1 - -------------------------------------------------------------------------------- Financial Highlights - -------------------------------------------------------------------------------- Massbank Corp. and Subsidiaries Selected Consolidated Financial Data - ------------------------------------------------------------------------------------------------------------------- (In thousands) At December 31, 1996 1995 1994 1993 1992 - ------------------------------------------------------------------------------------------------------------------- BALANCE SHEET DATA: Total assets $888,237 $854,542 $843,647 $855,881 $839,103 Mortgage loans 224,139 220,603 220,269 219,347 219,932 Other loans 25,522 28,582 30,547 29,699 33,824 Allowance for loan losses 2,237 2,529 2,566 2,261 2,056 Investments(1) 622,645 586,768 568,635 589,666 564,422 Real estate acquired through foreclosure 503 255 129 699 905 Deposits 788,350 753,657 759,676 766,363 761,879 Stockholders' equity 92,250 90,817 74,504 80,075 71,062 - ------------------------------------------------------------------------------------------------------------------- (In thousands) Years ended December 31, 1996 1995 1994 1993 1992 - ------------------------------------------------------------------------------------------------------------------- OPERATING DATA: Interest and dividend income $58,109 $56,611 $51,451 $51,541 $51,317 Interest expense 33,062 30,896 26,152 27,485 30,991 Net interest income 25,047 25,715 25,299 24,056 20,326 Provision for loan losses 160 170 705 671 884 Gains (losses) on securities, net 868 92 (533) 198 122 Other non-interest income 1,797 1,856 3,070 2,307 2,429 Non-interest expense 12,124 13,178 14,213 14,243 13,421 Income before income taxes 15,428 14,315 12,918 11,647 8,572 Income tax expense 6,001 5,556 4,733 4,711 3,895 Change in accounting principle (241) Net income $ 9,427 $ 8,759 $ 8,185 $ 6,695 $ 4,677 - ------------------------------------------------------------------------------------------------------------------- Years ended December 31, 1996 1995 1994 1993 1992 - ------------------------------------------------------------------------------------------------------------------- OTHER DATA: Yield on average interest-earning assets 6.84% 6.90% 6.22% 6.25% 6.88% Cost of average interest-bearing liabilities 4.27 4.11 3.41 3.57 4.48 Interest rate spread 2.57 2.79 2.81 2.68 2.40 Net interest margin 2.96 3.15 3.07 2.93 2.73 Non-interest expense to average assets 1.40 1.57 1.67 1.68 1.75 Efficiency ratio(2) 43.5 47.4 50.8 53.3 58.3 Return on assets (net income/average assets) 1.08 1.04 0.96 0.79 0.61 Return on equity (net income/average stockholders' equity) 10.65 10.65 10.62 8.98 6.79 Return on average realized equity(3) 11.01 10.81 10.62 8.98 6.79 Percent non-performing loans to total loans 0.64 0.97 0.84 0.51 0.59 Percent non-performing assets to total assets 0.24 0.31 0.26 0.23 0.29 Stockholders' equity to assets, at year-end 10.39 10.63 8.83 9.36 8.47 Book value per share, at year-end(4) $34.34 $33.13 $26.78 $27.28 $24.50 Earnings per share:(4) Primary 3.44 3.15 2.84 2.23 1.59 Fully diluted 3.43 3.12 2.84 2.22 1.59 Cash dividends declared per share(4) 0.92 0.73 0.60 0.4533 0.3533 Dividend payout ratio 26% 23% 21% 20% 22% - ------------------------------------------------------------------------------------------------------------------- <FN> (1) Consists of securities held to maturity and available for sale, trading securities, short-term investments, term federal funds sold and interest-bearing deposits in banks. (2) Determined by dividing non-interest expense by fully taxable equivalent net interest income plus non-interest income. (3) Excludes average net unrealized gains or losses on securities available for sale. (4) All share information presented has been adjusted to reflect the 3-for-2 split of the Company's common stock effective September 9, 1994. 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The following discussion should be read in conjunction with the consolidated financial statements and related notes included in this report. The financial condition and results of operations of Massbank Corp. (the "Company") essentially reflect the operations of its subsidiary, Massbank (the "Bank"). The Company's consolidated net income depends largely upon net interest income, which is the difference between interest income from loans and investments ("interest-earning assets") and interest expense on deposits and borrowed funds ("interest-bearing liabilities"). Net interest income is significantly affected by general economic conditions, policies established by regulatory authorities and competition. FINANCIAL CONDITION The Company's total assets this past year increased by $33.7 million or 3.9% from $854.5 million at December 31, 1995 to $888.2 million at December 31, 1996. Most of this growth is attributable to an increase in deposits. Total stockholders' equity was $92.2 million at December 31, 1996, up $1.4 million from $90.8 million at December 31, 1995. The increase in stockholders' equity resulted primarily from the Company's net income of $9.4 million in 1996 and the issuance of common stock under the Company's stock option plan. These were partially offset by a decrease in the net unrealized gains on investment securities available for sale, net of tax effect, of $3.2 million, the payment of $2.5 million in dividends to stockholders and the cost of the additional shares of treasury stock repurchased during the year of $3.5 million. Record earnings in 1996 and a strong capital position have permitted the Company to continue to reward its shareholders through the payment of higher quarterly dividends. The Company's Board of Directors has increased the quarterly cash dividend paid to shareholders twice during 1996 and ten times during the last five years. Cash dividends per share paid to shareholders during 1996 increased 26% over the prior year. The Company's book value per share at December 31, 1996 was $34.34, up from $33.13 at December 31, 1995. The Bank's total loan portfolio experienced modest growth in 1996, up $0.5 million over the prior year to $249.7 million. Loan originations totaled $51.4 million in 1996, up $11.7 million or 29.5%, when compared to total loan originations of $39.7 million in 1995. The level of loan amortization and payoffs in the Bank's loan portfolio during 1996 almost equalled total loan originations for the year allowing for very little growth in the portfolio. This is due in part to the shorter term mortgages with relat ively high down payments which the Bank originates. The normal principal amortization on these mortgages far exceeds that of 30-year fixed rate mortgages. Total investments consisting of investment securities and other short term investments, including term federal funds sold and interest-bearing bank deposits, increased from $586.8 million at December 31, 1995 to $622.6 million at year end 1996. These investments are principally in federal funds sold, short-term U.S. Treasury notes and government agency fifteen year mortgage-backed securities. The majority of the Bank's investment securities, $476.6 million at December 31, 1996, are classified as either available for sale or trading securities. Investment securities available for sale and trading securities provide liquidity, facilitate interest rate sensitivity management and enhance the Bank's ability to respond to customers' needs should loan demand increase and/or deposits decline. Mortgage-backed securities, at market value, increased by $90.1 million in 1996 to $306.6 million at December 31, 1996. Deposit accounts of all types have traditionally been the primary source of funds for the Bank's lending and investment activities. The Bank's deposit flows are influenced by prevailing interest rates, competition and other market conditions. The Bank's management attempts to manage its deposits through selective pricing and marketing. The Bank's deposits increased by $34.7 million or 4.6% during the twelve months ended December 31, 1996, from $753.7 million at year end 1995 to $788.4 million at the end of 1996. These were favorable results considering the performance of the stock market and mutual funds which were both fierce competitors for the savers' dollars in 1996. The growth in deposits is primarily attributable to an increase in the Bank's time certificates of deposit which increased by $37.1 million during the past year. The Bank's strategy, in 1996, was to attract more long term deposits from the general public. By selectively increasing certain time certificate of deposit (CD) rates the Bank was successful in increasing its CD deposits with maturities in excess of one year by $29.8 million, representing approximately 86% of its total deposit growth in 1996. 13 3 ASSET QUALITY Net loans represented 27.9% of total assets at December 31, 1996 compared to 28.9% of total assets at December 31, 1995. The Bank's investment securities and other short-term investments, representing 70.0% of total assets at December 31, 1996, consisted primarily of U.S. Treasury notes, government agency mortgage-backed securities and federal funds sold. At December 31, 1996, the Bank's loan portfolio consisted of residential mortgages of $220.0 million, commercial mortgages of $4.1 million, consumer loans of $24.9 million and commercial loans of $0.6 million. Non-performing assets were $2.1 million at December 31, 1996, representing 0.24% of total assets. This compares to $2.7 million, or 0.31% of total assets, at December 31, 1995. At year end 1996, the Bank's allowance for loan losses was approximately $2.2 million, representing 139.7% of non-performing loans and 0.90% of total loans. The Bank believes that its allowance for loan losses is adequate to cover the risks inherent in the loan portfolio under current conditions. RESULTS OF OPERATIONS COMPARISON OF THE YEARS 1996 AND 1995 Massbank Corp. reported record net income for the year ended December 31, 1996 of $9.4 million or $3.44 per share compared to $8.8 million or $3.15 per share for the year ended December 31, 1995. On a fully diluted basis, the Company earned $3.43 per share in 1996, up 9.9% or $0.31 per share from the $3.12 in fully diluted earnings per share reported in 1995. This is the fourth consecutive year that the Company has achieved record breaking results in net income, earnings per share and return on average realized equity, and the sixth consecutive year of increase in the Company's return on average assets. Return on average realized equity and return on average assets improved to 11.01% and 1.08% in 1996 from 10.81% and 1.04% in 1995, respectively. The Company's improved financial performance in 1996 can be attributed to several factors. Non-interest expenses were down again in 1996 due to incremental improvements throughout the Bank and another substantial drop in deposit insurance expense; securities gains increased significantly over 1995; and the provision for loan losses decreased slightly. Offsetting these factors were decreases in net interest income and other non-interest income. NET INTEREST INCOME Net interest income on a fully taxable equivalent ("FTE") basis totaled $25.2 million for 1996, compared to $25.8 million for 1995. The decrease of $0.6 million was due principally to a decrease in net interest margin. The impact of the lower net interest margin in 1996 was partially offset by an increase in the Company's average earning assets from $822.0 million in 1995 to $852.3 million in 1996. The Company's net interest margin in 1996 was 2.96%, 19 basis points lower than the 3.15% of the prior year. The tables on pages 19 and 20 set forth, among other things, the extent to which changes in interest rates and changes in the average balances of interest-earning assets and interest-bearing liabilities have affected interest income and expense during the years indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes due to (1) changes in volume and (2) changes in interest rates. INTEREST AND DIVIDEND INCOME Interest and dividend income on an FTE basis was $58.3 million for the year ended December 31, 1996, compared to $56.7 million for the year ended December 31, 1995. The weighted average yield on earning assets for the year ended December 31, 1996 decreased to 6.84% from 6.90% for the year ended December 31, 1995. The average total earning assets of the Company increased to $852.3 million in 1996, up $30.3 million from $822.0 million in 1995. Interest on loans decreased $0.1 million to $19.4 million for the year ended December 31, 1996. The decrease in interest income earned on loans was due principally to a decrease in yield. The yield on the Bank's loans declined 23 basis points to 7.70% for the year ended December 31, 1996 compared to 7.93% for the year ended December 31, 1995. The reduction in yield was partially offset by an increase of $6.1 million in average loan volume. The decline in market interest rates in the first half of 1996 compared to 1995 generated more residential loan growth for the Bank, but at lower yields. This, along with floating rate loans and adjustable rate mortgage loans which repriced downward, had the greatest impact on the Bank's loan yields over the past year. Interest and dividend income (on an FTE basis) from investments consisting of investment securities (including mortgage-backed securities), trading securities, federal funds sold and other short-term investments increased by $1.6 million to $38.8 million in 1996 from $37.2 million in 1995. This increase resulted primarily from an increase of $24.2 million in average volume. Average total investments were $600.3 million in 1996 compared to $576.1 million in 1995. The weighted average yield on investments was 6.47% in 1996 and 1995. 14 4 INTEREST EXPENSE Total interest expense increased 7.0% to $33.1 million for the year ended December 31, 1996 from $30.9 million for the year ended December 31, 1995. This increase is due to an increase in the Company's average cost of funds from 4.11% in 1995 to 4.27% in 1996, coupled with an increase of $21.9 million in the Company's average deposits, from $752.5 million in 1995 to $774.4 million in 1996. The growth in average deposits is attributable to an increase in time certificates of deposit (CD). The average CD volume increased by $52.3 million to $352.4 million in 1996, from $300.1 million in 1995. Partially offsetting this increase was a reduction of $30.4 million in the average savings, and demand and NOW deposit volume, from $452.4 in 1995 to $422.0 million in 1996. The migration from lower cost savings deposits to higher cost (longer term) CDs, combined with the growth in CDs in 1996, contributed significantly to the Company's increased cost of funds in 1996. PROVISION FOR LOAN LOSSES The provision for loan losses in 1996 was $160 thousand compared to $170 thousand in 1995. In determining the amount to provide for loan losses, the key factor is the adequacy of the allowance for loan losses. In making its decision, management considers a number of factors, including the risk characteristics of the portfolio, underlying collateral, current and anticipated economic conditions, and trends in loan delinquencies and charge-offs. At December 31, 1996, the allowance for loan losses was $2.2 million representing 139.7% of non-performing loans. The Bank's non-performing loans totaled $1.6 million at December 31, 1996 compared to $2.4 million a year earlier. Net charge-offs totaled $452 thousand in 1996 compared to $207 thousand in 1995. Management believes that the allowance for loan losses is adequate to cover the risks inherent in the loan portfolio under current conditions. NON-INTEREST INCOME Non-interest income consists of gains or losses on securities, deposit account service fees, interest on tax settlements and other non-interest income. Non-interest income increased to $2.7 million for the year ended December 31, 1996, from $1.9 million for the year ended December 31, 1995. This improvement is due to a significant increase in securities gains, the results of a strong stock market in 1996, partially offset by a slight decrease in all other non-interest income. Net gains on securities totaled $868 thousand in 1996 compared to $92 thousand in 1995. All other non-interest income decreased from $1.9 million in 1995 to $1.8 million in 1996 due primarily to non-recurring income recorded in 1995. In 1995, the Company recorded interest on tax settlements which it had received from the IRS totaling $51 thousand. NON-INTEREST EXPENSE Non-interest expenses (i.e., operating expenses) decreased by $1.1 million or 8.0% to $12.1 million in 1996, from $13.2 million a year ago. Salaries and employee benefits decreased by $45 thousand to $7.2 million in 1996 from $7.3 million in 1995. This improvement was due to a decrease in the costs of employee retirement benefits partially offset by a modest increase in salaries due to normal salary increases granted to employees. Occupancy and equipment expense decreased by $14 thousand to approximately $2.0 million in 1996 due mostly to a reduction in depreciation expense. Data processing and professional services expenses were reduced by $74 thousand to $948 thousand in 1996, from approximately $1.0 million the previous year. Deposit insurance expense in 1996 took another substantial drop due to a further reduction in Federal Deposit Insurance Corporation ("FDIC") deposit insurance rates. FDIC deposit insurance rates were reduced to an annual minimum of $2 thousand for 1996. As a result, total deposit insurance expense decreased from $914 thousand in 1995 to $13 thousand in 1996. Deposit insurance expense also includes an assessment from the Depositors Insurance Fund ("DIF") to insure customer deposits in excess of the FDIC insurance limits. All other expenses essentially stayed flat in 1996. INCOME TAX EXPENSE The Company recorded a tax expense of $6.0 million in 1996 compared to approximately $5.5 million in 1995. The effective income tax rate for the year ended December 31, 1996 was 38.9%, a modest increase from 38.8% in 1995. For further information on income taxes, see Note 12 of Notes to Consolidated Financial Statements. 15 5 RESULTS OF OPERATIONS COMPARISON OF THE YEARS 1995 AND 1994 Massbank Corp. reported record net income for the year ended December 31, 1995 of $8.8 million or $3.15 per share ($3.12 per share on a fully diluted basis) compared to $8.2 million or $2.84 per share for the year ended December 31, 1994. Return on average assets and return on average realized equity improved to 1.04% and 10.81% in 1995, from 0.96% and 10.62% in 1994, respectively, reflecting an improvement in net interest margin, a lower provision for loan losses, and non-interest expense reductions resulting prima rily from a significant decrease in deposit insurance expense in 1995. The Company's net interest margin in 1995 was 3.15%, 8 basis points higher than the 3.07% in 1994. NET INTEREST INCOME Net interest income on a fully taxable equivalent ("FTE") basis totaled $25.8 million for 1995, compared to $25.4 million for 1994. The modest increase of $0.4 million was due principally to an improvement in net interest margin. The impact of the wider margin in 1995 was partially offset by a decrease in the Company's average earning assets from $829.7 million in 1994 to $822.0 million in 1995. The Company's interest rate spread decreased slightly to 2.79% for 1995 from 2.81% for 1994. The tables on pages 19 and 20 set forth, among other things, the extent to which changes in interest rates and changes in the average balances of interest-earning assets and interest-bearing liabilities have affected interest income and expense during the years indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes due to (1) changes in volume and (2) changes in interest rates. INTEREST AND DIVIDEND INCOME Interest and dividend income on an FTE basis was $56.7 million for the year ended December 31, 1995, compared to $51.6 million for the year ended December 31, 1994. The weighted average yield on earning assets for the year ended December 31, 1995 increased to 6.90% from 6.22% for the year ended December 31, 1994. The average total earning assets of the Company decreased to $822.0 million during 1995, down $7.7 million from $829.7 million in 1994. Interest on loans decreased $0.1 million to $19.5 million for the year ended December 31, 1995. The decrease in interest income earned on loans was due principally to a decrease of $6.0 million in average loan balances in 1995 compared to the prior year. The reduction in average loan volume was partially offset by an increase in yield on loans. The yield on loans improved 15 basis points to 7.93% for 1995 compared to 7.78% for 1994. This improvement is due primarily to consumer loans in the Bank's loan portfol io which float either with the prime interest rate or three month U.S. treasury bill rate. These interest rates were significantly higher during 1995 than during 1994. Interest and dividend income (on an FTE basis) from investments consisting of investment securities, including mortgage-backed securities, trading securities, federal funds sold and other short-term investments increased by $5.2 million to $37.2 million in 1995 from $32.0 million in 1994. This increase resulted primarily from an improvement in weighted average yield on investments from 5.54% in 1994 to 6.47% in 1995, partially offset by a decrease of $1.7 million in average investment balances. INTEREST EXPENSE Total interest expense increased 18.1% to $30.9 million for the year ended December 31, 1995 from $26.2 million for the year ended December 31, 1994. This increase was due principally to an increase of 70 basis points in the Company's average cost of funds from 3.41% in 1994 to 4.11% in 1995, partially offset by lower average deposit volume. Average deposits and borrowed funds declined to $752.5 million in 1995, from $766.4 million a year earlier. The Bank maintained flat regular savings account deposit rates in 1995 and 1994 while selectively increasing rates on certificates of deposit. The strategy helped to encourage a shift from savings to time certificates of deposit during this period. During 1995, the Bank's total savings deposits, including money market accounts, declined $101.8 million, from $458.4 million at December 31, 1994 to $356.6 million at December 31, 1995, while its certificates of deposit increased $96.6 million, from $235.4 million at year end 1994 to $332.0 million at year end 1995. 16 6 PROVISION FOR LOAN LOSSES The provision for loan losses in 1995 was $170 thousand compared to $705 thousand in 1994. In determining the amount to provide for loan losses, the key factor is the adequacy of the allowance for loan losses. In making its decision, management considers a number of factors, including the risk characteristics of the portfolio, underlying collateral, current and anticipated economic conditions, and trends in loan delinquencies and charge-offs. At December 31, 1995, the allowance for loan losses was $2.5 million representing 104.2% of non-performing loans. The Bank's non-performing loans totaled $2.4 million at December 31, 1995 compared to $2.1 million a year earlier. Net charge-offs totaled $207 thousand in 1995 compared to $400 thousand in 1994. Management believes that the allowance for loan losses is adequate to cover the risks inherent in the loan portfolio under current conditions. NON-INTEREST INCOME Non-interest income consists of gains or losses on securities, deposit account service fees, interest on tax settlements and other non-interest income. Non-interest income decreased to $1.9 million for the year ended December 31, 1995, from $2.5 million for the year ended December 31, 1994. This decrease was due to non-recurring income recorded in 1994. The Company, in 1994, recorded interest on tax settlements which it had received from the IRS totaling approximately $1.2 million. This compares to $51 thousand in interest on tax settlements recorded in 1995. Partly offsetting this non-recurring income were net gains on securities of $92 thousand versus net losses on securities of $533 thousand recorded in 1994. Deposit account service fees and all other non-interest income decreased from $1.9 million in 1994 to $1.8 million in 1995. NON-INTEREST EXPENSE Non-interest expenses (i.e., operating expenses) decreased by $1.0 million or 7.3% to $13.2 million in 1995, from $14.2 million a year ago. Salaries and employee benefits increased by $467 thousand or 6.9% to $7.3 million in 1995 from $6.8 million in 1994. This increase was due primarily to higher salaries and retirement benefit costs. Occupancy and equipment expense decreased by $50 thousand to approximately $2.0 million in 1995 due mostly to a reduction in depreciation expense. Data processing and professional services expenses were reduced 9.6% to $1.0 million in 1995, from approximately $1.1 million the previous year. In 1995, the FDIC reduced deposit insurance rates for well capitalized banks from $0.23 to $0.04 per hundred dollars of deposits effective June 1, 1995. This significant reduction in rates reduced the Bank's total deposit insurance expense by $874 thousand or 48.9% in 1995 to $0.9 million from $1.8 million a year ago. FDIC deposit insurance rates have been further reduced to the annual minimum of $2 thousand for 1996. During 1994, the Bank recorded a non-recurring charge to earnings of $282 thousand, the result of a write-down in loan valuation premium due to significant prepayments of loans purchased from the FDIC in 1992. No such write-down was required in 1995. All other expenses decreased by $188 thousand to $2.0 million in 1995 from $2.2 million in 1994. INCOME TAX EXPENSE The Company recorded a tax expense of approximately $5.5 million in 1995 compared to $4.7 million in 1994. The effective income tax rate for the year ended December 31, 1995 was 38.8%, an increase from 36.6% in 1994. The Company's effective income tax rate for 1994 was reduced due largely to a federal income tax refund of $462 thousand recorded during the year. For further information on income taxes, see Note 12 of Notes to Consolidated Financial Statements. 17 7 LIQUIDITY AND CAPITAL RESOURCES The Bank must maintain a sufficient level of cash and assets which can readily be converted into cash in order to meet cash outflows from normal depositor requirements and loan demands. The Bank's primary sources of funds are deposits, loan amortization and prepayments, sales or maturities of investment securities and income on earning assets. In addition to loan payments and maturing investment securities, which are relatively predictable sources of funds, the Bank maintains a high percentage of its assets invested in overnight federal funds sold, which can be immediately converted into cash, and United States Treasury and Government agency securities, which can be sold or pledged to raise funds. At December 31, 1996, the Bank had $109.9 million or 12.4% of total assets and $148.6 million or 16.7% of total assets invested, respectively, in overnight federal funds sold and United States obligations. The Bank is a Federal Deposit Insurance Corporation insured institution subject to the FDIC regulatory capital requirements. The FDIC regulations require all FDIC insured institutions to maintain minimum levels of Tier I capital. Highly rated banks (i.e., those with a composite rating of 1 under the CAMEL rating system) are required to maintain a minimum leverage ratio of Tier I capital to total average assets of at least 3.00%. An additional 100 to 200 basis points are required for all but these most highly rated institutions. The Bank is also required to maintain a minimum level of risk-based capital. Under the new risk-based capital standards, FDIC insured institutions must maintain a Tier I capital to risk-weighted assets ratio of 4.00% and are gener ally expected to meet a minimum total qualifying capital to risk-weighted assets ratio of 8.00%. The new risk-based capital guidelines take into consideration risk factors, as defined by the regulators, associated with various categories of assets, both on and off the balance sheet. Under the guidelines, capital strength is measured in two tiers which are used in conjunction with risk adjusted assets to determine the risk-based capital ratios. Tier II capital components include supplemental capital components such as qualifying allowance for loan losses and qualifying subordinated debt. Tier I capital plus the Tier II capital components is referred to as total qualifying capital. The capital ratios of the Bank and the Company currently exceed the minimum regulatory requirements. At December 31, 1996, the Bank had a leverage Tier I capital to average assets ratio of 9.93%, a Tier I capital to risk-weighted assets ratio of 32.88% and a total capital to risk-weighted assets ratio of 33.74%. The Company, on a consolidated basis, had ratios of leverage Tier I capital to average assets of 10.09%, Tier I capital to risk-weighted assets of 33.41% and total capital to risk-weighted assets of 34.27% at December 31, 1996. ASSET AND LIABILITY MANAGEMENT The Bank's asset/liability management objective is to attempt to insulate the balance sheet, and therefore the income statement, from excessive risk due to changes in market interest rates. The Company's asset/liability management policy, which is reviewed by the Board of Directors on an annual basis, establishes limits for interest rate risk assumption to prevent the erosion of earnings and capital in an adverse interest rate environment. The Company's asset/liability management policy also states that it is the responsibility of the Bank's Asset and Liability Committee to establish long-term strategies with respect to interest rate risk and to monitor the exposure to interest rate risk in relation to present and prospective market interest rates, economic conditions, and balance sheet composition on an ongoing basis. The asset/liability management process at Massbank seeks to ensure that the risk to earnings fluctuations from changes in market interest rates is prudently managed. The Bank uses three key measurements to monitor interest rate risk: (1) the interest rate-sensitivity "gap" analysis; (2) a "rate shock" to measure earnings volatility due to an immediate increase or decrease in market interest rates of up to 200 basis points; (3) simulations of net interest income under alternative balance sheet and interest rate scenarios. The Bank occasionally enters into interest rate swap agreements as hedges against its interest rate exposure. 18 8 IMPACT OF INFLATION AND CHANGING PRICES Massbank Corp.'s financial statements presented herein have been prepared in accordance with generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time, due to the fact that substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. RECENT ACCOUNTING PRONOUNCEMENTS ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES In June 1996, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This Statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occuring after December 31, 1996 and is to be applied prospectively. However, SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of SFAS No. 125," requires the deferral of implementation as it relates to repurchase agreements, dollar-rolls, securities lending and similar transactions until years beginning after December 31, 1997. Earlier or retrospective applications of this Statement is not permitted. SFAS No. 125 provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. Those standards are based on an approach that focuses on control, whereby after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. This Statement provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. The adoption of this pronouncement is not expected to have a significant effect on the Company's financial position or results of operations. RATE/VOLUME ANALYSIS The following table presents, for the years indicated, the changes in interest and dividend income and the changes in interest expense attributable to changes in interest rates and changes in the volume of earning assets and interest-bearing liabilities. A change attributable to both volume and rate has been allocated proportionately to the change due to volume and the change due to rate. 1996 COMPARED TO 1995 1995 COMPARED TO 1994 (IN THOUSANDS) INCREASE (DECREASE) INCREASE (DECREASE) YEARS ENDED DECEMBER 31, DUE TO DUE TO - ------------------------------------------------------------------------------------------------------------- VOLUME RATE TOTAL VOLUME RATE TOTAL - ------------------------------------------------------------------------------------------------------------- INTEREST AND DIVIDEND INCOME: Federal funds sold $ 265 $ (537) $ (272) $ 3,165 $ 908 $ 4,073 Short-term investments 986 (30) 956 273 19 292 Investment securities (3,580) 441 (3,139) (50) 1,619 1,569 Trading securities (2,043) (27) (2,070) (4,954) 1,867 (3,087) Mortgage-backed securities 6,449 (342) 6,107 2,363 46 2,409 Mortgage loans 675 (420) 255 (477) 44 (433) Other loans (263) (76) (339) 8 329 337 - ------------------------------------------------------------------------------------------------------------- Total interest and dividend income 2,489 (991) 1,498 328 4,832 5,160 - ------------------------------------------------------------------------------------------------------------- INTEREST EXPENSE: Deposits: Demand and NOW (10) (68) (78) (10) (23) (33) Savings (1,006) 376 (630) (4,206) 153 (4,053) Time certificates of deposit 2,995 (121) 2,874 6,163 2,668 8,831 Borrowed funds -- -- -- (1) -- (1) - ------------------------------------------------------------------------------------------------------------- Total interest expense 1,979 187 2,166 1,946 2,798 4,744 - ------------------------------------------------------------------------------------------------------------- Net interest income $ 510 $(1,178) $ (668) $(1,618) $2,034 $ 416 ============================================================================================================= 19 9 AVERAGE BALANCE SHEETS ==================================================================================================================================== (In thousands) Years ended December 31, 1996 1995 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Interest Average Interest Average Interest Average Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ Balance(4) Expense Rate(4) Balance(4) Expense Rate(4) Balance(4) Expense Rate(4) - ------------------------------------------------------------------------------------------------------------------------------------ ASSETS: Earning assets: Federal funds sold $ 95,253 $ 5,084 5.34% $ 90,589 $ 5,356 5.91% $ 32,724 $ 1,283 3.92% Short-term investments(2) 23,656 1,259 5.32 5,168 303 5.86 362 11 3.07 Investment securities 194,229 12,586 6.48 250,318 15,710 6.28 251,209 14,139 5.63 Mortgage-backed securities 277,409 19,353 6.98 184,976 13,246 7.16 152,026 10,837 7.13 Trading securities 9,719 563 5.79 45,012 2,633 5.85 141,479 5,720 4.04 Mortgage loans(1) 225,005 16,933 7.53 216,060 16,678 7.72 222,144 17,111 7.70 Other loans(1) 26,993 2,481 9.19 29,848 2,820 9.45 29,749 2,483 8.35 - ------------------------------------------------------ ------------------- ------------------- Total earning assets 852,264 58,259 6.84% 821,971 56,746 6.90% 829,693 51,584 6.22% - ------------------------------------------------------------------------------------------------------------------------------------ Allowance for loan losses 2,414 2,587 2,343 - ------------------------------------------------------------------------------------------------------------------------------------ Total earning assets less allowance for loan losses 849,850 819,384 827,350 Other assets 19,194 20,765 22,442 - ------------------------------------------------------------------------------------------------------------------------------------ Total assets $869,044 $840,149 $849,792 ==================================================================================================================================== LIABILITIES: Deposits: Demand and NOW $ 63,969 574 0.90% $ 64,946 652 1.00% $ 66,050 685 1.04% Savings 358,056 12,268 3.43 387,449 12,898 3.33 514,015 16,951 3.30 Time certificates of deposit 352,385 20,220 5.74 300,141 17,346 5.78 186,222 8,515 4.57 - ------------------------------------------------------ ------------------- ------------------- Total deposits 774,410 33,062 4.27 752,536 30,896 4.11 766,287 26,151 3.41 Borrowed funds -- -- -- -- -- -- 159 1 0.69 - ------------------------------------------------------ ------------------- ------------------- Total deposits and borrowed funds 774,410 33,062 4.27% 752,536 30,896 4.11% 766,446 26,152 3.41% - ------------------------------------------------------------------------------------------------------------------------------------ Other liabilities 6,106 5,365 6,245 Total liabilities 780,516 757,901 772,691 - ------------------------------------------------------------------------------------------------------------------------------------ STOCKHOLDERS' EQUITY: 88,528 82,248 77,101 Total liabilities and stockholders' equity $869,044 $840,149 $849,792 - ------------------------------------------------------------------------------------------------------------------------------------ Net interest income (tax- equivalent basis) 25,197 25,850 25,432 Less adjustment of tax- exempt interest income 150 135 133 - ------------------------------------------------------------------------------------------------------------------------------------ Net interest income $25,047 $ 25,715 $ 25,299 - ------------------------------------------------------------------------------------------------------------------------------------ Interest rate spread 2.57% 2.79% 2.81% - ------------------------------------------------------------------------------------------------------------------------------------ Net interest margin(3) 2.96% 3.15% 3.07% ==================================================================================================================================== <FN> (1) Loans on nonaccrual status are included in the average balance. (2) Short-term investments consist of interest-bearing deposits in banks and investments in money market funds. (3) Net interest income (tax equivalent basis) before provision for loan losses divided by average interest-earning assets. (4) Includes the effects of SFAS No. 115. 20 10 Independent Auditors' Report [LOGO KPMG] Peat Marwick LLP The Board of Directors and Stockholders Massbank Corp.: We have audited the accompanying consolidated balance sheets of Massbank Corp. and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Massbank Corp. and subsidiaries at December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the years in the three year period ended December 31, 1996, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Boston, Massachusetts January 17, 1997 21 11 MASSBANK CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - --------------------------------------------------------------------------------------------------------------------------------- (In thousands except share data) AT DECEMBER 31, 1996 1995 - --------------------------------------------------------------------------------------------------------------------------------- ASSETS: Cash and due from banks $ 6,612 $ 8,150 Short-term investments (Note 2) 134,310 117,505 - --------------------------------------------------------------------------------------------------------------------------------- Total cash and cash equivalents 140,922 125,655 - --------------------------------------------------------------------------------------------------------------------------------- Term federal funds sold 10,000 5,000 Interest-bearing deposits in banks 1,751 941 Securities held to maturity, at amortized cost (market value of $160 in 1996 and $402 in 1995) (Note 3) 160 402 Securities available for sale, at market value (amortized cost of $464,857 in 1996 and $443,638 in 1995) (Note 3) 471,752 456,101 Trading securities, at market value (Note 4) 4,672 6,819 Loans (Notes 5, 7 and 11): Mortgage loans 224,139 220,603 Other loans 25,522 28,582 - --------------------------------------------------------------------------------------------------------------------------------- Total loans 249,661 249,185 Less: allowance for loan losses (Note 6) 2,237 2,529 - --------------------------------------------------------------------------------------------------------------------------------- Net loans 247,424 246,656 - --------------------------------------------------------------------------------------------------------------------------------- Premises and equipment (Note 9) 4,095 4,226 Real estate acquired through foreclosure (Note 7) 503 255 Accrued interest receivable 5,647 7,280 Other assets 1,311 1,207 - --------------------------------------------------------------------------------------------------------------------------------- Total assets $888,237 $854,542 ================================================================================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY: Deposits (Notes 10 and 11): Demand and NOW $ 62,734 $ 66,413 Savings 357,658 356,598 Time certificates of deposit 369,139 332,057 Deposit acquisition premium, net of amortization (1,181) (1,411) - --------------------------------------------------------------------------------------------------------------------------------- Total deposits 788,350 753,657 Escrow deposits of borrowers 1,271 992 Employee stock ownership plan liability (Note 14) 937 1,093 Accrued and deferred income taxes payable (Note 12) 2,594 4,760 Other liabilities 2,835 3,223 - --------------------------------------------------------------------------------------------------------------------------------- Total liabilities 795,987 763,725 - --------------------------------------------------------------------------------------------------------------------------------- Commitments and contingent liabilities (Notes 8 and 9) Stockholders' equity (Notes 12, 13, 14 and 15): Preferred stock, par value $1.00 per share; 2,000,000 shares authorized, none issued -- -- Common stock, par value $1.00 per share; 10,000,000 shares authorized, 5,476,125 and 5,424,671 shares issued, respectively 5,476 5,425 Additional paid-in capital 57,858 56,842 Retained earnings 65,756 58,773 - --------------------------------------------------------------------------------------------------------------------------------- 129,090 121,040 Treasury stock at cost, 2,789,411 and 2,683,065 shares, respectively (39,904) (36,370) Net unrealized gains on securities available for sale, net of tax effect (Note 3) 4,001 7,240 Common stock acquired by ESOP (Note 14) (937) (1,093) - --------------------------------------------------------------------------------------------------------------------------------- Total stockholders' equity 92,250 90,817 - --------------------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $888,237 $854,542 ================================================================================================================================= See accompanying notes to consolidated financial statements. 22 12 MASSBANK CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME - -------------------------------------------------------------------------------------------------------------------------------- (In thousands except share data) YEARS ENDED DECEMBER 31, 1996 1995 1994 - -------------------------------------------------------------------------------------------------------------------------------- INTEREST AND DIVIDEND INCOME: Mortgage loans $16,933 $16,678 $17,111 Other loans 2,481 2,820 2,483 Securities available for sale: Mortgage-backed securities 19,353 13,246 10,837 Other securities 12,425 15,553 13,975 Trading securities 563 2,633 5,720 Federal funds sold 5,084 5,356 1,283 Other investments 1,270 325 42 - -------------------------------------------------------------------------------------------------------------------------------- Total interest and dividend income 58,109 56,611 51,451 - -------------------------------------------------------------------------------------------------------------------------------- INTEREST EXPENSE: Deposits: NOW 574 652 685 Savings 12,268 12,898 16,951 Time certificates of deposit 20,220 17,346 8,515 - -------------------------------------------------------------------------------------------------------------------------------- Total interest expense on deposits 33,062 30,896 26,151 Borrowed funds -- -- 1 - -------------------------------------------------------------------------------------------------------------------------------- Total interest expense 33,062 30,896 26,152 - -------------------------------------------------------------------------------------------------------------------------------- Net interest income 25,047 25,715 25,299 PROVISION FOR LOAN LOSSES (Note 6) 160 170 705 - -------------------------------------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses 24,887 25,545 24,594 - -------------------------------------------------------------------------------------------------------------------------------- NON-INTEREST INCOME: Deposit account service fees 932 923 974 Gains (losses) on securities, net 868 92 (533) Interest on tax settlements -- 51 1,188 Other 865 882 908 - -------------------------------------------------------------------------------------------------------------------------------- Total non-interest income 2,665 1,948 2,537 - -------------------------------------------------------------------------------------------------------------------------------- NON-INTEREST EXPENSE: Salaries and employee benefits 7,215 7,260 6,793 Occupancy and equipment 1,977 1,991 2,041 Data processing 608 608 640 Professional services 340 414 490 Deposit insurance 13 914 1,788 Write-down in loan valuation premium -- -- 282 Other 1,971 1,991 2,179 - -------------------------------------------------------------------------------------------------------------------------------- Total non-interest expense 12,124 13,178 14,213 - -------------------------------------------------------------------------------------------------------------------------------- Income before income taxes 15,428 14,315 12,918 INCOME TAX EXPENSE (Note 12) 6,001 5,556 4,733 - -------------------------------------------------------------------------------------------------------------------------------- Net income $ 9,427 $ 8,759 $ 8,185 ================================================================================================================================ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Primary 2,743,880 2,783,933 2,883,314 Fully diluted 2,746,016 2,806,095 2,885,358 EARNINGS PER SHARE (in dollars): Primary $ 3.44 $ 3.15 $ 2.84 Fully diluted 3.43 3.12 2.84 ================================================================================================================================ See accompanying notes to consolidated financial statements. 23 13 MASSBANK CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------------------------------------------------- (In thousands) YEARS ENDED DECEMBER 31, 1996 1995 1994 - -------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,427 $ 8,759 $ 8,185 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 441 462 520 Amortization of deposit acquisition premium 230 231 230 Amortization of loan valuation premium 64 64 361 Amortization of ESOP shares committed to be released 63 51 -- Charitable contribution of appreciated securities 5 -- -- (Increase) decrease in accrued interest receivable 1,633 (410) 36 Increase (decrease) in other liabilities (388) (2,924) 191 Decrease in current income taxes payable (75) (363) (1,379) Accretion of discounts on securities, net of amortization of premiums (1,052) (1,137) (729) Net trading securities activity 2,065 109,289 26,718 (Gains) losses on securities available for sale (950) 407 (308) (Gains) losses on trading securities 82 (499) 841 Increase in deferred mortgage loan origination fees, net of amortization 114 57 15 Deferred income tax expense (benefit) 238 276 (183) (Increase) decrease in other assets (74) (186) 270 Loans originated for sale (215) (455) (1,034) Loans sold 378 455 1,285 Provision for loan losses 160 170 705 Provisions for losses and writedowns on real estate acquired through foreclosure 32 25 49 (Gains) on sales of real estate acquired through foreclosure (26) -- (30) (Gains) on sales of premises and equipment (2) -- -- Increase (decrease) in escrow deposits of borrowers 279 26 (64) - -------------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 12,429 114,298 35,679 - -------------------------------------------------------------------------------------------------------------------------- (Continued) 24 14 MASSBANK CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) - ---------------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) YEARS ENDED DECEMBER 31, 1996 1995 1994 - ---------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of term federal funds (10,000) (50,000) -- Proceeds from maturities of term federal funds 5,000 45,000 -- Purchases of bank certificates of deposit (810) (941) -- Proceeds from sales of investment securities available for sale 49,940 6,035 28,329 Proceeds from maturities of investment securities held to maturity and available for sale 86,225 45,147 129,227 Purchases of investment securities available for sale (56,196) (57,789) (124,200) Purchases of mortgage-backed securities (135,854) (61,092) (85,886) Principal repayments of mortgage-backed securities 36,858 22,084 29,130 Principal repayments of tax-exempt bonds 17 18 17 Loans originated (51,152) (39,222) (46,672) Loan principal payments received 49,118 40,116 43,656 Purchases of premises and equipment (310) (360) (459) Proceeds from sale of premises and equipment 2 -- -- Proceeds from sale of real estate acquired through foreclosure 511 265 791 Net advances on real estate acquired through foreclosure -- (7) (22) - ---------------------------------------------------------------------------------------------------------------------------------- Net cash used in investing activities (26,651) (10,746) (26,089) - ---------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits 34,463 (6,250) (6,917) Net decrease in borrowed funds -- -- (73) Payments to acquire treasury stock (3,534) (3,082) (5,063) Issuance of common stock under stock option plan 738 891 840 Tax benefit resulting from stock options exercised 266 364 299 Cash dividends paid on common stock (2,459) (1,981) (1,692) Tax benefit resulting from dividends paid on unallocated shares held by the ESOP 15 -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities 29,489 (10,058) (12,606) - ---------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 15,267 93,494 (3,016) Cash and cash equivalents at beginning of year 125,655 32,161 35,177 - ---------------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 140,922 $125,655 $ 32,161 ================================================================================================================================== SUPPLEMENTAL CASH FLOW DISCLOSURES: CASH TRANSACTIONS: Cash paid during the year for interest $ 33,026 $ 30,984 $ 26,153 Cash paid during the year for taxes 5,557 5,230 4,828 NON-CASH TRANSACTIONS: SFAS 115: Increase (decrease) in stockholders' equity (3,239) 11,155 (8,067) Increase (decrease) in deferred tax liabilities (2,329) 8,194 (6,123) Securities reclassified from held to maturity to available for sale -- 202,800 -- Transfers from loans to real estate acquired through foreclosure 765 409 219 Transfers from other assets to securities available for sale -- 214 -- Purchase of securities incomplete (not settled) as of year end -- 138 2,992 Sales of securities incomplete (not settled) as of year end 30 -- -- ================================================================================================================================== See accompanying notes to consolidated financial statements. 25 15 MASSBANK CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - --------------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS EXCEPT SHARE DATA) YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 - --------------------------------------------------------------------------------------------------------------------------------- Net unrealized gains (losses) on securities Common Additional available for stock Common paid-in Retained Treasury sale, net of acquired stock capital earnings stock tax effect by ESOP Total - --------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1993 $3,522 $56,300 $45,502 $(28,225) $ 4,152 $(1,176) $80,075 Net Income -- -- 8,185 -- -- -- 8,185 Cash dividends declared ($0.60 per share) -- -- (1,692) -- -- -- (1,692) Net increase in liability to ESOP -- -- -- -- -- (73) (73) Purchase of treasury stock -- -- -- (5,063) -- -- (5,063) Exercise of stock options and related tax benefits 54 1,085 -- -- -- -- 1,139 Transfer resulting from three-for-two stock split 1,776 (1,776) -- -- -- -- -- Change in net unrealized gains (losses) on securities available for sale, net of tax effect -- -- -- -- (8,067) -- (8,067) - --------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1994 5,352 55,609 51,995 (33,288) (3,915) (1,249) 74,504 Net Income -- -- 8,759 -- -- -- 8,759 Cash dividends declared ($0.73 per share) -- -- (1,981) -- -- -- (1,981) Net decrease in liability to ESOP -- -- -- -- -- 156 156 Amortization of ESOP shares committed to be released -- 51 -- -- -- -- 51 Purchase of treasury stock -- -- -- (3,082) -- -- (3,082) Exercise of stock options and related tax benefits 73 1,182 -- -- -- -- 1,255 Change in net unrealized gains (losses) on securities available for sale, net of tax effect -- -- -- -- 11,155 -- 11,155 - --------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1995 5,425 56,842 58,773 (36,370) 7,240 (1,093) 90,817 Net Income -- -- 9,427 -- -- -- 9,427 Cash dividends declared ($0.92 per share) -- -- (2,459) -- -- -- (2,459) Tax benefit resulting from dividends paid on unallocated shares held by the ESOP -- -- 15 -- -- -- 15 Net decrease in liability to ESOP -- -- -- -- -- 156 156 Amortization of ESOP shares committed to be released -- 63 -- -- -- -- 63 Purchase of treasury stock -- -- -- (3,534) -- -- (3,534) Exercise of stock options and related tax benefits 51 953 -- -- -- -- 1,004 Change in net unrealized gains (losses) on securities available for sale, net of tax effect -- -- -- -- (3,239) -- (3,239) - --------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1996 $5,476 $57,858 $65,756 $(39,904) $ 4,001 $ (937) $92,250 ================================================================================================================================= See accompanying notes to consolidated financial statements. 26 16 MASSBANK CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Massbank Corp. (the "Company") is a Delaware chartered holding company whose principal subsidiary is Massbank (the "Bank"). The Bank operates fourteen full service banking offices in Reading, Melrose, Stoneham, Wilmington, Medford, Chelmsford, Tewksbury, Westford, Dracut and Lowell providing a variety of deposit, lending and trust services. As a Massachusetts chartered savings bank whose deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") and the Depositors Insurance Fund ("DIF"), the activities of the Bank are subject to regulation, supervision and examination by federal and state regulatory authorities, including, but not limited to the FDIC, the Massachusetts Commissioner of Banks and the DIF. In addition, as a bank holding company, the Company is subject to supervision, examination and regulation by the Board of Governors of the Federal Reserve System. BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Massbank, Readibank Properties, Inc., Readibank Equipment Corporation, Readibank Investment Corporation and Melbank Investment Corporation. All significant intercompany balances and transactions have been eliminated in consolidation. The accounting and reporting policies of the Company conform to generally accepted accounting principles and to general practices within the banking industry. In preparing the consolidated nancial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and income and expenses for the period. Material estimates that are particularly susceptible to change in the near term relate to the determination of the allowance for loan losses. Certain amounts in the prior years' consolidated financial statements were reclassified to permit comparison with the current fiscal year. The Company's reported per share amounts and average common and common equivalent shares outstanding for 1994 and prior years have been restated to reflect the Company's three-for-two stock split of September 9, 1994. INVESTMENTS IN DEBT AND EQUITY SECURITIES Under its investment policy, management determines the appropriate classification of securities at the time of purchase. Those debt securities that the Company has the intent and the ability to hold to maturity are classified as securities held to maturity and are carried at amortized historical cost. Those securities held for indefinite periods of time and not intended to be held to maturity are classified as available for sale. Securities held for indefinite periods of time include securities that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in interest rates, changes in prepayment risk, the need to increase regulatory capital and other similar factors. The Company records investment securities available for sale at aggregate market value with the net unrealized holding gains or losses reported, net of tax effect, as a separate component of stockholders' equity until realized. As of December 31, 1996, stockholders' equity included approximately $4.0 million, representing the net unrealized gains on securities available for sale, less applicable income taxes. Investment s classified as trading securities are stated at market value with unrealized gains and losses included in earnings. All of the Company's mortgage-backed securities are currently classified as available for sale. Prior to the fourth quarter of 1995, mortgage-backed securities were classified as securities held to maturity and stated at cost, which was adjusted for amortization of premiums and accretion of discounts by crediting or charging interest and dividend income over the life of the related securities using a method which approximated the level yield method. In the fourth quarter of 1995, the Company adopted the Financial Accounting Standards Board ("FASB") guidelines, "A Guide to Implementation of Statement 115 on Accounting for Certain Investments in Debt and Equity Securities," issued on November 15, 1995. Under these guidelines, the Company was allowed a one-time opportunity to reassess the appropriateness of its investment classifications and reclassify securities from the held to maturity category to the available for sale category, or vice versa. As a result of this reassessment and after thoughtful consideration, the Company reclassified all of its mortgage-backed securities from the held to maturity category to the available for sale category in accordance with the FASB guidelines. The total amortized cost of the securities reclassified was $202.8 million. These securities had total net unrealized gains of $3.7 million on the date they were reclassified. Income on debt securities is accrued and included in interest and dividend income. The specific identification method is used to determine realized gains and losses on sales of securities available for sale which are also reported in non-interest income under the caption "gains (losses) on securities." When a security suffers a loss in value which is considered other than temporary, such loss is recognized by a charge to earnings. 27 17 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) LOANS Loans are reported at the principal amount outstanding, net of unearned fees. Loan origination fees and related direct incremental loan origination costs are offset and the resulting net amount is deferred and amortized over the life of the loan using the level-yield method. The Bank generally does not accrue interest on loans which are 90 days or more past due. When a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed from income and all amortization of deferred loan fees is d iscontinued. Interest received on nonaccrual loans is either applied against principal or reported as income according to management's judgment as to the collectibility of principal. Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest. Effective January 1, 1995, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for Impairment of a Loan" and SFAS No. 118, "Accounting by Creditors for Impairment of a LoanIncome Recognition and Disclosures." These statements establish accounting standards for measuring impairment on loans for which it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. SFAS No. 114 requires impairment to be measured on a discounted cash flow method, or at the loan's observable market price, or at the fair value of the collateral if the loan is collateral dependent. However, impairment must be measured based on the fair value of the collateral if it is determined that foreclosure is probable. Impaired loans consist of all nonaccrual commercial loans. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is increased by provisions charged to operations based on management's assessment of many factors including the risk characteristics of the portfolio, underlying collateral, current and anticipated economic conditions that may affect the borrower's ability to pay, and trends in loan delinquencies and charge-offs. Realized losses, net of recoveries, are charged directly to the allowance. While management uses the information available in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on judgments different from those of management. PREMISES AND EQUIPMENT Land is carried at cost. Premises, equipment and leasehold impro vements are stated at cost, less accumulated depreciation and amortization computed primarily by use of the straight-line method over the estimated useful lives of the related assets or terms of the related leases. REAL ESTATE ACQUIRED THROUGH FORECLOSURE Real estate acquired through foreclosure is comprised of foreclosed properties where the Bank has actually received title and loans determined to be substantially repossessed. Real estate loans that are substantially repossessed include only those loans for which the Bank has taken possession of the collateral but has not completed legal foreclosure proceedings. Loan losses arising from the acquisition of such properties are charged against the allowance for loan losses. Real estate acquired through foreclosure is recorded at the lower of the carrying value of the loan or the fair value of the property constructively or actually received, less estimated costs to sell the property following foreclosure. Operating expenses and any subsequent provisions to reduce the carrying value to fair value are charged to current period earnings. Gains and losses upon disposition are reflected in earnings as realized. TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES Effective January 1, 1997, the Company will adopt SFASNo. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This Statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996 and is to be applied prospectively. However, SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of SFAS No. 125," requires the deferral of implementation as it relates to repurchase agreements, dollar-rolls, securities lending and similar transactions until years beginning after December 31, 1997. Earlier or retrospective applications of this Statement is not permitted. SFASNo. 125 provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. Those standards are based on an approach that focuses on control, whereby after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. This Statement provides consistent standards for distinguishing transfers of financial assets that are sal es from transfers that are secured borrowings. The adoption of this pronouncement is not expected to have a significant effect on the Company's financial position or results of operations. 28 18 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) DEPOSIT ACQUISITION PREMIUM The deposit acquisition premium arising from acquisitions is reported net of accumulated amortization. Such premium is being amortized on a straight-line basis over 10 years. PENSION PLAN The Bank accounts for pension benefits on the net periodic pension cost method for financial reporting purposes. This method recognizes the compensation cost of an employee's pension benefit over that employee's approximate service period. Pension costs are funded in the year of accrual using the aggregate cost method. EMPLOYEES' STOCK OWNERSHIP PLAN ("ESOP") The Company recognizes compensation cost equal to the fair value of the ESOP shares committed to be released. Dividends on unallocated ESOP shares are reported as a reduction of accrued interest on the ESOPloan. The Company reports loans from outside lenders to its ESOP as a liability on its balance sheet and reports interest cost on the debt. For earnings per share (EPS) computations, ESOP shares that have been committed to be released are considered outstanding. ESOP shares that have not been committed to be released are not considered outstanding. STOCK-BASED COMPENSATION On January 1, 1996, the Company adopted SFAS No. 123, "Accounting for Stock-Based Compensation." The Statement establishes financial accounting and reporting standards for stock-based compensation plans. SFAS No. 123 encourages, but does not require, a fai r value based method of accounting for stock-based compensation plans. The statement allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method prescribed by Accounting Principles Board ("APB") Opinion No. 25. For those entities electing to use the intrinsic value based method, SFAS No. 123 requires pro forma disclosures of net income and earnings per share computed as if the fair value based method had been applied. The Company continues to account for stock-based compensation costs under APB Opinion No. 25. EARNINGS PER COMMON SHARE The computation of earnings per common share is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the year. Stock options, when dilutive, are included as common stock equivalents using the treasury stock method. For earnings per share computations, ESOP shares that have been committed to be released are considered outstanding. ESOP shares that have not been committed to be released are not considered outstanding. All share information set forth herein has been adjusted to reflect the 3-for-2 split of the Company's common stock effective September 9, 1994. CASH AND CASH EQUIVALENTS For purposes of reporting cash flows, cash and cash equivalents consist of cash and due from banks, and short-term investments with original maturities of less than 90 days. As a nonmember of the Federal Reserve System, the Bank is required to maintain certain reserve requirements of vault cash and/or deposits with the Federal Reserve Bank of Boston. The amount of this reserve requirement, included in "Cash and Due from Banks," was $3.2 million and $2.1 million at December 31, 1996 and 1995, respectively. INCOME TAXES The Bank recognizes income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of the Bank's assets and liabilities at enacted tax rates expected to be in effect when the amounts related to such temporary differences are realized or settled. The Bank's deferred tax asset is reviewed and adjustments to such asset are recognized as deferred income tax expense or benefit based upon management's judgment relating to the realizability of such asset. Based on the Bank's historical and current pre-tax earnings, management believes it is more likely than not that the Bank will realize its existing gross deferred tax asset. The Company and its subsidiaries file state and consolidated federal income tax returns on an October 31 year-end. 29 19 2. SHORT-TERM INVESTMENTS Short-term investments consist of the following: --------------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 1995 --------------------------------------------------------------------------------------------------------------------------------- Federal funds sold (overnight) $109,902 $100,245 Term federal funds sold -- 10,000 Money market funds 24,408 7,260 --------------------------------------------------------------------------------------------------------------------------------- Total short-term investments $134,310 $117,505 ================================================================================================================================= The investments above are stated at cost which approximates market value and have original maturities of 90 days or less. 3. INVESTMENT SECURITIES The amortized cost and market value of investment securities follows: --------------------------------------------------------------------------------------------------------------------------------- GROSS GROSS AMORTIZED UNREALIZED UNREALIZED MARKET (IN THOUSANDS) AT DECEMBER 31, 1996 COST GAINS LOSSES VALUE --------------------------------------------------------------------------------------------------------------------------------- Securities held to maturity: Other bonds and obligations $ 160 $ -- $ -- $ 160 --------------------------------------------------------------------------------------------------------------------------------- Total securities held to maturity 160 -- -- 160 --------------------------------------------------------------------------------------------------------------------------------- Securities available for sale: Debt securities: U.S. Treasury obligations 139,197 1,509 -- 140,706 U.S. Government agency obligations 7,899 31 (53) 7,877 Other bonds and obligations 1,000 -- -- 1,000 --------------------------------------------------------------------------------------------------------------------------------- Total 148,096 1,540 (53) 149,583 --------------------------------------------------------------------------------------------------------------------------------- Mortgage-backed securities: Government National Mortgage Association 69,903 987 (480) 70,410 Federal Home Loan Mortgage Corporation 226,130 1,878 (1,920) 226,088 Federal National Mortgage Association 9,261 356 -- 9,617 Other 453 27 -- 480 --------------------------------------------------------------------------------------------------------------------------------- Total mortgage-backed securities 305,747 3,248 (2,400) 306,595 --------------------------------------------------------------------------------------------------------------------------------- Total debt securities 453,843 4,788 (2,453) 456,178 --------------------------------------------------------------------------------------------------------------------------------- Equity securities 11,014 4,624 (64) 15,574 --------------------------------------------------------------------------------------------------------------------------------- Total securities available for sale 464,857 $9,412 $(2,517) $471,752 --------------------------------------------------------------------------------------------------------------------------------- Net unrealized gains on securities available for sale 6,895 --------------------------------------------------------------------------------------------------------------------------------- Total securities available for sale, net 471,752 --------------------------------------------------------------------------------------------------------------------------------- Total investment securities, net $471,912 ================================================================================================================================= 30 20 3. INVESTMENT SECURITIES (continued) -------------------------------------------------------------------------------------------------------------------------------- GROSS GROSS AMORTIZED UNREALIZED UNREALIZED MARKET (IN THOUSANDS) AT DECEMBER 31, 1996 COST GAINS LOSSES VALUE -------------------------------------------------------------------------------------------------------------------------------- Securities held to maturity: Other bonds and obligations $ 402 $ -- $ -- $ 402 -------------------------------------------------------------------------------------------------------------------------------- Total securities held to maturity 402 -- -- 402 -------------------------------------------------------------------------------------------------------------------------------- Securities available for sale: Debt securities: U.S. Treasury obligations 207,771 4,387 (43) 212,115 U.S. Government agency obligations 13,994 178 -- 14,172 Other bonds and obligations 1,996 10 (2) 2,004 -------------------------------------------------------------------------------------------------------------------------------- Total 223,761 4,575 (45) 228,291 -------------------------------------------------------------------------------------------------------------------------------- Mortgage-backed securities: Government National Mortgage Association 81,411 2,160 (19) 83,552 Federal Home Loan Mortgage Corporation 116,500 2,339 (100) 118,739 Federal National Mortgage Association 12,886 574 -- 13,460 Other 726 43 -- 769 -------------------------------------------------------------------------------------------------------------------------------- Total mortgage-backed securities 211,523 5,116 (119) 216,520 -------------------------------------------------------------------------------------------------------------------------------- Total debt securities 435,284 9,691 (164) 444,811 -------------------------------------------------------------------------------------------------------------------------------- Equity securities 8,354 2,961 (25) 11,290 -------------------------------------------------------------------------------------------------------------------------------- Total securities available for sale 443,638 $12,652 $(189) $456,101 -------------------------------------------------------------------------------------------------------------------------------- Net unrealized gains on securities available for sale 12,463 -------------------------------------------------------------------------------------------------------------------------------- Total securities available for sale, net 456,101 -------------------------------------------------------------------------------------------------------------------------------- Total investment securities, net $456,503 ================================================================================================================================ During the years ended December 31, 1996, 1995 and 1994, the Company realized gains and losses on sales of securities available for sale as follows: -------------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 1995 1994 REALIZED REALIZED REALIZED GAINS LOSSES GAINS LOSSES GAINS LOSSES -------------------------------------------------------------------------------------------------------------------------------- U.S. Treasury obligations $ 118 $(103) $ 4 $(889) $ -- $(382) Mortgage-backed securities -- (166) -- -- -- -- Marketable equity securities 1,146 (45) 574 (96) 724 (34) -------------------------------------------------------------------------------------------------------------------------------- Total realized gains (losses) $1,264 $(314) $578 $(985) $724 $(416) ================================================================================================================================ Proceeds from sales of debt securities available for sale during 1996, 1995 and 1994 were $40.8 million, $41.9 million and $25.6 million , respectively. Proceeds from sales of marketable equity securities available for sale during 1996, 1995 and 1994, were $9.1 million, $4.1 million and $2.7 million, respectively. There were no sales of investment securities held-to-maturity during 1996, 1995 and 1994. 31 21 3. INVESTMENT SECURITIES (continued) The amortized cost and market value of debt securities held to maturity and debt securities available for sale by contractual maturity are as follows: --------------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 1995 --------------------------------------------------------------------------------------------------------------------------------- AMORTIZED MARKET AMORTIZED MARKET COST VALUE COST VALUE --------------------------------------------------------------------------------------------------------------------------------- Investment securities held to maturity: Other bonds and obligations: Maturing within 1 year $ -- $ -- $ 225 $ 225 Maturing after 5 years but within 10 years 111 111 124 124 Maturing after 10 years but within 15 years 49 49 53 53 --------------------------------------------------------------------------------------------------------------------------------- Total debt securities held to maturity 160 160 402 402 ================================================================================================================================= Investment securities available for sale: U.S. Treasury obligations: Maturing within 1 year 55,820 56,120 75,948 76,251 Maturing after 1 year but within 5 years 80,390 81,566 128,838 132,716 Maturing after 5 years but within 10 years 2,987 3,020 2,985 3,148 --------------------------------------------------------------------------------------------------------------------------------- Total 139,197 140,706 207,771 212,115 --------------------------------------------------------------------------------------------------------------------------------- U.S. Government agency obligations: Maturing within 1 year -- -- 6,995 7,103 Maturing after 1 year but within 5 years 6,899 6,904 6,999 7,069 Maturing after 5 years but within 10 years 1,000 973 -- -- --------------------------------------------------------------------------------------------------------------------------------- Total 7,899 7,877 13,994 14,172 --------------------------------------------------------------------------------------------------------------------------------- Other bonds and obligations: Maturing within 1 year 1,000 1,000 999 997 Maturing after 1 year but within 5 years -- -- 997 1,007 --------------------------------------------------------------------------------------------------------------------------------- Total 1,000 1,000 1,996 2,004 --------------------------------------------------------------------------------------------------------------------------------- Mortgage-backed securities: Maturing after 1 year but within 5 years 2,408 2,458 38 38 Maturing after 5 years but within 10 years 15,975 16,544 21,967 22,846 Maturing after 10 years but within 15 years 287,364 287,593 189,518 193,636 --------------------------------------------------------------------------------------------------------------------------------- Total 305,747 306,595 211,523 216,520 --------------------------------------------------------------------------------------------------------------------------------- Total debt securities available for sale 453,843 456,178 435,284 444,811 --------------------------------------------------------------------------------------------------------------------------------- Net unrealized gains on debt securities available for sale 2,335 -- 9,527 -- --------------------------------------------------------------------------------------------------------------------------------- Total debt securities available for sale, net carrying value $456,178 $456,178 $444,811 $444,811 ================================================================================================================================= Mortgage-backed securities are shown at their contractual maturity but are expected to have shorter average lives due to prepayments. 32 22 4. TRADING SECURITIES The amortized cost and market values of trading securities are as follows: - -------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 1995 - -------------------------------------------------------------------------------- Amortized Market Amortized Market Cost Value Cost Value - -------------------------------------------------------------------------------- Investments in mutual funds $4,790 $4,672 $6,834 $6,819 - -------------------------------------------------------------------------------- Total trading securities $4,790 $4,672 $6,834 $6,819 - -------------------------------------------------------------------------------- During the years ended December 31, 1996, 1995 and 1994, the Company realized gains and losses on sales of trading securities as follows: - -------------------------------------------------------------------------------- (IN THOUSANDS) YEARS ENDED DECEMBER 31, 1996 1995 1994 - -------------------------------------------------------------------------------- Realized Realized Realized Gains Losses Gains Losses Gains Losses - -------------------------------------------------------------------------------- U.S. Treasury obligations $-- $ -- $20 $ -- $3 $ (52) Investments in mutual funds -- (44) -- (133) 6 (271) Marketable equity securities 65 -- 4 -- - -- - -------------------------------------------------------------------------------- Total realized gains (losses) $65 $(44) $24 $(133) $9 $(323) ================================================================================ Proceeds from sales of trading securities during 1996, 1995 and 1994 were $3.1 million, $26.5 million and $81.1 million, respectively. Unrealized gains or (losses) included in income in 1996, 1995 and 1994 were $(103) thousand, $608 thousand and $(532) thousand, respectively. 5. LOANS The Bank's lending activities are conducted principally in the local communities in which it operates banking offices, and to a lesser extent, in selected areas of Massachusetts and southern New Hampshire. The Bank offers single family and multi-family residential mortgage loans, mortgage loans secured by commercial or investment property such as apartment buildings and commercial or corporate facilities, and a variety of consumer loans. The Bank also offers loans for the construction of residential homes, multi-family properties and for land development. Most loans granted by the Bank are either collateralized by real estate or guaranteed by federal or local governmental authorities. The ability of single family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the borrowers' geographic areas. The ability of commercial real estate and construction loan borrowers to honor their repayment commitments is generally dependent on the economic health of the real estate sector in the borrowers' geographic areas and the overall economy. 33 23 5. LOANS (continued) The composition of the Bank's loan portfolio is summarized as follows: - -------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 1995 - -------------------------------------------------------------------------------- Mortgage loans: Residential: Conventional: Fixed rate $ 168,000 $ 163,691 Variable rate 48,832 45,717 FHA and VA 2,515 3,244 Commercial 4,121 6,975 Construction 1,388 1,516 - -------------------------------------------------------------------------------- Total mortgage loans 224,856 221,143 Add: premium on loans 325 388 Less: deferred mortgage loan origination fees (1,042) (928) - -------------------------------------------------------------------------------- Mortgage loans, net 224,139 220,603 - -------------------------------------------------------------------------------- Other loans: Consumer: Installment 1,967 1,988 Guaranteed education 9,729 10,420 Other secured 1,611 2,012 Home equity lines of credit 11,316 13,144 Unsecured 271 265 - -------------------------------------------------------------------------------- Total consumer loans 24,894 27,829 Commercial 628 753 - -------------------------------------------------------------------------------- Total other loans 25,522 28,582 - -------------------------------------------------------------------------------- Total loans $ 249,661 $ 249,185 - -------------------------------------------------------------------------------- In the ordinary course of business, the Bank makes loans to its directors, officers and their associates and affiliated companies ("related parties") at substantially the same terms as those prevailing at the time of origination for comparable transactions with unrelated borrowers. An analysis of total related party loans for the year ended December 31, 1996 follows: - -------------------------------------------------------------------------------- (IN THOUSANDS) - -------------------------------------------------------------------------------- Balance at December 31, 1995 $ 2,810 Additions 142 Repayments (2,557) - -------------------------------------------------------------------------------- Balance at December 31, 1996 $ 395 ================================================================================ 34 24 6. ALLOWANCE FOR LOAN LOSSES An analysis of the activity in the allowance for loan losses is as follows: - -------------------------------------------------------------------------------- (IN THOUSANDS) YEARS ENDED DECEMBER 31, 1996 1995 1994 - -------------------------------------------------------------------------------- Balance at beginning of year $ 2,529 $ 2,566 $ 2,261 Provision for loan losses 160 170 705 Recoveries of loans previously charged-off 90 42 26 - -------------------------------------------------------------------------------- Total 2,779 2,778 2,992 - -------------------------------------------------------------------------------- Less charge-offs: Mortgage loans (480) (124) (339) Other loans (62) (125) (87) - -------------------------------------------------------------------------------- Balance at end of year $ 2,237 $ 2,529 $ 2,566 ================================================================================ The following table shows the allocation of the allowance for loan losses by category of loans at December 31, 1996, 1995 and 1994. (IN THOUSANDS) AT DECEMBER 31, 1996 1995 1994 Percentage Percentage Percentage of Loans of Loans of Loans Amount to Total Amount to Total Amount to Total - ------------------------------------------------------------------------------------- Mortgage loans: Residential $1,915 88% $2,101 86% $1,908 84% Commercial 3 2 104 3 67 3 Consumer loans 119 10 237 11 134 12 Other loans 57 -- 61 -- 56 1 Unallocated 143 -- 26 -- 401 -- - ------------------------------------------------------------------------------------- Total $2,237 100% $2,529 100% $2,566 100% ===================================================================================== 7. NON-PERFORMING ASSETS The following schedule summarizes non-performing assets at the dates shown: - -------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 1995 1994 - -------------------------------------------------------------------------------- Total nonaccrual loans $1,601 $2,428 $2,098 Total real estate acquired through foreclosure 503 255 129 - -------------------------------------------------------------------------------- Total non-performing assets $2,104 $2,683 $2,227 ================================================================================ Percent of non-performing loans to total loans 0.64% 0.97% 0.84% Percent of non-performing assets to total assets 0.24% 0.31% 0.26% The reduction in interest income associated with nonaccrual loans is as follows: - ------------------------------------------------------------------------------------------------------ (IN THOUSANDS) YEARS ENDED DECEMBER 31, 1996 1995 1994 - ------------------------------------------------------------------------------------------------------ Interest income that would have been recorded under original terms $149 $204 $185 Interest income actually recorded 78 60 88 - ------------------------------------------------------------------------------------------------------ Reduction in interest income $ 71 $144 $ 97 ====================================================================================================== At December 31, 1996 and 1995, the Company had no impaired loans as defined in SFAS114. Additionally, the Company had no impaired loans during 1996 and its average recorded investment in impaired loans during the year ended December 31, 1995 was negligible. 35 25 8. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include com mitments to extend credit and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts reflect the extent of involvement the Bank has in particular classes of these instruments. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. - ---------------------------------------------------------------------------------------------------- CONTRACT OR NOTIONAL AMOUNT (IN THOUSANDS) AT DECEMBER 31, 1996 1995 - ---------------------------------------------------------------------------------------------------- Financial instruments whose contract amounts represent credit risk: Commitments to originate residential mortgage loans $ 4,264 $ 3,466 Unadvanced portions of construction loans 332 444 Unused credit lines, including unused portions of equity lines of credit 19,546 20,714 ==================================================================================================== Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's credit-worthiness on a case-by-case basis. The amount of collateral obtained, if any, is based on management's credit evaluation of the borrower. 9. PREMISES AND EQUIPMENT A summary of premises and equipment and their estimated useful lives used for depreciation purposes is as follows: - -------------------------------------------------------------------------------- ESTIMATED USEFUL LIFE (IN THOUSANDS) AT DECEMBER 31, 1996 1995 (IN YEARS) - -------------------------------------------------------------------------------- Premises: Land $1,168 $1,168 -- Buildings 3,395 3,395 15-45 Building and leasehold improvements 1,587 1,449 3-30 Equipment 3,093 2,921 3-20 - -------------------------------------------------------------------------------- 9,243 8,933 Less: accumulated depreciation and amortization 5,148 4,707 - -------------------------------------------------------------------------------- Total premises and equipment, net $4,095 $4,226 ================================================================================ The Bank is obligated under a number of noncancelable operating leases for various banking offices. These operating leases expire at various dates through 2006 with options for renewal. Rental expenses for the years ended December 31, 1996, 1995 and 1994 amounted to $508 thousand, $494 thousand and $484 thousand, respectively. The minimum rental commitments, with initial or remaining terms of one year or more exclusive of operating costs and real estate taxes to be paid by the Bank under these leases, as of December 31, 1996, are as follows: - -------------------------------------------------------------------------------- (IN THOUSANDS) YEARS ENDING DECEMBER 31, PAYMENTS - -------------------------------------------------------------------------------- 1997 $ 511 1998 454 1999 374 2000 176 2001 176 Later years 240 - -------------------------------------------------------------------------------- Total $1,931 ================================================================================ 36 26 10. DEPOSITS Deposits are summarized as follows: - ----------------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 1995 - ----------------------------------------------------------------------------------------- Amount Rate Amount Rate - ----------------------------------------------------------------------------------------- Demand and NOW: NOW accounts $ 45,352 1.16% $ 51,197 1.23% Demand accounts 17,382 -- 15,216 -- - ----------------------------------------------------------------------------------------- Total demand and NOW 62,734 0.84 66,413 0.95 - ----------------------------------------------------------------------------------------- Savings: Regular savings and special notice accounts 333,834 3.49 330,230 3.39 Money market accounts 23,824 3.12 26,368 3.28 - ----------------------------------------------------------------------------------------- Total savings 357,658 3.47 356,598 3.38 - ----------------------------------------------------------------------------------------- Time certificates: Fixed rate certificates 303,722 5.52 274,684 5.80 Variable rate certificates 65,417 6.37 57,373 6.65 - ----------------------------------------------------------------------------------------- Total time certificates 369,139 5.67 332,057 5.95 - ----------------------------------------------------------------------------------------- Deposit acquisition premium, net of amortization (1,181) -- (1,411) -- - ----------------------------------------------------------------------------------------- Total deposits $788,350 4.29% $753,657 4.30% ========================================================================================= The maturity distribution and related rate structure of the Bank's time certificates at December 31, 1996 follows: - -------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 - -------------------------------------------------------------------------------- Average Amount Interest Rate - ------------------------------------------------------------------------------- Due within 3 months $ 89,757 5.44% Due within 3-6 months 67,602 5.33 Due within 6-12 months 84,180 5.77 Due within 1-2 years 89,687 5.84 Due within 2-3 years 34,900 6.24 Due within 3-5 years 2,825 5.81 Thereafter 188 6.20 - -------------------------------------------------------------------------------- Total $369,139 5.67% ================================================================================ At December 31, the Bank had individual time certificates of deposit over $100 thousand maturing as follows: - -------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 1995 - -------------------------------------------------------------------------------- Due within 3 months $18,834 $ 8,969 Due within 3-6 months 7,479 6,206 Due within 6-12 months 15,327 14,311 Due within 1-2 years 13,545 10,964 Due within 2-3 years 5,411 4,387 Due within 3-5 years 439 1,411 Thereafter -- 101 - -------------------------------------------------------------------------------- Total $61,035 $46,349 ================================================================================ 37 27 11. FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," requires that the Bank disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Bank's financial instruments. CASH AND DUE FROM BANKS, SHORT-TERM INVESTMENTS AND ACCRUED INTEREST RECEIVABLE The carrying amounts for these financial instruments approximate fair value because they mature in 90 days or less. INTEREST-BEARING DEPOSITS IN BANKS AND TERM FEDERAL FUNDS SOLD The carrying amounts of the interest-bearing deposits in banks and term federal funds sold reported in the balance sheet at December 31, 1996 and 1995 approximate fair value. SECURITIES The fair value of investment securities is estimated based on bid prices published in financial newspapers or bid quotations received from securities dealers. Refer to Notes 3 and 4 for the carrying value and estimated fair value of investment securities at December 31, 1996 and 1995. Statement 107 specifies that fair values should be calculated based on the value of one unit without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications, or estimated transaction costs. LOANS Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as residential mortgage, commercial real estate, consumer and other. The fair values of residential, commercial, and certain consumer and other loans are calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. The estimate of maturity is based on the Bank's historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions. For certain variable rate consumer loans, including home equity lines of credit, carrying value approximates fair value. Assumptions regarding credit risk, cash flows, and discount rates are judgmentally determined using available market information. The following table presents information for loans: - -------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 1995 - -------------------------------------------------------------------------------- Carrying Calculated Carrying Calculated Amount Fair Value Amount Fair Value - -------------------------------------------------------------------------------- Real estate: Residential: Adjustable $ 49,261 $ 49,240 $ 46,101 $ 46,632 Fixed 170,774 171,766 167,539 171,096 Commercial: Adjustable 4,034 4,047 6,569 6,410 Fixed 70 75 394 400 Consumer and other 25,522 25,527 28,582 28,393 - -------------------------------------------------------------------------------- Total loans 249,661 250,655 249,185 252,931 Less: allowance for loan losses 2,237 -- 2,529 -- - -------------------------------------------------------------------------------- Net loans $247,424 $250,655 $246,656 $252,931 ================================================================================ 38 28 11. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued) DEPOSIT LIABILITIES Under Statement 107, the fair value of deposits with no stated maturity, such as demand deposits, NOW accounts, regular savings and special notice accounts, and money market accounts, is equal to the amount payable on demand as of December 31, 1996 and 1995. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. - ------------------------------------------------------------------------------------------------ (IN THOUSANDS) AT DECEMBER 31, 1996 1995 - ------------------------------------------------------------------------------------------------ Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value - ------------------------------------------------------------------------------------------------ Demand accounts $ 17,382 $ 17,382 $ 15,216 $ 15,216 NOW accounts 45,352 45,352 51,197 51,197 Regular savings and special notice accounts 333,834 333,834 330,230 330,230 Money market accounts 23,824 23,824 26,368 26,368 Time certificates 369,139 371,368 332,057 334,641 Deposit acquisition premium, net of amortization (1,181) -- (1,411) -- - ------------------------------------------------------------------------------------------------ Total deposits 788,350 791,760 753,657 757,652 Escrow deposits of borrowers 1,271 1,271 992 992 - ------------------------------------------------------------------------------------------------ Total $ 789,621 $793,031 $ 754,649 $758,644 ================================================================================================ The fair value estimates and the carrying amounts above do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market. COMMITMENTS TO EXTEND CREDIT The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The Bank estimates the fair value of the cost to terminate commitments to advance funds on construction loans and for residential mortgage loans in the pipeline at December 31, 1996 and 1995 to be immaterial. Unused credit lines, including unused portions of equity lines of credit, are at floating interest rates and therefore there is no fair value adjustment. LIMITATIONS Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Bank's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, the Bank has a trust department that contributes net fee income annually. The trust department is not considered a financial instrument, and its value has not been incorporated into the fair value estimates. Other significant assets and liabilities that are not considered financial assets or liabilities include deferred tax liabilities, premises and equipment and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in many of the estimates. 39 29 12. INCOME TAXES Income tax payable (receivable) was allocated as follows: - -------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 1995 - -------------------------------------------------------------------------------- Current income tax payable (receivable): Federal $ 633 $ 894 State 172 (14) - -------------------------------------------------------------------------------- Total current income tax payable 805 880 - -------------------------------------------------------------------------------- Deferred income tax payable: Federal 1,327 2,878 State 462 1,002 - -------------------------------------------------------------------------------- Total deferred income tax payable 1,789 3,880 - -------------------------------------------------------------------------------- Total income tax payable $2,594 $4,760 ================================================================================ Income tax expense (benefit) was allocated as follows: - -------------------------------------------------------------------------------- (IN THOUSANDS) YEARS ENDED DECEMBER 31, 1996 1995 1994 - -------------------------------------------------------------------------------- Current income tax expense: Federal $ 4,641 $ 4,209 $ 3,635 State 1,122 1,071 1,265 - -------------------------------------------------------------------------------- Total current tax expense 5,763 5,280 4,900 ================================================================================ Deferred income tax expense (benefit): Federal 194 183 (164) State 53 115 (28) Change in valuation reserve (9) (22) 25 - -------------------------------------------------------------------------------- Total deferred tax expense (benefit) 238 276 (167) - -------------------------------------------------------------------------------- Total income tax expense $ 6,001 $ 5,556 $ 4,733 ================================================================================ Income tax expense attributable to income from operations for the years ended December 31, differed from the amounts computed by applying the federal income tax rate of 35 percent as a result of the following: - ----------------------------------------------------------------------------------------- (IN THOUSANDS) Years ended December 31, 1996 1995 1994 - ----------------------------------------------------------------------------------------- Computed "expected" income tax expense at statutory rate $5,400 $5,010 $4,521 Increase (reduction) in income taxes resulting from: State and local income taxes, net of federal benefit 764 771 804 Recognition of previously unrecognized tax benefits -- -- (462) Dividends received deduction (94) (72) (71) Other (60) (131) (84) Change in valuation reserve (9) (22) 25 - ----------------------------------------------------------------------------------------- Income tax expense $6,001 $5,556 $4,733 - ----------------------------------------------------------------------------------------- Effective income tax rate 38.9% 38.8% 36.6% - ----------------------------------------------------------------------------------------- 40 30 12. INCOME TAXES (continued) At December 31, 1996 and 1995, the Bank had gross deferred tax assets and gross deferred tax liabilities as follows: - -------------------------------------------------------------------------------- (IN THOUSANDS) AT DECEMBER 31, 1996 1995 - -------------------------------------------------------------------------------- Deferred tax assets: Loan losses $ 248 $ 455 Deferred loan fees, net 256 405 Deferred compensation and pension cost 409 485 Depreciation 35 39 Purchase accounting 194 70 Other 45 37 - -------------------------------------------------------------------------------- Gross deferred tax asset 1,187 1,491 Valuation reserve (9) (18) - -------------------------------------------------------------------------------- Net deferred tax asset 1,178 1,473 - -------------------------------------------------------------------------------- Deferred tax liabilities: Valuation of securities 2,894 5,223 Other unrealized securities gains 56 100 Other 17 30 - -------------------------------------------------------------------------------- Gross deferred tax liability 2,967 5,353 - -------------------------------------------------------------------------------- Net deferred tax liability $(1,789) $(3,880) ================================================================================ Based on the Company's historical and current pretax earnings, management believes it is more likely than not that the Company will realize the gross deferred tax asset existing at December 31, 1996. The primary sources of recovery of the gross federal deferred tax asset are federal income taxes paid of $11.9 million in 1996, 1995 and 1994 that are available for carryback and the expectation that the existing net deductible temporary differences will reverse during periods in which the Company generates net taxable income. Since there is no carryback provision for state income tax purposes, management believes the existing net deductible temporary differences which give rise to the gross deferred state income tax asset will reverse during periods in which the Company generates net taxable income. There can be no assurance, however, that the Company will generate any earnings or any specific level of continuing earnings. In August, 1996, the provisions repealing the current thrift bad debt rules were passed by Congress as part of "The Small Business Job Protection Act of 1996." The new rules eliminate the 8% of taxable income method for deducting additions to the tax bad debt reserves for all thrifts for tax years beginning after December 31, 1995. These rules also require that all thrift institutions recapture all or a portion of their bad debt reserves added since the base year (last taxable year beginning before January 1, 1988). The Bank has previously recorded a deferred tax liability equal to the bad debt recapture and, as such, the new rules will have no effect on net income or income tax expense. The unrecaptured base year reserves will not be subject to recapture as long as the institution continues to carry on the business of banking. In addition, the balance of the pre-1988 bad debt reserves continues to be subject to provisions of present law that require recapture in the case of certain excess distributions to shareholders. The tax effect of pre-1988 bad debt reserves subject to recapture in the case of certain excess distributions is approximately $7.3 million. 41 31 13. STOCKHOLDERS' EQUITY The Company may not declare or pay cash dividends on its shares of common stock if the effect thereof would cause its stockholders' equity to be reduced below or to otherwise violate legal or regulatory requirements. Substantially all of the Company's retained earnings are unrestricted at December 31, 1996. The Bank is a Federal Deposit Insurance Corporation insured institution subject to the FDIC regulatory capital requirements. The FDIC regulations require all FDIC insured institutions to maintain minimum levels of Tier I capital. Highly rated banks (i.e., those with a composite rating of 1 under the CAMEL rating system) are required to maintain a minimum leverage ratio of Tier I capital to total average assets of at least 3.00%. An additional 100 to 200 basis points are required for all but these most highly rated institutions. The Bank is also required to maintain a minimum level of risk-based capital. Under the new risk-based capital standards, FDIC insured institutions must maintain a Tier I capital to risk-weighted assets ratio of 4.00% and are generally expected to meet a minimum total qualifying capital to risk-weighted assets ratio of 8.00%. The new risk-based capital guidelines take into consideration risk factors, as defined by the regulators, associated with various categories of assets, both on and off the balance sheet. Under the guidelines, capital strength is measured in two tiers which are used in conjunction with risk adjusted assets to determine the risk-based capital ratios. Tier II capital components include supplemental capital components such as qualifying allowance for loan losses and qualifying subordinated debt. Tier I capital plus the Tier II capital components is referred to as total qualifying capital. The capital ratios of the Company and its principal subsidiary "Massbank" set forth below currently exceed the minimum ratios for "well capitalized" banks as defined by federal regulators. - -------------------------------------------------------------------------------------------------------- (IN THOUSANDS) FOR CAPITAL TO BE WELL AT DECEMBER 31, 1996 ACTUAL ADEQUACY PURPOSES CAPITALIZED(1) - -------------------------------------------------------------------------------------------------------- Amount Ratio Amount Ratio Amount Ratio - -------------------------------------------------------------------------------------------------------- Tier I Capital (to Average Assets): Massbank Corp. (consolidated) $87,068 10.09% $25,899 3.00% N/A -- Massbank (the "Bank") 85,688 9.93 25,899 3.00 $43,165 5.00% Tier I Capital (to Risk-Weighted Assets): Massbank Corp. (consolidated) 87,068 33.41 10,423 4.00 N/A -- Massbank (the "Bank") 85,688 32.88 10,423 4.00 15,634 6.00 Total Capital (to Risk-Weighted Assets): Massbank Corp. (consolidated) 89,305 34.27 20,846 8.00 N/A -- Massbank (the "Bank") 87,925 33.74 20,846 8.00 26,057 10.00 ======================================================================================================== (1) This column presents the minimum amounts and ratios that a financial institution must have to be categorized as adequately capitalized. 42 32 14. EMPLOYEE BENEFITS PENSION PLAN The Bank sponsors a noncontributory defined benefit pension plan that covers all employees who meet specified age and length of service requirements, which is administered by the Savings Banks Employees Retirement Association ("SBERA"). The plan provides for benefits to be paid to eligible employees at retirement based primarily upon their years of service with the Bank and compensation levels near retirement. Contributions to the plan reflect benefits attributed to employees' service to date, as well as services expected to be earned in the future. Pension plan assets consist principally of government and agency securities, equity securities (primarily common stocks) and short-term investments. The following table sets forth the plan's funded status and amounts recognized in the Company's consolidated financial statements for the plan years ended October 31, 1996, 1995 and 1994, the plan's latest valuation dates: - ------------------------------------------------------------------------------------------------- (IN THOUSANDS) AT OCTOBER 31, 1996 1995 1994 - ------------------------------------------------------------------------------------------------- Actuarial present value of benefit obligation: Vested $3,636 $3,845 $3,436 Non-vested 25 55 79 - ------------------------------------------------------------------------------------------------- Total accumulated benefit obligation $3,661 $3,900 $3,515 ================================================================================================= Actuarial present value of projected benefit obligation for service rendered to date $4,287 $4,622 $4,036 Plan assets at fair value 5,090 4,181 3,648 - ------------------------------------------------------------------------------------------------- Excess (deficiency) of plan assets over projected benefit obligation $ 803 $ (441) $ (388) ================================================================================================= Assumptions used in determining the actuarial present value of the projected benefit obligation were as follows: Discount rate 7.50% 7.00% 7.50% Rate of increase in compensation levels 4.50% 4.00% 5.50% ================================================================================================== Certain changes in the items shown are not recognized as they occur, but are amortized systematically over subsequent periods. Unrecognized amounts to be amortized and the amounts included in the consolidated balance sheets are shown below: - ------------------------------------------------------------------------------------------------------ (IN THOUSANDS) AT OCTOBER 31, 1996 1995 1994 - ------------------------------------------------------------------------------------------------------ Unrecognized net asset at October 31, being recognized over 21 years $ 232 $ 254 $ 275 Unrecognized net gains or (losses) 670 (412) (538) Accrued pension cost (99) (283) (125) - ------------------------------------------------------------------------------------------------------ Excess (deficiency) of plan assets over projected benefit obligation $ 803 $(441) $(388) ====================================================================================================== Net pension expense for the years ended December 31, included the following components: - -------------------------------------------------------------------------------- (IN THOUSANDS) YEARS ENDED DECEMBER 31, 1996 1995 1994 - -------------------------------------------------------------------------------- Service cost-benefits earned during the period $ 309 $ 319 $ 228 Accrual of discount 308 303 270 Actual return on plan assets (632) (686) (219) Net amortization and deferral 283 412 (80) - -------------------------------------------------------------------------------- Net pension expense $ 268 $ 348 $ 199 ================================================================================ Assumptions used to develop the net pension expense data were: Discount rate 7.00% 7.50% 7.50% Expected long-term rate of return on assets 8.00% 7.50% 7.50% Rate of increase in compensation levels 4.00% 5.50% 5.50% ================================================================================ 43 33 14. EMPLOYEE BENEFITS (continued) PROFIT SHARING AND INCENTIVE COMPENSATION BONUS PLAN The Bank's Profit Sharing and Incentive Compensation Bonus Plan provides for the payment of bonuses to employees under certain circumstances based upon a year-end measurement of the Company's net income and attainment of individual goals and objectives by certain key officers. Bonuses of $418 thousand, $413 thousand and $433 thousand were awarded under the plan in 1996, 1995 and 1994, respectively. EMPLOYEE STOCK OWNERSHIP PLAN The Bank has an Employees' Stock Ownership Plan ("ESOP") for the benefit of each employee who has completed at least 1,000 hours of service with the Company in the previous twelve months. Under the plan, the ESOP has borrowed funds from a third party bank to invest in the Company's common stock. As this obligation will be liquidated primarily through future contributions to the ESOP by the Bank, the obligation is reflected as a liability of the Company and a reduction of stockholders' equity on the consolidated balance sheet. As of December 31, 1996 and 1995, such outstanding liabilities totaled $937 thousand and $1,093 thousand, respectively. Shares of the Company's common stock purchased with the loan proceeds are held in a suspense account. As the loan is repaid, a proportionate number of shares are released for allocation to plan participants. The shares are allocated to plan participants annually, on a pro rata basis, based on compensation. The ESOP acquired unallocated shares in 1986 when the plan was first established and more recently in 1993. At December 31, 1996, the ESOP held 39,600 unallocated shares and 81,873 shares which have been allocated to participants. The fair value of the unallocated shares at December 31, 1996 was $1,510 thousand. Dividends on unallocated shares are used to offset a portion of the interest paid on the ESOP loan. Dividends on allocated shares held by the ESOP are allocated to plan participants proportionately based on the number of shares in the participant's allocated account. Total compensation and interest expense applicable to the ESOP amounted to $314 thousand, $303 thousand and $206 thousand for the years ended December 31, 1996, 1995 and 1994, respectively. EMPLOYEE AGREEMENTS The Bank has entered into employment agreements with certain executive officers which provide that the officer will receive a minimum amount of annual compensation from the Bank for a specified period. The agreements also provide for the continued payment of compensation to the officer for a specified period after termination under certain circumstances, including if the officer's termination follows a "change of control," generally defined to mean a person or group attaining ownership of 25% or more of the shares of the Company. EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENTS The Bank maintains executive supplemental retirement agreements for certain executive officers. These agreements provide retirement benefits designed to supplement benefits available through the Bank's retirement plan for employees. Total expenses for benefits payable under the agreements amounted to $99 thousand, $94 thousand and $87 thousand in 1996, 1995 and 1994, respectively. 44 34 14. EMPLOYEE BENEFITS (continued) STOCK OPTION PLAN Effective May 28, 1986, the Board of Directors of the Bank adopted a stock option plan for the benefit of its officers and other employees. In January, 1991, the plan was amended to authorize the grant of options to non-employee Directors of the Company. The maximum number of shares issued or currently reserved for issuance under the plan, when adjusted for the three-for-two stock split of the Company's common stock of September 9, 1994, is 517,500. However, all but 3.5 of the shares available for issuance under the 1986 plan have been granted as of December 31, 1996. On April 19, 1994, shareholders approved and the Bank adopted the Company's 1994 Stock Incentive Plan. The total number of shares of common stock that can be issued under this plan is 142,500 shares. Both incentive stock options and non-qualified stock options may be granted under the plans. As of December 31, 1996, there were 114,937.5 non-qualified stock options and 145,437.5 incentive stock options granted and outstanding to purchase shares under the plans. The maximum option term is ten years. Further stock options may be granted pursuant to the plans and will generally have an exercise price equal to, or in excess of, the fair market value of a share of common stock of the Company on the date the option is granted. A summary of the status of the Company's fixed stock option plan as of December 31, 1996, 1995 and 1994, and changes during the years ended on those dates is presented below:(1) - --------------------------------------------------------------------------------------------------- YEARS ENDED DECEMBER 31, 1996 1995 1994 - --------------------------------------------------------------------------------------------------- Weighted Weighted Weighted Shares Average Shares Average Shares Average Under Exercise Under Exercise Under Exercise FIXED OPTIONS Option Price Option Price Option Price - --------------------------------------------------------------------------------------------------- Outstanding at beginning of year 277,332 $18.13 317,366 $16.25 339,961.5 $14.47 Granted 34,500 31.20 33,250 23.38 49,500 22.95 Exercised (51,454) 14.32 (72,533) 12.28 (69,470.5) 12.10 Forfeited (3) 11.50 (751) 22.98 (2,625) 22.05 - --------------------------------------------------------------------------------------------------- Outstanding at end of year 260,375 $20.61 277,332 $18.13 317,366 $16.25 =================================================================================================== Options exercisable at year-end 260,375 -- 277,332 -- 317,366 -- =================================================================================================== The following table summarizes information about fixed stock options outstanding and exercisable at December 31, 1996: - --------------------------------------------------------------------------------------------------------- AT DECEMBER 31, 1996 OPTIONS OUTSTANDING OPTIONS EXERCISABLE - --------------------------------------------------------------------------------------------------------- Weighted Avg. Weighted Avg. Weighted Avg. RANGE OF Number Remaining Exercise Number Exercise EXERCISE PRICES Outstanding Contractual Life Price Exercisable Price - --------------------------------------------------------------------------------------------------------- $9.17 to $14.33 68,125 4.3 years $11.65 68,125 $11.65 21.33 to $23.13 155,000 6.2 years 22.14 155,000 22.14 24.38 to $26.50 3,500 8.4 years 25.59 3,500 25.59 31.00 to $33.25 33,750 9.1 years 31.21 33,750 31.21 - --------------------------------------------------------------------------------------------------------- $9.17 to $33.25 260,375 6.1 years $20.61 260,375 $20.61 ========================================================================================================= (1) All share information presented has been adjusted to reflect the 3-for-2 split of the Company's common stock effective September 9, 1994. 45 35 14. EMPLOYEE BENEFITS (continued) As discussed in Note 1, the Company adopted SFAS No. 123 on January 1, 1996, but continues to account for its stock option plan using the intrinsic value based method prescribed by APB Opinion No. 25. Accordingly, no compensation cost for this plan has bee n recognized in the Consolidated Statements of Income for 1996. In determining the pro forma disclosures required by SFAS No. 123, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following table presents pro forma net income and earnings per share assuming the stock option plan was accounted for using the fair value method prescribed by SFAS No. 123, the weighted average assumptions used and the grant date fair value of options granted in 1996 and 1995: - ----------------------------------------------------------------------------------------------------------------- (IN THOUSANDS EXCEPT PER SHARE DATA) YEARS ENDED DECEMBER 31, 1996 1995 - ----------------------------------------------------------------------------------------------------------------- Net income As reported $9,427 $8,759 Pro forma 9,230 8,598 - ----------------------------------------------------------------------------------------------------------------- Primary earnings per share As reported $ 3.44 $ 3.15 Pro forma 3.37 3.09 - ----------------------------------------------------------------------------------------------------------------- Fully diluted earnings per share As reported $ 3.43 $ 3.12 Pro forma 3.36 3.06 ================================================================================================================= Weighted average fair value $ 8.04 $ 6.93 Expected life 7.2 years 7.4 years Risk-free interest rate 5.64% 7.66% Expected volatility 23.0% 23.0% Expected dividend yield 2.7% 2.7% ================================================================================================================= The pro forma effect on net income and earnings per share for 1996 and 1995 is not representative of the pro forma effect on net income and earnings per share for future years because it does not reflect compensation cost for options granted prior to January 1, 1995. 15. SHAREHOLDER RIGHTS AGREEMENT In January, 1990, the Board of Directors adopted a Shareholders Rights Plan. Under the Plan, the Rights automatically become part of and trade with the Company's shares of common stock. Although the Rights are not exercisable initially, they become exercisable upon the occurrence of one of three triggering events as specified in the Plan. In the event they become exercisable, each holder of a Right would then be entitled to buy a unit consisting of one one-hundredth of a share of the Company's preferred stock at an exercise price of $70. The provisions of the Rights Plan, including the time periods set forth therein, generally may be extended or amended by the Board of Directors. The Rights will expire January 16, 2000, but they may be redeemed at the option of the Board of Directors for $0.0113 per Right until ten days after a person becomes a 15% shareholder of Massbank Corp. or until certain other triggering events have occurred. 46 36 16. PARENT COMPANY FINANCIAL STATEMENTS The following are the condensed financial statements for Massbank Corp. (the "Parent Company") only: BALANCE SHEETS - -------------------------------------------------------------------------------------------------------------- (IN THOUSANDS EXCEPT PER SHARE DATA) AT DECEMBER 31, 1996 1995 - -------------------------------------------------------------------------------------------------------------- ASSETS: Cash $ 20 $ 11 Interest-bearing deposits in banks 1,365 1,018 Investment in subsidiaries 91,807 90,998 Other assets 14 25 - -------------------------------------------------------------------------------------------------------------- Total assets $ 93,206 $ 92,052 ============================================================================================================== LIABILITIES: Accrued income taxes payable $ -- $ 9 Employee stock ownership plan liability (Note 14) 937 1,093 Due to subsidiaries 3 123 Other liabilities 16 10 - -------------------------------------------------------------------------------------------------------------- Total liabilities 956 1,235 ============================================================================================================== STOCKHOLDERS' EQUITY (Notes 12, 13, 14 AND 15): Preferred stock, par value $1.00 per share; 2,000,000 shares authorized, none issued -- -- Common stock, par value $1.00 per share; 10,000,000 shares authorized, 5,476,125 and 5,424,671 shares issued, respectively 5,476 5,425 Additional paid-in capital 57,858 56,842 Retained earnings 65,756 58,773 - -------------------------------------------------------------------------------------------------------------- 129,090 121,040 Treasury stock at cost, 2,789,411 and 2,683,065 shares, respectively (39,904) (36,370) Net unrealized gains on securities available for sale, net of tax effect (Note 3) 4,001 7,240 Common stock acquired by ESOP (Note 14) (937) (1,093) - -------------------------------------------------------------------------------------------------------------- Total stockholders' equity 92,250 90,817 - -------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 93,206 $ 92,052 ============================================================================================================== STATEMENTS OF INCOME - -------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) YEARS ENDED DECEMBER 31, 1996 1995 1994 - -------------------------------------------------------------------------------------------------------------- INCOME: Dividends received from subsidiaries $5,750 $4,400 $4,000 Interest and dividend income 20 22 34 - -------------------------------------------------------------------------------------------------------------- 5,770 4,422 4,034 NON-INTEREST EXPENSE 103 95 102 - -------------------------------------------------------------------------------------------------------------- Income before income taxes 5,667 4,327 3,932 INCOME TAX BENEFIT 14 130 13 - -------------------------------------------------------------------------------------------------------------- Income before equity in undistributed earnings of subsidiaries 5,681 4,457 3,945 EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARIES 3,746 4,302 4,240 - -------------------------------------------------------------------------------------------------------------- Net income $9,427 $8,759 $8,185 ============================================================================================================== The Parent Company only Statements of Changes in Stockholders' Equity are identical to the consolidated statements and therefore are not presented here. 47 37 16. Parent Company Financial Statements (continued) STATEMENTS OF CASH FLOWS - ---------------------------------------------------------------------------------------------------------- (IN THOUSANDS) YEARS ENDED DECEMBER 31, 1996 1995 1994 - ---------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,427 $ 8,759 $ 8,185 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of subsidiaries (3,746) (4,302) (4,240) Decrease (increase) in other assets 25 (25) -- (Decrease) increase in accrued income taxes payable (21) (80) 4 Deferred income tax benefit (2) -- -- (Decrease) increase in other liabilities 6 10 (10) (Decrease) increase in amount due to subsidiaries (121) 121 (1) - ---------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 5,568 4,483 3,938 - ---------------------------------------------------------------------------------------------------------- CASH FLOW FROM FINANCING ACTIVITIES: Payments to acquire treasury stock (3,534) (3,082) (5,063) Issuance of common stock under stock option plan 738 891 841 Tax benefit resulting from stock options exercised 28 8 7 Dividends paid on common stock (2,459) (1,981) (1,692) Tax benefit resulting from dividends paid on unallocated shares held by the ESOP 15 -- -- - ---------------------------------------------------------------------------------------------------------- Net cash used in financing activities (5,212) (4,164) (5,907) - ---------------------------------------------------------------------------------------------------------- Net change in cash and cash equivalents 356 319 (1,969) Cash and cash equivalents at beginning of year 1,029 710 2,679 - ---------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 1,385 $ 1,029 $ 710 ========================================================================================================== During the years ended December 31, 1996, 1995 and 1994, the Company made cash payments for income taxes of $23 thousand, $13 thousand and $17 thousand, respectively, and no payments for interest. In addition, the Company made cash payments to the state of Delaware for franchise taxes in the amount of $41 thousand, $28 thousand and $49 thousand during the years ended December 31, 1996, 1995 and 1994, respectively. 48 38 17. TEN-YEAR STATISTICAL SUMMARY (UNAUDITED) - ---------------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS EXCEPT PER SHARE DATA) YEARS ENDED DECEMBER 31, 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 - ---------------------------------------------------------------------------------------------------------------------------------- Net income $9,427 $8,759 $8,185 $6,695 $4,677 $2,250 $ 725 $2,668 $4,917 $5,521 Primary earnings per share(2) 3.44 3.15 2.84 2.23 1.59 0.78 0.22 0.66 1.14 1.14 Cash dividends declared per share(2) 0.92 0.73 0.60 0.45 1/3 0.35 1/3 0.30 1/3 0.28 1/3 0.28 0.25 1/3 0.22 Book value per share, at year end(2) 34.34 33.13 26.78 27.28 24.50 23.38 21.60 20.21 18.95 17.65 Return on average assets 1.08% 1.04% 0.96% 0.79% 0.61% 0.60% 0.23% 0.86% 1.56% 1.69% Return on average realized equity(1) 11.01% 10.81% 10.62% 8.98% 6.79% 3.39% 1.03% 3.38% 6.20% 6.79% ================================================================================================================================== <FN> (1) Excludes average net unrealized gains or losses on securities available for sale. (2) All share information presented has been adjusted to reflect the 3-for-2 split of the Company's common stock effective September 9, 1994. 18. QUARTERLY DATA (UNAUDITED) - ------------------------------------------------------------------------------------------------------------------ YEARS ENDED DECEMBER 31, 1996 1995 - ------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS EXCEPT 4th 3rd 2nd 1st 4th 3rd 2nd 1st PER SHARE DATA) Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter - ------------------------------------------------------------------------------------------------------------------ Interest and dividend income $14,828 $14,767 $14,390 $14,124 $14,299 $14,244 $14,220 $13,848 Interest expense 8,473 8,441 8,139 8,009 8,095 7,933 7,680 7,188 - ------------------------------------------------------------------------------------------------------------------ Net interest income 6,355 6,326 6,251 6,115 6,204 6,311 6,540 6,660 Provision for loan losses 10 85 35 30 30 30 40 70 - ------------------------------------------------------------------------------------------------------------------ Net interest income after provision for loan losses 6,345 6,241 6,216 6,085 6,174 6,281 6,500 6,590 Non-interest income 621 703 724 617 535 376 609 428 Non-interest expense 3,117 2,921 3,030 3,056 3,060 3,040 3,557 3,521 - ------------------------------------------------------------------------------------------------------------------ Income before income taxes 3,849 4,023 3,910 3,646 3,649 3,617 3,552 3,497 Income tax expense 1,459 1,579 1,540 1,423 1,402 1,400 1,383 1,371 - ------------------------------------------------------------------------------------------------------------------ Net income $ 2,390 $ 2,444 $ 2,370 $ 2,223 $ 2,247 $ 2,217 $ 2,169 $ 2,126 ================================================================================================================== Earnings per share (in dollars):(1) Primary $ 0.88 $ 0.90 $ 0.86 $ 0.80 $ 0.81 $ 0.80 $ 0.78 $ 0.76 Fully diluted 0.87 0.90 0.86 0.80 0.81 0.80 0.78 0.76 - ------------------------------------------------------------------------------------------------------------------ Weighted average common shares outstanding:(1) Primary 2,722 2,716 2,754 2,783 2,776 2,774 2,789 2,797 Fully diluted 2,729 2,717 2,754 2,784 2,778 2,781 2,794 2,798 ================================================================================================================== <FN> (1) Computation of earnings per share is further described in Note 1. 49 39 MASSBANK CORP. AND SUBSIDIARIES STOCKHOLDER DATA YEARS ENDED DECEMBER 31, 1996 AND 1995 Massbank Corp.'s common stock is currently traded on the Nasdaq Stock Market under the symbol "MASB." At December 31, 1996 there were 2,686,714 shares outstanding and 998 shareholders of record. Shareholders of record do not reflect the number of persons or entities who hold their stock in nominee or "street" name. The following table includes the quarterly ranges of high and low sales prices for the common stock, as reported by Nasdaq, and dividends declared per share for the periods indicated. - ------------------------------------------------------------------------------- PRICE PER SHARE --------------- CASH DIVIDENDS HIGH LOW DECLARED - ------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, 1996 - ------------------------------------------------------------------------------- Fourth Quarter 38 3/4 33 1/8 $0.24 Third Quarter 34 1/4 32 1/2 0.24 Second Quarter 33 3/4 32 3/4 0.22 First Quarter 34 1/2 31 0.22 - ------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, 1995 - ------------------------------------------------------------------------------- Fourth Quarter 32 1/2 30 3/4 $0.19 Third Quarter 32 1/4 26 1/4 0.19 Second Quarter 27 1/2 23 1/2 0.17 1/2 First Quarter 25 22 1/4 0.17 1/2 =============================================================================== CORPORATE INFORMATION MASSBANK Corp. Form 10-K Independent Auditors 123 Haven Street Shareholders may obtain without KPMG Peat Marwick LLP Reading, MA 01867 charge a copy of the Company's 99 High Street (617) 662-0100 1996 Form 10-K. Written requests Boston, MA 02110 FAX (617) 942-1022 should be addressed to: Shareholder Services Savings and Mortgage MASSBANK Corp. Legal Counsel 24-Hour-Rate Lines 159 Haven Street Goodwin, Procter & Hoar (617) 662-0154 Reading, MA 01867 Exchange Place (508) 446-9285 Boston, MA 02109 Notice of Shareholders' Meeting Dividend Reinvestment and Stock Purchase Plan Reports on Effectiveness The Annual Meeting of the Shareholders may obtain a brochure of Internal Control Structure Shareholders of MASSBANK Corp. containing a detailed description of Over Financial Reporting will be held at 10:00 a.m. the plan by writing to: Shareholders may obtain without on Tuesday, April 22, 1997 at the Shareholder Services charge a copy of Management's Tara Ferncroft Conference Resort MASSBANK Corp. and the Independent Auditors' 50 Ferncroft Road 159 Haven Street 1996 Reports on the Effectiveness Danvers, MA 01923 Reading, MA 01867 of the Company's Internal Control Structure Over Financial Reporting. Written requests should be Transfer Agent addressed to: Boston EquiServe Shareholder Services Shareholder Services MASSBANK Corp. P.O. Box 644 159 Haven Street Boston, MA 02102-0644 Reading, MA 01867 50 40 OFFICERS AND DIRECTORS MASSBANK CORP. OFFICERS BOARD OF DIRECTORS Gerard H. Brandi Samuel Altschuler *Robert S. Cummings Chairman, President and President, Altron Incorporated Partner, Peabody and Brown Chief Executive Officer *Mathias B. Bedell Louise A. Hickey Reginald E. Cormier Retired, Bedell Brothers Insurance Retired, Melrose-Wakefield Hospital Vice President, Treasurer and Agency, Inc. Chief Financial Officer Leonard Lapidus *Gerard H. Brandi Retired, Depositors Insurance Fund Robert S. Cummings Chairman, President and Secretary Chief Executive Officer, *Stephen E. Marshall Massbank Corp. President, C.H. Cleaves Insurance Donna H. West Agency, Inc. Assistant Secretary Allan S. Bufferd Deputy Treasurer and Arthur W. McPherson Director of Investments Certified Financial Planner Massachusetts Institute of Technology *Herbert G. Schurian +Peter W. Carr Certified Public Accountant Retired, Guilford Transportation Industries *Dr. Donald B. Stackhouse Dentist Alexander S. Costello President, Lowell Sun Publishing Co., Inc. *Member, Executive Committee Member, Audit Committee OFFICERS AND DIRECTORS MASSBANK OFFICERS Gerard H. Brandi Gregory W. Bowe Gerard F. Frechette Alice B. Sweeney Chairman, President and Assistant Vice President Loan Officer Assistant Comptroller Chief Executive Officer Ernest G. Campbell, Jr. Rachael E. Garneau Richard A. Tatarczuk Donald R. Washburn Collections Officer Assistant Treasurer Assistant Vice President Senior Vice President, Lending and Comptroller Charles F. Coupe Margo E. Higgins Donna H. West Information Officer Assistant Vice President Evangeline C. Westgate Senior Vice President, Retail Banking and Human Resources Assistant Treasurer Janet L. Daniels Officer Raymond A. Brearey Assistant Vice President Patricia A. Witts Vice President, Administration Brian W. Hurley Assistant Treasurer Senior Trust Officer Aunali Dohadwala Assistant Vice President Auditor Michael J. Woods David F. Carroll Kenneth A. Masson Assistant Vice President Vice President, Operations Karen J. Downs Assistant Vice President Assistant Treasurer BOARD OF DIRECTORS Reginald E. Cormier Robyn L. Nadeau AND EXECUTIVE COMMITTEE Vice President, Treasurer Karen L. Flammia Assistant Treasurer and Chief Financial Officer Assistant Vice President Mathias B. Bedell Mindy S. Peloquin Gerard H. Brandi, Chairman Marilyn H. Abbott Melissa J. Flanagan Assistant Treasurer Robert S. Cummings, Clerk Assistant Treasurer Assistant Treasurer Stephen E. Marshall Thomas J. Queeney Herbert G. Schurian Andrea S. Bradford Ana M. Foster Assistant Vice President Dr. Donald B. Stackhouse Assistant Vice President Compliance and Donna H. West Security Officer Renald A. Robillard Assistant Treasurer 51 41 MASSBANK BRANCH OFFICES d/b/a Massbank of Reading* Massbank of Melrose 123 Haven Street 476 Main Street Reading, MA 01867 Melrose, MA 02176 (617) 942-8188 (617) 662-0100 27 Melrose Street Massbank of Chelmsford Towers Plaza Melrose, MA 02176 296 Chelmsford Street (617) 662-0165 Eastgate Plaza Chelmsford, MA 01824 (508) 256-3751 Massbank of Stoneham 17 North Road 240 Main Street Chelmsford, MA 01824 Stoneham, MA 02180 (508) 256-3733 (617) 662-0177 Massbank of Dracut Massbank of Tewksbury 45 Broadway Road 1800 Main Street Dracut, MA 01826 Tewksbury, MA 01876 (508) 441-0040 (508) 851-0300 Massbank of Lowell Massbank of Westford 50 Central Street 203 Littleton Road Lowell, MA 01852 Westford, MA 01886 (508) 458-3400 (508) 692-3467 755 Lakeview Avenue Lowell, MA 01850 Massbank of Wilmington (508) 458-3437 370 Main Street Wilmington, MA 01887 Massbank of Medford (508) 658-4000 4110 Mystic Valley Parkway 219 Lowell Street Wellington Circle Plaza Lucci's Plaza Medford, MA 02155 Wilmington, MA 01887 (617) 395-4899 (508) 658-5775 *Main Office 52