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 Quarterly Period Ended September 30, 1995 Commission File Number 34-0-18162 PEOPLE'S SAVINGS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Connecticut 06-1259026 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 123 Broad Street, New Britain, CT 06053 (Address of principal executive offices) (ZIP Code) (203) 224-7771 (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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 2,511,824 shares issued and outstanding, (including 559,461 shares in treasury) as of September 30, 1995 Common Stock, par value $1.00 per share PEOPLE'S SAVINGS FINANCIAL CORP. Table of Contents PART I - FINANCIAL INFORMATION PAGE NO. Item 1. Financial Statements (Unaudited) (a) Condensed Consolidated Balance Sheets - September 30, 1995 and December 31, 1994 3 (b) Condensed Consolidated Statements of Income - Three months ended September 30, 1995 and 1994; Nine months ended September 30, 1995 and 1994 4 (c) Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 1995 and 1994 5 (d) Financial Highlights 6 (e) Notes to the Condensed Consolidated Financial Statements - September 30, 1995 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings 16 Item 2. Changes in Securities 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Security Holders 16 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 Part I. Financial Information Item 1. Financial Statements PEOPLE'S SAVINGS FINANCIAL CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands) September 30, December 31, 1995 1994 (Unaudited) (Note) Non-interest bearing deposits and cash $6,405 $9,538 Federal funds sold and FHLB overnight deposits 4,249 9,876 Cash and Cash Equivalents 10,654 19,414 Investment securities Available for sale (at market) 73,005 62,638 Held to maturity (market value: $65,538 at September 30, 1995 and $66,680 at December 31, 1994) 66,446 71,362 Capital stock of the Federal Home Loan Bank 2,643 2,292 Trading account securities (at market) - 5,461 Loans, net (allowance for loan losses 1995-$1,711; 1994-$1,791) 235,729 226,324 Bank premises and equipment 2,357 2,410 Foreclosed real estate 615 628 Accrued income receivable 4,072 3,646 Goodwill 3,480 3,745 Other assets 4,085 4,169 Total Assets $403,086 $402,089 Liabilities and Shareholders' Equity Liabilities Non-interest bearing demand deposits $5,670 $4,946 Interest bearing deposits 329,623 316,756 Total deposits 335,293 321,702 Mortgagors' escrow accounts 1,039 2,609 Advances from Federal Home Loan Bank of Boston 19,102 33,450 Accrued expenses 1,186 1,164 Other liabilities 2,300 1,933 Total Liabilities 358,920 360,858 Shareholders' Equity Common stock, ($1.00 par value), 10,000,000 shares authorized; 2,511,824, and 2,508,324 shares issued and outstanding at September 30, 1995 and December 31, 1994, respectively (including shares in treasury of 559,461 and 519,461 at September 30, 1995 and December 31, 1994, respectively) 2,512 2,508 Additional paid in capital 21,824 21,792 Retained earnings 26,966 25,751 Unrealized losses on securities available for sale, net of taxes 114 (2,291) Cost of treasury stock (7,250) (6,529) Total Shareholders' Equity 44,166 41,231 Total Liabilities and Shareholders' Equity $403,086 $402,089 Note: The statement of condition at December 31, 1994 has been derived from the audited consolidated financial statements at that date. See notes to the condensed consolidated financial statements. PEOPLE'S SAVINGS FINANCIAL CORP. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Dollar amounts in thousands, except per share data) unaudited Three Months Ended Nine Months Ended September 30, September 30, 1995 1994 1995 1994 Interest Income: Loans, including fees $4,773 $4,089 $13,601 $12,029 Investment Securities 2,202 2,161 6,288 6,198 Trading Account - 62 46 157 Short-term Investments 83 48 401 165 Total Interest Income 7,058 6,360 20,336 18,549 Interest Expense: Interest on deposits 3,457 2,461 9,654 7,157 Interest on advances from Federal Home Loan Bank of Boston 269 369 986 1,017 Total Interest Expense 3,726 2,830 10,640 8,174 Net Interest Income 3,332 3,530 9,696 10,375 Provision for Loan Losses 30 50 101 129 Net Interest Income after Provision for Loan Losses 3,302 3,480 9,595 10,246 Other Income: Service charges and fees 241 221 758 655 Trust fees 299 11 838 20 Net Investment Securities Gains (Losses) (1) - (70) 750 Trading Account Gains (Losses) - 107 49 (105) Net Gains (Losses) on Sale of Mortgages (7) (3) (2) (338) Other Operating Income 76 56 142 159 Total Other Income 608 392 1,715 1,141 Other Expenses: Salaries and Benefits 1,150 846 3,297 2,524 Occupancy 225 216 701 634 Furniture and Equipment 224 173 671 509 FDIC Deposit Insurance (17) 177 347 518 Other Real Estate Expenses 146 51 308 147 Other Operating Expenses 603 882 1,840 1,834 Total Other Expenses 2,331 2,345 7,164 6,166 Income Before Income Taxes 1,579 1,527 4,146 5,221 Income Taxes 618 622 1,642 2,124 Net Income $961 $905 $2,504 $3,097 Per Share Data: Net Income $0.48 $0.45 $1.26 $1.53 Weighted Average Common Shares Outstanding 1,989,542 2,024,262 1,985,702 2,022,788 Dividends Declared Per Share $0.22 $0.22 $0.66 $0.66 See notes to condensed consolidated financial statements. PEOPLES'S SAVINGS FINANCIAL CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands) (Unaudited) Nine months ended September 30, 1995 1994 Operating activities Net Income $2,504 $3,097 Adjustments to reconcile net income to net cash provided by operating activities: Provision for depreciation 354 260 Accretion and amortization of bond premiums and discounts, net 35 52 Provision for loan losses 101 129 Amortization of net deferred loan fees (157) (144) Decrease in trading account securities 5,461 (475) Loans sold 2,615 8,196 Realized investment securities (gains) losses 70 (750) Trading account (gains) losses (49) 105 Loan sales (gains) losses 2 338 Writedowns on foreclosed real estate 253 124 Goodwill amortization 265 - Increase in accrued expenses 22 36 Other items, net 74 (32) Net cash provided by operating activities 11,445 10,936 Investing activities Purchases of available-for-sale securities (28,698) (18,239) Proceeds from sale of available-for-sale securities 8,370 10,307 Proceeds from maturities of available-for-sale securities 11,854 6,930 Purchases of held-to-maturity securities (1,265) (32,974) Proceeds from maturities of held-to-maturity securities 6,237 6,440 Net increase in loans (12,954) (17,604) Purchases of premises and equipment, net (301) (772) Foreclosed real estate sold 748 752 Net cash used by investing activities (15,904) (45,160) Financing activities Net increase (decrease) in demand deposits, NOW accounts, savings accounts, and mortgagors' escrow accounts (19,661) (840) Net increase in time deposits 31,682 14,522 Net increase in long term borrowings from the Federal Home Loan Bank of Boston - 21,500 Net increase (decrease) in short term borrowings from the Federal Home Loan Bank of Boston (14,348) (30) Cash Dividends paid (1,289) (1,317) Acquisition of treasury stock (721) - Issuance of Common Stock 36 31 Net cash provided by financing activities (4,301) 33,866 Increase (decrease) in cash and cash equivalents (8,760) (358) Cash and cash equivalents at January 1 19,414 12,007 Cash and cash equivalents at September 30 10,654 11,649 Noncash investing and financing activities Increase (decrease) in net unrealized holding gains (losses) on securities carried at market 4,117 (4,039) Transfer of loans to foreclosed real estate 988 174 See notes to condensed consolidated financial statements. PEOPLE'S SAVINGS FINANCIAL CORP. Three Months Ended Nine Months Ended FINANCIAL HIGHLIGHTS September 30, September 30, ($ in thousands, except per share data) 1995 1994 1995 1994 For the Period Interest income $7,058 $6,360 $20,336 $18,549 Interest expense 3,726 2,830 10,640 8,174 Net Interest Income 3,332 3,530 9,696 10,375 Net Income 961 905 2,504 3,097 Per Share Data Book value $22.62 $20.98 $22.62 $20.98 Net income 0.48 0.45 1.26 1.53 Cash dividends declared 0.22 0.22 0.66 0.66 Selected Financial Ratios Yield on interest-bearing assets 7.31% 6.85% 7.03% 6.72% Cost of funds 4.27 3.36 4.06 3.28 Interest rate spread 3.04 3.49 2.97 3.44 Interest rate margin 3.45 3.80 3.35 3.76 Return on average assets 0.96 0.94 0.83 1.08 Return on average equity 8.75 8.51 7.82 9.66 Dividend payout ratio 44.68 48.52 51.43 42.54 At end of period: Tier 1 leverage ratio of bank subsidiary 9.85 10.80 Tier 1 risk-based ratio of bank subsidiary 19.62 21.79 Total risk-based ratio of bank subsidiary 20.47 22.83 Non-performing assets to total assets 0.32 0.65 Non-performing assets to total loans and OREO 0.54 1.13 Non-performing loans to total loans 0.28 0.53 Allowance for loan losses to total loans 0.72 0.91 Allowance for loan losses to non-performing loans 255.75 171.24 Sep. 30, Dec. 31, At End of Period 1995 1994 Net loans $235,729 $226,324 Investments 142,094 136,292 Total Assets 403,086 402,089 Deposits 335,293 321,702 Borrowings 19,102 33,450 Shareholders' equity 44,166 41,231 Outstanding shares 1,952,363 1,988,863 PEOPLE'S SAVINGS FINANCIAL CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 1995 Note A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995 For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1994. Certain 1994 amounts have been reclassified to conform with the 1995 presentation. These reclassifications had no impact on net income. Note B - CHANGES IN ACCOUNTING PRINCIPLES On January 1, 1995, the Corporation adopted Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for Impairment of a Loan" and No. 118 "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures" (SFAS 114 and 118). SFAS No. 114 and 118 requires creditors to evaluate the collectibility of impaired loans, as defined below, based on the present value of expected future cash flows discounted at the historical effective interest rate, except that all collateral-dependent loans are measured for collectibility of contractual principal and interest based on fair value of the collateral. As permitted by the statement, smaller-balance homogeneous loans consisting of residential mortgages and consumer loans are evaluated for collectibility by the Corporation based on historical loss experience rather than on an individual loan-by-loan basis. The Corporation considers a loan to be impaired for SFAS No. 114 and 118 purposes when, based on current information and events, it is probable that it will be unable to collect all amounts of contractual interest and principal as scheduled in the loan agreement. An insignificant delay of under 90 days or a 10% shortfall in the amount of payment is not an event that, when considered in isolation, would automatically cause the Corporation to consider a loan to be impaired for purposes of SFAS No. 114 and 118. The Corporation evaluates all impaired loans, other than small balance loans, on an individual loan-by-loan basis; it does not aggregate impaired loans into major risk classifications. Except for certain restructured loans, impaired loans are loans that are on nonaccrual status. When an impaired loan or a portion of an impaired loan is deemed uncollectible, the portion deemed uncollectible is charged against the allowance for loan losses and subsequent recoveries, if any, are credited to the allowance. At September 30, 1995, the recorded investment in loans for which impairment has been recognized in accordance with SFAS 114 and 118 totaled $20,000, excluding small-balance homogeneous loans. All of these loans have been evaluated for impairment using the present values of future cash flows method. There was no valuation allowance recorded for the impaired loans. For the quarter ended September 30, 1995 the average balance of impaired loans was approximately $20,000. The Corporation generally recognizes interest income on impaired loans on a cash basis. For the three and nine month periods ended September 30, 1995, the Corporation recorded no interest on impaired loans. At September 30, 1995 the Corporation had two restructured loans totaling $516,000. One of these loans in the amount of approximately $475,000 was restructured prior to the adoption of SFAS No. 114 and 118 and is therefore accounted for in accordance with SFAS No. 15 "Accounting by Debtors and Creditors for Troubled Debt Restructurings" and the other loan is considered a smaller-balance homogeneous under SFAS No. 114 and 118. Prior to the adoption of SFAS No. 114 and 118, the allowance for loan losses related to all loans was based on undiscounted cash flows or the fair value of the collateral for collateral dependent loans. The adoption of SFAS No. 114 and 118 did not result in any additions to the provision for loan losses. Note C - SECURITIES The amortized cost and estimated market values of investment securities for September 30, 1995 and December 31, 1994 are as follows. Net Estimated Gross Gross Unrealized Amortized Market Unrealized Unrealized Gains/ Cost Value Gains Losses (Losses) (in thousands), September 30, 1995 Available for sale United States Government and agency obligations $39,492 $38,767 $63 $788 ($725) State of Connecticut taxable obligations 1,251 1,253 2 0 2 Corporate securities 8,131 8,150 42 23 19 Mortgage-backed securities 12,776 12,992 234 18 216 Total debt securities 61,650 61,162 341 829 (488) Marketable equity securities 5,499 5,800 301 0 301 Mutual funds 5,561 6,043 534 52 482 $72,710 $73,005 $1,176 $881 $295 Held to maturity United States Government and agency obligations $27,004 $26,820 $42 $226 ($184) Mortgage-backed securities 39,442 38,718 227 951 (724) $66,446 $65,538 $269 $1,177 ($908) Net Estimated Gross Gross Unrealized Amortized Market Unrealized Unrealized Gains/ (in thousands), Cost Value Gains Losses (Losses) December 31, 1994 Available for sale United States Government and agency obligations $42,488 $39,562 $6 $2,932 ($2,926) State of Connecticut taxable obligations 1,252 1,238 0 14 (14) Corporate securities 11,625 11,241 7 391 (384) Mortgage-backed securities 4,728 4,714 0 14 (14) Total debt securities 60,093 56,755 13 3,351 (3,338) Marketable equity securities 103 230 129 2 127 Mutual funds 6,364 5,653 0 711 (711) $66,560 $62,638 $142 $4,064 ($3,922) Held to maturity United States Government and agency obligations $28,378 $26,969 $0 $1,409 ($1,409) Mortgage-backed securities 42,984 39,711 3 3,276 ($3,273) $71,362 $66,680 $3 $4,685 ($4,682) Note D - LOANS The following table shows the Corporation's loan distribution at the end of the nine month period ended September 30, 1995 compared to December 31, 1994. September 30, 1995 December 31, 1994 ($ in thousands) Balance % of Total Balance % of Total Real Estate Loans: 1 to 4 family residential 191,175 80% 187,052 82% Multifamily (5 or more units) 3,889 2% 3,899 2% Home equity credit lines 5,158 2% 5,328 2% Construction and land development 4,238 2% 3,110 1% Second mortgages 21,669 9% 20,597 9% Commercial mortgages 5,678 2% 4,177 2% Total real estate loans 231,807 97% 224,163 98% Consumer installment 4,279 2% 3,839 2% Credit cards 1,392 1% 498 0% Commercial 462 0% 369 0% Total loans 237,940 100% 228,869 100% Less: Loans held for sale 0 0 Allowance for loan losses 1,711 1,791 Deferred fees 500 754 Net loans 235,729 226,324 Note E - NON-PERFORMING ASSETS The following table illustrates the composition of the non-performing assets as of September 30, 1995 and December 31, 1994. September 30, 1995 December 31, 1994 ($ dollars in thousands) # of loans Amount # of loans Amount Loans past due 90 days or more: Residential 10 $544 14 $1,199 Commercial 2 22 0 0 Installment 4 103 5 101 Total non-performing loans 16 669 19 1,300 Foreclosed real estate: Residential 8 535 4 168 Commercial real estate 1 80 2 460 Total foreclosures 9 615 6 628 Repossessed assets 0 0 0 0 Total non-performing assets $1,284 $1,928 Non-performing assets to total loans and OREO 0.54% 0.84% Allowance for loans losses to non-performing loans 255.75% 137.77% As a percent of total loans: Loans past due 90 days or more 0.28% 0.57% Allowance for loan losses 0.72% 0.78% The average balance of impaired loans for the quarter ended September 30, 1995 was approximately $20,000. There are no commitments outstanding to extend additional credit on impaired loans. At September 30, 1995 the Bank had two restructured loans totalling $516,000. Note F - LOAN LOSS RESERVE The following table summarizes the Corporation's loan loss reserve as of the nine months ended September 30, 1995 and 1994. (in thousands) Nine months ended September 30, 1995 1994 Beginning balance 1,791 2,223 Provision charged to expense 101 129 Net charge-offs 181 328 Ending balance $1,711 $2,024 The allowance for loan losses is maintained at a level believed adequate by management to absorb potential losses in the loan portfolio. The adequacy of the allowance is determined by management's evaluation of known and inherent risks in the loan portfolio and prevailing economic conditions and the Bank's loss experience. The allowance is increased by provisions for loan losses charged against income. Beginning in 1995, the Corporation adopted Financial Accounting Standards Board Statement No. 114, "Accounting by Creditors for Impairment of a Loan." Under the new standard, the 1995 allowance for credit losses related to loans that are identified for evaluation in accordance with Statement 114 is based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans. Prior to 1995, the allowance for credit losses related to these loans was based on undiscounted cash flows or the fair value of the collateral for collateral dependent loans. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. General This section presents management's discussion and analysis of the consolidated results of operations for People's Savings Financial Corp. (the "Corporation") and The People's Savings Bank of New Britain (the "Bank") for the three and nine month periods ended September 30, 1995 and 1994, and its financial condition as of September 30, 1995. In order to understand this section in context, it should be read in conjunction with the consolidated financial statements and notes thereto. Financial Condition At September 30, 1995 total assets were $403.09 million, an increase of $1.00 million (or .2%) from total assets of $402.09 million at December 31, 1994. Changes in assets consisted of an increase in investment securities and net loans offset by the liquidation of the trading account, and a decrease in cash and cash equivalents. Total deposits increased by $13.59 million (or 4.2%) from December 31, 1994, and borrowings from the Federal Home Loan Bank totalling $14.35 million were repaid. Unrealized losses on securities available for sale, net of taxes, improved by $2.41 million to a gain of $.114 million at September 30, 1995, from a loss of $2.29 million at December 31, 1994, primarily due to improvement in the stock and bond markets. The increase in total deposits was primarily due to growth in the Bank's newer branches. RESULTS OF OPERATIONS Net income for the three month period ended September 30, 1995 was $961,000 as compared to $905,000 for the comparable period in 1994. Net income for the nine month period ended September 30, 1995 was $2,504,000 as compared to $3,097,000 for the comparable period in 1994. The increase in income for the three month period was primarily due to increased trust fees, a retroactive reduction in FDIC deposit insurance premiums, and lower other operating expenses. These increases were partially offset by reduced net interest income, trading account gains during the three month period ended September 30, 1994, increased other real estate expenses and increased salaries and benefits, and other expenses. These increases in expenses relate to the expansion of our Trust Department, the full impact of the opening of two branches in the second quarter of 1994 and start up expenses associated with the new Commercial Loan Department. Other operating expenses for the three month period ended September 30, 1994 were adversely effected by the settlement of a legal claim against the Bank for approximately $550,000. The decrease in net income of $593,000 for the nine month period was attributable to a decrease in net interest income, due to a reduction in the Corporation's net interest rate spread, and increased other expenses due to our expansion mentioned above, and a decrease in securities gains, partially offset by increased other operating income due to increased trust fee income, and trading account and mortgage sale gains versus losses for the nine months ended September 30, 1994, increased service charges and fees and the reduction in FDIC deposit insurance premiums mentions above. The Bank recorded a one time gain on securities for the three months ended June 30, 1994 which was from the acquisition of The Federal Savings Bank by Midconn bank. The Bank and the Corporation owned 69,277 shares of Federal Savings which produced a pre-tax profit of $787,000. AVERAGE BALANCES, INTEREST, YIELDS AND RATES The following table presents condensed daily average statements of condition, which include nonaccrual loans, the components of net interest income and selected statistical data. Three months ended September 30, (dollars in thousands) Annualized Variance Average Balance Average rate Interest Inc. due to 1995 1994 1995 1994 1995 1994 (dec) Vol. Rate Loans $234,518 $220,791 8.14% 7.41% $4,773 $4,089 $684 $264 $420 Investment securities 151,534 150,844 6.03% 6.02% 2,285 2,271 14 10 4 Total 386,052 371,365 7.31% 6.85% 7,058 6,360 698 274 424 Other assets 15,482 14,489 Total assets $401,534 $386,124 Deposits $329,520 $308,959 4.20% 3.19% 3,457 2,461 996 173 823 Borrowings 18,968 28,019 5.67% 5.27% 269 369 (100) (131) 31 Total 348,488 336,978 4.27% 3.36% 3,726 2,830 896 42 854 Demand deposits 4,961 3,700 Other liabilities 4,123 2,916 Stockholders' equity 43,962 42,530 Total liabilities and stockholders' equity $401,534 $386,124 Net interest income $3,332 $3,530 ($198) $232($430) Net interest rate spread 3.04% 3.49% Net interest rate margin 3.45% 3.80% Nine months ended September 30, (dollars in thousands) Annualized Variance Average Balance Average rate Interest Inc. due to 1995 1994 1995 1994 1995 1994 (dec) Vol. Rate Loans $231,878 $217,749 7.82% 7.37% $13,601 $12,029 $1,572 $805 $767 Investment securities 153,958 150,594 5.83% 5.77% 6,735 6,520 215 147 68 Total 385,836 368,343 7.03% 6.72% 20,336 18,549 1,787 952 835 Other assets 15,120 13,288 Total assets $400,956 $381,631 Deposits $326,586 $305,700 3.94% 3.12% 9,654 7,157 2,497 515 1,982 Borrowings 23,140 26,805 5.68% 5.06% 986 1,017 (31) (310) 279 Total 349,726 332,505 4.06% 3.28% 10,640 8,174 2,466 205 2,261 Demand deposits 4,977 3,618 Other liabilities 3,539 2,745 Stockholders' equity 42,714 42,763 Total liabilities and stock- holders' equity $400,956 $381,631 Net interest income $9,696 $10,375 ($679) $747 (1,426) Net interest rate spread 2.97% 3.44% Net interest rate margin 3.35% 3.76% Net Interest Income The average balances, interest, yields and rates table shows that for the three month period ended September 30, 1995 compared to the same period in 1994 there was an increase in interest income caused primarily by increased volume of loans and yield on loans. Interest income for the nine month period ended September 30, 1995 increased when compared to the same period last year primarily due to increased volume and yield on loans and to a lesser extent increased volume and yield on investments. The comparison of interest expense for the three month period ended September 30, 1995 compared to the same period in 1994 shows that interest expense increased primarily due to increased rates on deposits, and to a lesser extent increased volume of deposits and increased rate on borrowings, partially offset by a decrease in the volume of borrowings. The comparison of interest expense for the nine month period ended September 30, 1995 compared to the same period in 1994 shows that interest expense also increased primarily due to increased rates on deposits, and to a lesser extent increased volume of deposits and rates on borrowings, slightly offset by a decrease in the volume of borrowings. This activity is consistent with the changes in the Corporation's balance sheet and with changes in interest rates. Net interest rate spreads decreased during the three month period ended September 30, 1995 when compared to the same period last year, because the Bank's yield on earning assets increased less than the rate the Bank pays on its interest bearing liabilities. The increase in the yield on earning assets was primarily due to increased yield on loans. The rate the Bank pays on its interest bearing liabilities increased primarily due to higher interest rates on the Bank's deposits, which includes a shift in deposits to higher interestrate certificate of deposits from lower interest rate deposit accounts, and to a lesser extent rates on borrowings. The net interest rate spread decreased during the nine month period ended September 30, 1995 when compared to the same period in 1994 primarily because the yield the Bank earns on earning assets increased at a lesser rate than the increase in the rate the Bank pays on interest bearing liabilities. Net interest rate margins decreased for the three and nine month period ended September 30, 1995 when compared to the same period of 1994, due to the same reasons mentioned above. Net interest income for the three and nine month periods ended September 30, 1995 decreased primarily due to the decrease in net interest rate spread and net interest rate margin. CAPITAL The Corporation's and the Bank's Tier 1 leverage capital ratios at September 30, 1995 were 10.07% and 9.85% respectively. The Corporation's and the Bank's total risk-based capital ratios at September 30, 1995 were 20.89% and 20.47% respectively. The Corporation's and the Bank's Tier 1 risk-based capital ratios at September 30, 1995 were 20.05% and 19.62%, respectively. All of the Corporation's and the Bank's ratios as of September 30, 1995 were well above applicable minimums. As of September 30, 1995, the Corporation and the Bank fall within the highest capital category of "well capitalized" under the rules of the Federal Reserve Board and the Federal Deposit Insurance Corporation. OTHER INCOME, OTHER EXPENSE, AND TAXES The following tables detail the significant increases and decreases in other income for the three and nine month periods ended September 30. Three Months ended Other income September 30, (dollars in thousands) 1995 1994 Inc(dec) % Service charges and fees $241 $221 $ 20 9.1% Trust fees 299 11 288 2,618.2 Net investment securities gains (losses) (1) - (1) (100.0) Trading account gains (losses) - 107 (107) (100.0) Net Gains (losses) on sale of mortgages (7) (3) (4) 133.3 Other operating income 76 56 20 35.7 Total other income $608 $ 392 $ 216 55.1 % Nine Months ended Other income September 30, (dollars in thousands) 1995 1994 Inc(dec) % Service charges and fees $758 $655 $103 15.7% Trust fees 838 20 818 4,090.0 Net investment securities gains (losses) (70) 750 (820) (109.3) Trading account gains (losses) 49 (105) 154 (146.7) Net Gains (losses) on sale of mortgages (2) (338) 336 (99.4) Other operating income 142 159 (17) (10.7) Total other income $1,715 $1,141 $ 574 50.3% Other income for the three month period ended September 30, 1995 increased by $574,000 as compared to the same period in 1994. The increase was primarily due to increased trust fees, partially offset by a decrease in trading account gains. During the first quarter of 1995 the Bank's trading account was liquidated. Other income increased for the nine month period ended September 30, 1995, from the comparable period of 1994. The increase was primarily due to increased Trust fees due to the acquisition of New Meriden Trust from the FDIC as well as growth in the amount of trust assets. The increase was also due to trading account gains and minimal losses on sales of mortgages compared to losses in 1994 and an increase in service charges and fees. These increases were partially offset by net investment securities losses compared to gains in 1994. The 1994 gain on sale of investment securities was due to the acquisition of Federal Savings Bank by Midconn Bank. The Corporation and the Bank owned 69,277 shares producing a pre-tax gain of $787,000. The increase in service charges and fees was due to an increased number of accounts and to minor fee increases. The following tables detail the significant increases and decreases in other expenses for the three and nine month periods ended September 30. Three Months ended Other expenses September 30, (dollars in thousands) 1995 1994 Inc(dec) % Salaries and benefits $1,150 $846 $304 35.9% Occupancy 225 216 9 4.2 Furniture and equipment 224 173 51 29.5 FDIC deposit insurance (17) 177 (194) (109.6) Other real estate expenses 146 51 95 186.3 Other operating expenses 603 882 (279) (31.6) Total other expenses $2,331 $2,345 $ (14) (0.6)% Nine Months ended Other expenses September 30, (dollars in thousands) 1995 1994 Inc(dec) % Salaries and benefits $3,297 $2,524 $773 30.6% Occupancy 701 634 67 10.6 Furniture and equipment 671 509 162 31.8 FDIC deposit insurance 347 518 (171) (33.0) Other real estate expenses 308 147 161 109.5 Other operating expenses 1,840 1,834 6 0.3 Total other expenses $7,164 $6,166 $998 16.2% Non-interest expense decreased for the three month period ended September 30, 1995, from the comparable period of 1994. The decrease is primarily due to a retroactive reduction in FDIC deposit insurance premiums. The Bank received a credit of approximately $205,000. The rate the Bank pays for deposit insurance was changed from $.23 per year for every $100 in deposits to $.04 per year for every $100 in deposits. The Bank will continue to pay the lower rate until such time that the FDIC changes the rate. Salaries and benefits, occupancy, and furniture and equipment increased due to the expansion of our trust department including the purchase of New Meriden Trust from the FDIC and the opening of a Trust production office in Middletown, CT, and expenses related to our new Commercial Loan Department. Other real estate expenses increased when compared to 1994 due some charge-offs and also due to environmental work at one property. Other operating expenses decreased for the three month period ended September 30, 1995 when compared to the same period in 1994, primarily because the 1994 figure included the settlement of a legal claim by the Bank for approximately $550,000. General increases in other operating expenses relate to the expansion mentioned above including amortization of goodwill due to the New Meriden Trust acquisition, other expenses related to the increased size of the Trust Department. Non- interest expense increased for the nine month period ended September 30, 1995 as compared to the same period in 1994 due to the same explanations above including the full impact of opening two new branches in the second quarter of 1994. The effective tax rate for the three month period ended September 30, 1995 decreased to 39.1% from 40.7% for the same period in 1994. The effective tax rate decreased to 39.6% for the nine months ended September 30, 1995 as compared to 40.7% for the comparable period of 1994. The decrease was primarily due to an increase in dividend income during the second and third quarters that qualifies for the Federal dividend received deduction. PEOPLE'S SAVINGS FINANCIAL CORP. Part II Other Information Item 1. Legal Proceedings There are no material pending legal proceedings to which the Corporation or its subsidiary is a party, or of which any of their property is the subject, other than ordinary routine litigation in the normal course of business. Item 2. Changes in Securities During the second quarter of 1995, there were no changes which would materially modify the rights of the holders of the Corporation's registered securities. Item 3. Defaults Upon Senior Securities The Corporation and its subsidiary are not in default with respect to the payment of principal or interest related to any outstanding borrowing. Item 4. Submission of Matters to a Vote of Securities Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (A) Exhibits 11.1 Computation of net income per common share. (B) Reports on Form 8-K: None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PEOPLE'S SAVINGS FINANCIAL CORP. Date: November 13, 1995 By: /s/ Richard S. Mansfield President and Chief Executive Officer Date: November 13, 1995 By: /s/ John G. Medvec Executive Vice President and Treasurer Exhibit 11.1 PEOPLE'S SAVINGS FINANCIAL CORP. COMPUTATION OF NET INCOME PER COMMON SHARE (in thousands except per share amounts) Three months ended Nine months ended September 30, September 30, 1995 1994 1995 1994 Net income - primary and fully diluted $961 $905 $2,504 $3,097 Weighted Average Common Stock and Common Equivalent Stock Weighted average common stock outstanding 1,952 1,996 1,955 1,996 Assumed conversion (as of the beginning of each period or upon issuance during a period) of stock options outstanding at the end of each period 38 28 31 27 Weighted average common stock outstanding - primary 1,990 2,024 1,986 2,023 Weighted average common stock outstanding 1,952 1,996 1,955 1,996 Assumed conversion (as of the beginning of each period or upon issuance during a period) of stock options outstanding at the end of each period 38 28 31 27 Weighted average common stock outstanding - fully diluted 1,990 2,024 1,986 2,023 Earnings Per Common and Common Equivalent Share Primary $0.48 $0.45 $1.26 $1.53 Fully diluted $0.48 $0.45 $1.26 $1.53