEAR TO DATE PERIOD SUMMARY OF AVERAGE INTEREST BEARING LIABILITIES AND DEMAND DEPOSITS (dollars in thousands) June 30, 1995 December 31, 1994 June 30, 1994 Amount % Amount % Amount % ________________________________________________________ Demand deposits $ 48,534 17.2% $ 46,290 17.0% $ 43,026 16.1% NOW accounts 37,904 13.4% 41,048 15.1% 42,225 15.9% Money market accounts 26,617 9.4% 27,955 10.3% 28,483 10.7% Savings deposits 32,730 11.6% 34,512 12.6% 33,007 12.4% Time deposits under $100,000 112,629 39.9% 105,067 38.5% 103,477 38.8% Time deposits $100,000 or more 13,085 4.6% 10,444 3.8% 10,344 3.9% _______ ______ _______ ______ _______ ______ Total deposits 271,499 96.1% 265,316 97.3% 260,562 97.8% Other borrowings 11,045 3.9% 7,362 2.7% 5,820 2.2% ________ ______ ________ ______ ________ ______ Average deposits and other borrowings $282,544 100.0% $272,678 100.0% $266,382 100.0% OTHER INCOME Other income increased $77,000, or 6%, to $1,443,000 for the six months ended June 30, 1995 from $1,366,000 for the same 1994 period. In addition, other income increased $75,000, or 11%, to $754,000 for the three months ended June 30, 1995 from $679,000 for the same 1994 period. Service fees related to NOW and demand accounts increased from $760,000 for the six months ended June 30, 1994 to $1,027,000 for the same 1995 period. This increase is primarily due to the additional fees collected relating to checking account overdrafts charges. Mortgage placement fees, which are fees the Company earns for originating residential first mortgage applications, declined $89,000 for the six months ending June 30, 1995 as compared to the same 1994 period due to a slowdown in residential mortgage business. PROVISION FOR LOAN LOSSES The provision for loan losses charged to operations reflects management's analysis of the loan portfolio and determination of an adequate allowance for loan losses to provide for probable losses in the loan portfolio. The potential for loss in the portfolio reflects the risks and uncertainties inherent in the extension of credit. The determination of the adequacy of the allowance for loan loss is based upon management's assessment of risk elements in the portfolio, factors affecting loan quality and assumptions about the economic environment in which the Company operates. The Company utilizes a loan grading system, based upon FDIC parameters, and utilizes that assessment of the overall quality of the loan portfolio in the process of determining an adequate allowance for loan loss level. This system involves an ongoing review of the commercial and real estate loan portfolios, with added emphasis on the Company's larger commercial credits and nonperforming loans. Various factors are involved in determining the loan grade, including the cash flow and financial status of the borrower, the existence and nature of collateral, and general economic conditions and their impact on the borrower's industry. These reviews are dependent upon estimates, appraisals and judgments, which can change quickly due to economic conditions and the Company's perceptions as to how these conditions affect the collateral securing its current and past due loans as well as the borrower's economic prospects. In each reporting period, the allowance for loan losses is reviewed based on the most recent loan grading data and is adjusted to the amount deemed necessary, in the Company's judgment, to maintain adequate allowance for loan loss levels. The provision for loan losses charged against earnings in the first six months of 1995 was $2,288,000 compared with $7,879,000 in the same 1994 period. Net loan charge-offs for the six months ended June 30, 1995 and 1994 were $2,398,000 and $10,221,000, respectively. The provision for loan losses charged against earnings in the second quarter of 1995 was $894,000 compared with $7,052,000 in the same 1994 period. Net loan charge-offs for the three months ended June 30, 1995 and June 30, 1994 were $1,581,000 and $9,391,000, respectively. During the second quarter of 1994, the Company classified a pool of loans as held for sale which were recorded at their approximate fair value on June 30, 1994. The loans held for sale represented gross loans of $17,860,000 which were carried net of $6,282,000 of charge-offs made during the second quarter of 1994, which approximated the fair value less selling costs. The loan sale was completed during the third quarter of 1994 and ultimately resulted in total charge-offs of approximately $6,500,000. Management believed that this loan sale was necessary in order to improve the quality of its loan portfolio. The Company's adoption of SFAS 114 as of January 1, 1995, required that impaired loans, which are defined as loans where it is probable that a creditor will not be able to fully collect both the contractual interest and principal payments, be measured at the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral, if the loan is collateral dependent, when assessing the need for a loss accrual. The adoption of SFAS 114 resulted in an additional provision for loan losses of approximately $500,000 during the first quarter of 1995. The Company anticipates that third quarter 1995 net charge-offs could approximate $1,300,000 to $1,500,000. Net charge-offs for the fourth quarter of 1995 should not exceed the level experienced by the Company during the first quarter of 1995. However, the Company anticipates that quarterly provisions for loan losses for the remaining two quarterly periods of 1995 should not exceed the level experienced by the Company during the second quarter of 1995. In establishing the allowance for loan losses, management has considered the possible deterioration of the collateral securing its past due loans. As of June 30, 1995, the Company's allowance for loan losses was $6,717,000, or 3.2% of total loans, as compared to $7,156,000, or 3.6% of total loans, as of June 30, 1994. The allowance for loan losses was $6,827,000, or 3.3% as of December 31, 1994. The ratio of the allowance for loan losses to nonaccrual and restructured loans and accruing loans past due 90 days or more was 69.4% as of June 30, 1995 as compared to 69.3% and 53.5% as of December 31, 1994 and June 30, 1994, respectively. As of June 30, 1995, nonaccrual loans were $6,670,000 as compared with $7,043,000 as of December 31, 1994, and $7,881,000 as of June 30, 1994. As of June 30, 1995, approximately $4,316,000 of the loans in the nonaccrual portfolio were collateralized partially by commercial or residential real estate or business assets and approximately $2,219,000 of nonaccrual loans were unsecured. The Company believes that its allowance for loan losses is adequate to absorb any potential reduction of the net carrying value in the nonaccrual portfolio. The ratio of nonaccrual loans to total loans declined from 4.0% at June 30, 1994 to 3.2% at June 30, 1995. Accruing loans past due 90 days or more were $186,000 as of June 30, 1995, $357,000 as of December 31, 1994 and $346,000 as of June 30, 1994. The Company's nonaccrual policy states that any commercial or mortgage loan attaining a 90-day past due status is placed on nonaccrual unless such loan is well secured and in the process of collection. Exceptions to placement on nonaccrual status that extend beyond 120 days must be approved by the Board of Directors' Loan Committee. Any installment or consumer loan that attains a 180-day past due status will be placed on nonaccrual regardless of collateral value or collection proceedings. At June 30, 1995, loans totaling $37,000 were accruing past due 120-180 days. As of June 30, 1995, the Company's recorded investment in loans that are considered to be impaired under SFAS 114 was $9,535,000 of which $6,670,000 were on a nonaccrual status and $552,000 were classified as troubled debt restructured loans. The remaining $2,313,000 of loans classified as impaired, which are also classified as potential problem loans, have either experienced slight delinquency problems or collateral deterioration but continue to meet the contractual terms of the loan. The Company has also identified additional potential problem loans in the amount of $1,332,000 as of June 30, 1995. Potential problem loans are defined as loans where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms. These accruing commercial loans have experienced frequent delinquency problems. Twelve accruing loans with a principal balance of $1,332,000 have experienced 2 or more delinquencies between 60-89 days during the last six quarterly periods. However, they continue to be less than 90 days delinquent as of June 30, 1995. If these credits continue to have financial difficulties, they could be classified as nonaccrual loans or become potential loan charge-offs in future quarterly periods. At June 30, 1995, December 31, 1994 and June 30, 1994, the Company had restructured loans of $2,824,000, $2,448,000 and $5,148,000, respectively. Interest income recorded on these loans during the six month periods ending June 30, 1995 and 1994 was $115,000 and $528,000, respectively. The weighted average yield on restructured loans was 7.48% and 6.44% during the six months ending June 30, 1995 and 1994, respectively. If these loans had earned interest in accordance with their original terms, interest income for the first six months of 1995 and 1994 would have been $47,000 and $174,000 higher, respectively. Management, after careful consideration of the above factors, is of the opinion that the allowance for loan losses as of June 30, 1995 is adequate. However, because the economic recovery in Connecticut appears to be progressing slower than in the nation, as a whole, it is difficult to predict how the future economy may impact the Company's loan customers. If economic conditions continue to slowly improve during 1995, management believes that the level of its nonaccrual loans will continue to decline during the next several quarterly periods. However, the level of the Company's nonperforming assets will continue to negatively impact the Company's profitability in future quarterly periods. The nature of the Connecticut economy will continue to influence the levels of loan charge-offs, nonaccrual loans and the allowance for loan losses, and management will appropriately adjust the allowance as considered necessary to reflect future changes in risk. The following tables set forth quarterly information on nonperforming assets, restructured loans, accruing loans past due 90 days or more and loans charged-off for the quarterly periods from June 30, 1994 to June 30, 1995. ANALYSIS OF ALLOWANCE FOR LOAN LOSSES Quarter Ended (dollars in thousands) June 30, March 31, Dec. 31, Sept. 30, June 30, 1995 1995 1994 1994 1994(1) Balance beginning of period $7,404 $6,827 $6,695 $7,155 $9,495 Provision charged to income 894 1,394 757 564 7,051 Loans charged off: Commercial 1,071 666 529 1,131 3,208 Real Estate: Commercial Mtg. 482 134 173 189 5,656 Residential Mtg. 0 40 0 0 574 Consumer 99 89 58 41 46 ______ ______ ______ ______ _______ Total Loans Charged-off 1,652 929 760 1,361 9,484 Recoveries 71 112 135 337 93 ______ ______ _______ ______ _______ Net loans charged-off 1,581 817 625 1,024 9,391 ______ ______ ______ ______ ______ Balance, end of period $6,717 $7,404 $6,827 $6,695 $7,155 Ratios: Net loans charged-off to avg. loans 0.76% 0.39% 0.30% 0.50% 4.59% Allowance for loan losses to total loans 3.24% 3.56% 3.30% 3.22% 3.60% (1) The Company incurred loan charge-offs of approximately $6,500,000 in connection with a sale of problem loans that was completed in the third quarter of 1994. NONACCRUAL LOANS, RESTRUCTURED LOANS AND OTHER REAL ESTATE OWNED (in thousands) QUARTER ENDED June 30, March 31, Dec. 31, Sept. 30, June 30, 1995 1995 1994 1994 1994 Nonaccrual loans: Commercial $ 2,688 $ 3,368 $ 3,712 $ 3,595 $ 4,873 Real Estate: Commercial 3,509 4,032 3,129 3,748 2,834 Residential 420 556 190 161 114 Consumer 53 145 12 60 60 ______ ______ ______ ______ ______ Total nonaccrual loans 6,670 8,101 7,043 7,564 7,881 Other Real Estate Owned-net 1,102 1,453 1,852 2,105 3,169 ______ ______ ______ _______ _______ Total nonperforming assets 7,772 9,554 8,895 9,669 11,050 Restructured loans 2,824 2,740 2,448 4,806 5,148 _______ _______ _______ _______ _______ Total nonperforming assets & restructured loans $10,596 $12,294 $11,343 $14,475 $16,198 Accruing loans past due 90 days or more: Commercial 1 164 88 240 66 Real Estate: Construction 0 0 0 0 0 Commercial 0 0 0 132 0 Residential 0 0 0 0 49 Consumer 185 196 269 292 231 ______ ______ ______ ______ ______ Total accruing loans past due 90 days or more $ 186 $ 360 $ 357 $ 664 $ 346 Allowance for loan losses $ 6,717 $ 7,404 $ 6,827 $ 6,695 $ 7,155 SFAS 114 impaired loans $ 9,535 $ 8,705 Ratio of nonperforming assets to total assets 2.6% 3.3% 3.0% 3.3% 3.8% Ratio of nonperforming assets, restructured loans & accruing loans past due 90 days or more to total assets 3.6% 4.3% 3.9% 5.2% 5.7% Ratio of nonperforming assets to total loans and OREO 3.7% 4.6% 4.3% 4.6% 5.5% Ratio of nonperforming assets, restructured loans, and accruing loans past due 90 days or more to total loans and OREO 5.2% 6.0% 5.6% 7.3% 8.3% Ratio of allowance for loan losses to nonaccrual loans, restructured loans and accruing loans past due 90 days or more 69.4% 66.1% 69.3% 51.4% 53.5% Ratio of nonaccrual loans, restructured loans and accruing loans past due 90 days or more to shareholders' equity and allowance for loan losses 46.8% 54.5% 51.3% 67.9% 68.1% OTHER REAL ESTATE OWNED Other Real Estate Owned (OREO) expense was $302,000 for the six month period ended June 30, 1995 as compared to $740,000 for the six months ended June 30, 1994. OREO expense was $133,000 for the three month period ended June 30, 1995 as compared to $374,000 for the three months ended June 30, 1994. These expenses reflect losses on sales and writedowns on OREO properties and associated direct holding costs, such as property taxes, insurance and utilities. OREO holding costs were $24,000 and $280,000 for the six month periods ended June 30, 1995 and 1994, respectively. For the three month period ended June 30, 1995, there were no holding costs as compared to $195,000 for the same 1994 period. The total decline in OREO expense is attributed to decrease in OREO properties held. The OREO balance as of June 30, 1995 is $1,102,000 and was comprised of 14 properties. The OREO portfolio consists of 4 commercial properties which constitute 65% of the total OREO portfolio, 6 residential properties, including multifamily homes, representing 26% of the total OREO portfolio, and 4 parcels of land comprising the remaining 9% of the portfolio. OREO properties are carried at the lower of carrying value of the related loan or fair value of the foreclosed property at date acquired through foreclosure less the cost to dispose. Fair value of OREO properties is determined using the Company's most recent appraisal or a more recent broker's valuation. In order to facilitate the sale and ultimate disposition of OREO, the Bank may finance the sale of a property at market rates to qualified, credit-worthy borrowers. The Company values its OREO properties based on an asset by asset review and on the assumption that an active market exists for those properties. The Company's primary valuation technique is to derive values from available comparable sales data and not from other evaluation criteria such as discounted cash flows. In making the assumption that an active market exists for OREO properties, the Company has made the determination that the properties are salable within approximately one year, and has valued each property at an amount which the Company anticipates will permit the sale of such property within approximately one year. Although the Company actively markets all OREO properties for sale, no assurance can be given that properties will actually sell in approximately one year, such sales being dependent upon relevant market conditions which will vary from property to property, and include such factors as the number of comparable properties available for purchase at the time, the availability of financing and the stability or trends of real estate values in the area. The following table reflects OREO activity for the last five quarterly periods. OTHER REAL ESTATE OWNED QUARTERLY ANALYSIS (dollars in thousands) QUARTER ENDED DESCRIPTION 06/30/95 03/31/95 12/31/94 09/30/94 06/30/94 ____________________________________________________________________________ Beginning book value $1,453 $1,852 $2,105 $3,169 $5,177 Properties added 180 42 101 23 305 Proceeds from OREO sold (398) (296) (186) (590) (2,005) Gains(losses) on properties sold (103) 14 (35) (24) (5) Other activity (8) (157) (129) Property writedowns (30) (159) (125) (316) (174) _______ _______ _______ _______ _______ Ending book value $1,102 $1,453 $1,852 $2,105 $3,169 OPERATING EXPENSES Operating expenses decreased $749,000, or 11.5%, from $6,526,000 for the six months ending June 30, 1994 to $5,777,000 for the same 1995 period. OREO expense, examination and professional fees and other operating expenses were primarily responsible for the decrease in operating expenses during the first six months of 1995 as compared to the same 1994 period. OREO expense comprised of losses on sales and writedowns on OREO properties and associated direct holding costs declined $438,000, or 59%, from $740,000 for the six months ended June 30, 1994 to $302,000 for the same 1995 period. Examination and professional fees decreased $97,000, or 25%, from $389,000 for the six months ended June 30, 1994 to $292,000 for the same 1995 period which resulted from lower legal expenses related to problem assets. Salaries and employee benefits remained flat at $2,710,000 for the first six months of 1995 as compared to $2,736,000 for the same 1994 period. The Company's full-time equivalent positions as of June 30, 1995 is 139 as compared to 142 as of June 30, 1994. The reduction in other operating expenses of $162,000 from the six month period ended June 30, 1994 to June 30, 1995 primarily consisted of approximately $80,000 in fraudulent check losses experienced in 1994. Operating expenses decreased $416,000, or 12.6%, from $3,301,000 for the three months ending June 30, 1994 to $2,885,000 for the same 1995 period. Similar to the six month operating expense comparisons, OREO expense, examination and professional fees and other operating expenses were primarily responsible for the decrease in operating expenses during the second quarter of 1995 as compared to the same 1994 period. PROVISION (BENEFIT) FOR INCOME TAXES The provision for income taxes for the second quarter of 1995 was $5,000, representing an effective tax rate of 2.3%. The effective tax rate reflects the utilization of net operating loss carryforwards and state and alternative minimum federal taxes. Income tax benefits for the six months ended June 30, 1995 were $480,500. Tax benefits of $504,000, less $18,500 of state and alternative minimum federal taxes, were recorded in the first quarter of 1995 for recognition of deferred tax amounts relating to the realization of net operating loss carryforwards on 1996 earnings. No additional deferred tax assets relating to 1996 or other future periods were recognized in the second quarter of 1995. Gross deferred tax assets and liabilities were approximately $14.5 million and $.7 million, respectively, as of June 30, 1995. A valuation allowance of approximately $13.3 million was established for a significant portion of the deferred tax assets. The net deferred tax assets after valuation allowance were $500,000 as of June 30, 1995 and were included in other assets in the financial statements. The level of valuation allowance is management's best judgment regarding the amount and timing of future taxable income and estimated reversal patterns of temporary differences. As a result of the Company's net operating losses in prior years, it has federal and state tax net operating loss carryforwards of approximately $20.8 million and $31.1 million, respectively, as of December 31, 1994. Such net operating loss carryforwards can be used to offset future taxable income based on management's estimate of the amount of taxable income to be generated in future periods. The federal tax net operating loss carryforwards expire in the years from 1997 to 2009 while the state tax net operating loss carryforwards expire from 1995 to 1999. CAPITAL ADEQUACY The Company and the Bank are subject to the capital adequacy rules of several regulators. Effective December 19, 1992, each federal banking agency issued final rules to carry out the "prompt corrective action" provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 (the "Improvement Act"). The regulations adopted, among other things, defined capital measures and the capital thresholds for each of the five capital categories established in the statute and established a uniform schedule for filing of capital restoration plans by undercapitalized institutions. The following table identifies generally the capital measures and thresholds defined under the FDIC and Federal Reserve Board rules. Total Tier 1 Tier 1 Risk-Based Risk-Based Leverage Ratio Ratio Ratio Well Capitalized 10% or above & 6% or above & 5% or above Adequately Capitalized 8% or above & 4% or above & 4% or above Undercapitalized Under 8% or Under 4% or Under 4% Significantly Undercapitalized Under 6% or Under 3% or Under 3% Critically Undercapitalized A ratio of tangible equity to total assets equal to or under 2% To fall within the well capitalized or adequately capitalized capital category, the financial institution must meet the requirements of all three capital measurements. Undercapitalized and significantly undercapitalized institutions will be categorized as such if the institution falls within any of those three capital measurements. The risk-based capital guidelines establish a measurement of capital adequacy by relating a banking organization's capital to its financial risks, both on- and off-balance sheet. As of June 30, 1995, December 31, 1994 and June 30, 1994, the Company's total risk-based capital ratio was 8.4%, 8.1% and 7.6%, respectively. The second capital measure is the Tier 1 risk-based ratio, which includes only core capital as it measures the relationship to risk-weighted assets. As of June 30, 1995, December 31, 1994 and June 30, 1994, the Company's Tier 1 risk-based ratio was 7.1%, 6.8%, and 6.3%, respectively. The third capital adequacy measure is the Tier 1 (or core) leverage capital (using the same definition of capital as used in the risk-based guidelines) to average total assets. The Company's Tier 1 leverage ratio was 4.8%, 4.7%, and 4.6% as of June 30, 1995, December 31, 1994 and June 30, 1994, respectively. As of June 30, 1995, based on the above criteria, the Company falls within the adequately capitalized category. The Bank also falls within the adequately capitalized category. The reporting of debt and equity securities (not held for trading activities or to maturity) for the purposes of calculating Tier 1 capital for the Company and the Bank differs from reporting under SFAS 115. Under final FDIC regulations, net unrealized losses for equity securities that are available for sale are included in the calculation of Tier 1 capital. All other net unrealized gains or losses on available for sale securities are excluded from the definition of Tier 1 capital. As of June 30, 1995, Tier 1 capital was reduced $212,000 to reflect the unrealized depreciation on the Company's equity securities held as available for sale. At the conclusion of its regulatory examination, the FDIC, based on the Bank's improved overall financial condition, has removed the Order and has issued a less stringent Memorandum of Understanding. See "Regulatory Matters" for further discussion. The Company's principal subsidiary, The Bank of New Haven, voluntarily agreed to enter into the Memorandum effective May 16, 1995. The Memorandum requires, among other things, the Bank to achieve certain Tier 1 leverage and total risk-based capital requirements. The Improvement Act also requires each federal banking agency to revise its risk-based capital standards for insured institutions to ensure that those standards take adequate account of interest rate risk, concentration of credit risk, and risks of nontraditional activities and reflect the actual performance and expected risk of loss on multi-family residential loans. While the FDIC has published proposed regulations for the purpose of amending its risk-based capital standards, the Company cannot predict what may be required under any final regulations that may be adopted. Such regulations could, however, further increase the regulatory capital requirements which are applicable to the Company and the Bank. LIQUIDITY AND INTEREST RATE SENSITIVITY The liquidity process is monitored by the Company's Asset Liability Committee ("ALCO"), which meets regularly to implement its asset/liability and funds management policy. ALCO's role is to evaluate liquidity and interest rate risk and their impact on earnings. The Committee developed a reporting system that integrates the current interest rate environment of the national and local economy with the maturities and the repricing schedules of both the assets and liabilities of the Company. The objective of ALCO is to manage the Company's assets and liabilities to provide an optimum and stable net interest margin and to facilitate a constant level of net interest income. The primary focus of the Company's liquidity management is appropriately to match cash inflows and outflows with funds provided by the Company's market for deposits and loans. The Company's objective is to maintain adequate cash which is invested in federal funds. During the first six months of 1995, the average balance of federal funds sold was $4,975,000. In the event the Company needs to borrow cash to manage its overnight position or short-term position, the Company can borrow up to 2% of its assets, $6,058,000 as of June 30, 1995, on an overnight basis from the Federal Home Loan Bank of Boston and $15 million in short- and long-term advances. As of June 30, 1995, the Company had no overnight borrowings outstanding from the Federal Home Loan Bank of Boston and has borrowed $7.5 million, on average, during the first six months of 1995 in term advances. In addition, the Company has access to $7,000,000 in short- term funds via reverse repurchase agreements with two brokerage firms. The Company's investment portfolio also provides a secondary source of liquidity. At June 30, 1995, the Company's liquidity ratio as defined by FDIC criteria was 28.3% compared to 25.9% and 25.5% as of December 31, 1994 and June 30, 1994. The liquidity ratio is defined as the total of net cash, short-term investments and other marketable assets, divided by total net deposits and short-term liabilities. Management believes that its liquidity position is adequate as of June 30, 1995. Effective January 1, 1994, the Company adopted the provisions of the Statement of Financial Accounting Standard No. 115 ("SFAS 115"), "Accounting for Certain Investments in Debt and Equity Securities". Under SFAS 115, debt securities classified as held to maturity are reported at amortized cost. Debt and equity securities (not held for trading activities or to maturity) are reported at fair value with unrealized gains or losses excluded from income and reported as a separate component of shareholders' equity. In order to classify securities as held to maturity, management must have the positive intent and ability to hold the securities to maturity. The Company generated a negative aggregate cash flow of $2,642,000 for the six months ended June 30, 1995, as compared to a positive aggregate cash flow of $6,825,000 for the same 1994 period. Cash flows provided by operating activities were $2,916,000 and $2,013,000 for the six months ending June 30, 1995 and June 30, 1994, respectively. This was due in part to significant non-cash charges for the provision for loan losses and writedowns on OREO. Net cash used by financing activities was $2,099,000 and $11,497,000 for the six months ending June 30, 1995 and 1994, respectively. For the six months ended June 30, 1995, net cash provided by financing activities was primarily attributed to time deposits and proceeds from FHLB advances, offset by a reduction in the Company's core deposits. During the first six months of 1994, net funds provided by financing activities were attributed to increases in both core and time deposits, FHLB advances, as well as increases in short-term borrowings through repurchase agreements and Federal Funds. Net cash used by investing activities was $7,657,000 and $6,685,000 for the six months ending June 30, 1995 and June 30, 1994. The cash used by investing activities for the six months ended June 30, 1995 was primarily due to net purchases of investment securities available for sale and a net increase in federal funds sold partially offset by the sale of investment securities held as available for sale. For the six months ended June 30, 1994, cash used by investing activities was due to loans originated offset by a decrease in federal funds sold and investment securities maturities. The Company concentrates its efforts on evaluating interest rate risk and appropriately adjusts for changes in rates and maturities of its assets and liabilities. The Company's objective is to provide stable net interest income. The table below illustrates the ratio of rate sensitive assets to rate sensitive liabilities as they mature and/or reprice within the indicated periods. As of June 30, 1995, the Company's rate sensitive assets repricing or maturing approximately equalled its rate sensitive liabilities during the first six months. This results from having approximately 40% of the Company's loan portfolio available to reprice within thirty days. In an increasing rate environment, asset sensitivity enhances earnings potential, whereas liability sensitivity would negatively impact earnings. In contrast, in a declining rate environment, asset sensitivity would negatively impact earnings, whereas liability sensitivity enhances earnings potential. The Company is "liability sensitive" between the periods of seven to twelve months and beyond one year which is primarily due to its demand and savings accounts, which are considered relatively stable and not easily influenced by changes in interest rates. At June 30, 1995, the amount of the Company's cumulative gap with respect to assets and liabilities maturing or repricing within one year was $11,353,000 more liabilities than assets repricing (a negative gap position), representing a negative 4% cumulative gap to total rate sensitive assets. ALCO manages the gap position on an ongoing basis to assure an interest rate risk not to exceed more than a 3% change in net interest income for a one year period. If interest rates were to immediately increase by 200 basis points, the negative impact on the Company would be within ALCO's tolerance level. The following table sets forth the distribution of the repricing of the Company's earning assets and interest bearing liabilities at a single point in time, as of June 30, 1995. The table shows the interest rate sensitivity gap (i.e., interest rate sensitive assets less interest rate sensitive liabilities), the cumulative interest rate sensitivity gap, the interest rate sensitivity gap ratio (i.e., interest rate sensitive assets divided by interest rate sensitive liabilities) and the cumulative interest rate sensitivity gap ratio. The table also sets forth the time periods in which interest earning assets and interest bearing liabilities will mature or may reprice in accordance with their contractual terms. However, the table does not necessarily indicate the impact of general interest rate movements on the net interest margin since the Company's repricing of various categories of assets and liabilities is subject to competitive pressures and the needs of the Company's customers. The Company's interest rate sensitivity position is adjusted as ALCO's assessment of the interest rate outlook and other factors are modified. As the Company increases its total assets, the overall business plan provides for matching its assets and liabilities to reduce interest rate risk and liquidity risk. Interest - Rate Sensitivity Table (dollars in thousands) March 31, 1995 Month 1 Month 2 Month 3 Months Months Over Total 4-6 7-12 1 Year _____________________________________________________________________________ Rate Sensitive Assets: Loans (1) $82,497 $2,917 $3,429 $12,689 $22,452 $73,098 $197,082 Investments 12,371 4,480 6,756 13,466 6,074 31,566 74,713 _______ ______ ______ ______ _______ _______ ________ Total Rate Sensitive Assets 94,868 7,397 10,185 26,155 28,526 104,664 271,795 Rate Sensitive Liabilities: Time deposits 9,726 3,950 3,464 30,815 43,445 37,608 129,008 Other deposits 81,584(2) 1,500 1,000 1,000 2,000 73,320(3) 160,404 _______ ______ ______ ______ ______ _______ _______ Total Rate Sensitive Liabilities 91,310 5,450 4,464 31,815 45,445 110,928 289,412 Net Gap 3,558 1,947 5,721 (5,660) (16,919) (6,264) (17,617) ______ ______ ______ ______ ______ _______ ______ Cumulative Gap 3,558 5,505 11,226 5,566 (11,353) (17,617) (17,617) Net Gap as % of total rate sensitive assets 1% 1% 2% -2% -6% -2% -6% Cumulative Gap as % of total rate sensitive assets 1% 2% 4% 2% -4% -6% -6% (1) Excludes nonaccrual loans (2) The Company has assumed that 100% of money market and NOW accounts will reprice within 30 days based on local market conditions. (3) The Company has assumed that 90% of demand and savings deposits will not be withdrawn in less than one year based on its analysis of Bank and industry experiences for the rate of runoff of such deposits. PART II - OTHER INFORMATION ITEMS 1-3 Not applicable. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY- HOLDERS On April 25, 1995, BNH Bancshares, Inc. held its Annual Meeting of Shareholders. At such meeting, the Company's shareholders were asked to vote upon the following proposals: Proposal 1 the election of directors; Proposal 2 ratification of the selection of Price Waterhouse as independent accountants for the Company for the fiscal year ended December 31, 1995. The following is the name of each director elected at the meeting, which includes all directors whose term as director will continue after such Annual Meeting, and a description of the number of votes cast for, against or withheld, abstentions and broker non-votes as to the election of each nominee for director: Proposal 1 Election of Votes Against Broker Directors Votes For or Withheld Abstentions Non-Votes Richard L. Ades 12,878,890 104,431 0 0 Stephen P. Ahern 12,875,651 107,670 0 0 Martin R. Anastasio 12,878,015 105,306 0 0 George M. Dermer 12,878,890 104,431 0 0 Thomas M. Donegan 12,879,940 103,381 0 0 Albert M. D'Onofrio 12,880,940 102,381 0 0 Victor B. Hallberg 12,881,890 101,431 0 0 Theodore F. Hogan, Jr. 12,881,840 101,481 0 0 Karl J. Jalbert 12,881,790 101,531 0 0 Lawrence M. Liebman 12,877,613 105,708 0 0 F. Patrick McFadden, Jr. 12,879,720 103,601 0 0 Carl M. Porto 12,881,940 101,381 0 0 Vincent A. Romei 12,881,940 101,381 0 0 Stanley Scholsohn 12,880,790 102,531 0 0 Cheever Tyler 12,877,295 106,026 0 0 Proposal 2 12,929,925 16,777 36,619 0 ITEM 5 OTHER INFORMATION - None. ITEM 6 Exhibits and Reports on Form 8-K: None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 10, 1995 /s/ F. Patrick McFadden, Jr. F. Patrick McFadden, Jr. President/Chief Executive Officer Date: August 10, 1995 /s/ John F. Trentacosta John F. Trentacosta Executive Vice President/ Chief Financial Officer