-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O3fnOH1AVblWBHrcMjtAdD4mXgahdvDHmBKPt1UdE/wO89fC2eb3crnPaWrgOVUq QzoKakrsgmc8UHkEmptctw== 0001072613-04-001997.txt : 20041103 0001072613-04-001997.hdr.sgml : 20041103 20041103171030 ACCESSION NUMBER: 0001072613-04-001997 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041103 DATE AS OF CHANGE: 20041103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTBANK CORP CENTRAL INDEX KEY: 0000742070 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042830731 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12784 FILM NUMBER: 041117064 BUSINESS ADDRESS: STREET 1: 225 PARK AVE STREET 2: PO BOX 149 CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0149 BUSINESS PHONE: 4137471400 MAIL ADDRESS: STREET 1: 225 PARK AVE P O BOX 149 STREET 2: 225 PARK AVE P O BOX 149 CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0149 8-K 1 form8-k_13036.txt WESTBANK CORPORATION FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 2, 2004 WESTBANK CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-12784 04-2830731 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 225 PARK AVENUE, WEST SPRINGFIELD, MASSACHUSETTS 01089 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (413) 747-1400 NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 2, 2004, Westbank Corporation (the "Company") announced its earnings for the third quarter of the 2004 fiscal year. A copy of the press release dated November 2, 2004, describing the third quarter earnings, is attached as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) The following exhibit is furnished with this Report: Exhibit No. Description ----------- ----------- 99.1 Press release issued by the Company on November 2, 2004. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 3, 2004 WESTBANK CORPORATION By: /s/ John M. Lilly ------------------------------------- John M. Lilly Treasurer and Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press release issued by the Company on November 2, 2004. 4 EX-99.1 2 exh99-1_13036.txt PRESS RELEASE DATED NOVEMBER 2, 2004 EXHIBIT 99.1 ------------ FOR IMMEDIATE RELEASE - -------------------------------------------------------------------------------- November 2, 2004 FOR MORE INFORMATION, CONTACT: - -------------------------------------------------------------------------------- John M. Lilly, Treasurer and Chief Financial Officer (413) 747-1465 Nasdaq Symbol - WBKC WESTBANK CORPORATION ANNOUNCES QUARTERLY EARNINGS AND COMPLETION OF REFINANCING West Springfield, MA -- Westbank Corporation (Nasdaq: WBKC) (the "Corporation") today reported quarterly net income of $452,000, representing $0.09 per share (diluted), while net income for the nine-month period ended September 30, 2004 totaled $3,482,000 or $0.72 per share (diluted). Net income for the third quarter of 2003 totaled $1,421,000 or $0.29 per share (diluted) and $4,429,000 or $0.93 per share (diluted) for the first nine months of 2003. The decrease in net income for the current quarter and nine-month period is primarily attributable to a write-down of $807,000 related to the redemption of the Corporation's prior trust preferred securities and a write-down of preferred stock deemed to be other than temporarily impaired in the amount of $583,000. In addition, the quarterly provision for loan losses was $150,000 for the three months ended September 30, 2004 versus a reversal of the provision for loan losses of $354,000 for the same period of 2003. Excluding the write-down for the trust preferred security, gains and losses on loans and securities, and loan loss provisions, core earnings for the current quarter improved by $359,000 or 25% versus the third quarter of 2003. "We are very pleased with the results of the refinancing of our trust preferred securities this past quarter," stated Donald R. Chase, President and CEO, "the results of which are expected to save the Corporation approximately $780,000 in interest expense annually based on current interest rates." The trust preferred securities are a hybrid debt financing. The Corporation issued an aggregate principal amount of $17,526,000 in junior subordinated deferrable interest debentures to two trust subsidiaries, which in turn each issued an aggregate principal amount of $8.5 million of capital securities to a pooled investment vehicle and an aggregate principal amount of $263,000 of common securities to the Corporation. The Corporation guarantees the payment of the capital securities and controls the trusts. The Corporation first issued trust preferred securities in September 1999 for capital purposes to facilitate its acquisition of the Connecticut division of the New London Trust Company. By refinancing in the current interest rate environment, the Corporation will realize significant savings in interest expense related to its trust preferred financing. Net interest income improved to $5,682,000 for the quarter ended September 30, 2004, an increase of $511,000 versus the same quarter last year. This improvement was the result of a growth in earning assets. The Corporation's net interest margin for the quarter and nine months ended September 30, 2004 was 3.20% and 3.26% respectively. Non-interest income for the three-month period ended September 30, 2004 totaled $489,000 versus $1,296,000 for the same quarter during 2003. This decrease in non-interest income in the current period was primarily due to net losses on the write-down of securities in the amount of $303,000 offset by a gain on sale of mortgages totaling $14,000 as compared to a gain on sale of securities and loans totaling $301,000 and $171,000 respectively for the quarter ended September 30, 2003. The net loss on securities of $303,000 in the current quarter includes gains on sale of securities of $280,000 that were offset by the impairment charge of $583,000 on preferred stock, as noted above. WESTBANK CORPORATION ANNOUNCES QUARTERLY EARNINGS AND COMPLETION OF REFINANCING Page 2 of 2 Operating expenses for the quarter ended September 30, 2004 totaled $5,457,000 versus $4,544,000 for the quarter ended September 30, 2003. The increase in operating expenses is a direct result of the overall growth of the Corporation and the write-down of the issuance costs from the Corporation's initial trust preferred financing in 1999 totaling $807,000, which was required when these trust preferred securities were redeemed in this quarter and replaced with trust preferred securities bearing a lower interest rate, as described above. As of September 30, 2004, assets totaled $749.5 million, an increase of $97.3 million or 15% from September 30, 2003. Investments increased by $93.6 million and total $248.8 million as of September 30, 2004, while loans totaled $435.2 million as of September 30, 2004. Deposits also showed significant growth, totaling $594.1 million as of September 30, 2004 as compared to $543.7 million at September 30, 2003. Asset quality remains strong, with non-performing assets totaling $2,308,000, representing just 0.31% of total assets. During the quarter ended September 30, 2004, the Corporation's provision for loan losses was $150,000 and the allowance for loan losses to total loans was 1.00%. Mr. Chase explained that, "As noted last quarter, the Corporation has seen an increase in commercial loan and commercial mortgage volume, and this has continued during the third quarter. Commercial volume increased by more than $22 million versus September 2003 or 13% and grew by another $10 million or 5% over the last three months. Moving into the fourth quarter, commercial loan and mortgage commitments total more than $45 million." Stockholders' equity as of September 30, 2004 totaled $46,622,000, representing a book value of $9.93 per share. The results of the nine months ended September 30, 2004 represent a return on assets of 0.63% and a return on equity of 10.2%. Westbank Corporation is the holding company for Westbank of West Springfield, Massachusetts, a commercial bank and trust company operating 18 banking offices in Massachusetts and Connecticut. Statements contained in this news release, which are not historical facts, contain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by the Corporation with the Securities and Exchange Commission from time to time. The Corporation does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by it or on its behalf. CONDENSED CONSOLIDATED BALANCE SHEETS Westbank Corporation and Subsidiaries
September 30, (Unaudited) (Dollar amounts in thousands) 2004 2003 ================================================================================================================== ASSETS Cash and due from banks Non-interest bearing $ 15,753 $ 17,001 Interest bearing 175 26 Federal funds sold 19,610 1,975 Securities held to maturity 63,259 276 Securities available for sale 185,571 154,982 Loans $ 435,167 $ 450,247 (Less) allowance for loan losses 4,349 4,714 - ------------------------------------------------------------------------------------------------------------------ Net loans 430,818 445,533 Bank premises and equipment 6,799 6,707 Other real estate owned - net 706 Goodwill 8,837 8,837 Intangible assets 929 Investment in unconsolidated investees 526 526 Other assets 16,543 16,352 - ------------------------------------------------------------------------------------------------------------------ TOTAL ASSETS $ 749,526 $ 652,215 ================================================================================================================== LIABILITIES AND EQUITY Deposits Non-interest bearing $ 90,472 $ 80,342 Interest bearing 503,620 463,311 - ------------------------------------------------------------------------------------------------------------------ Total Deposits 594,092 543,653 Funds borrowed 86,292 41,305 Payable to Westbank Capital Trust I 17,526 Payable to Westbank Capital Trust II 8,763 Payable to Westbank Capital Trust III 8,763 Other liabilities 4,994 5,027 - ------------------------------------------------------------------------------------------------------------------ Total Liabilities 702,904 607,511 - ------------------------------------------------------------------------------------------------------------------ Stockholders' Equity Common stock 9,493 9,047 Unearned compensation - restricted stock award (1,708) Additional paid in capital 20,426 14,483 Retained earnings 19,486 21,626 Treasury stock (1,001) (1,990) Accumulated other comprehensive income (loss) (74) 1,538 - ------------------------------------------------------------------------------------------------------------------ Total Stockholders' Equity 46,622 44,704 - ------------------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 749,526 $ 652,215 ==================================================================================================================
3 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Westbank Corporation and Subsidiaries
September 30, (Unaudited) (Dollar amounts in thousands, Quarter Ended Nine Months Ended except per share data) 2004 2003 (1) 2004 2003 (1) ========================================================================================================================== Income: Interest and fees on loans $ 6,140 $ 6,962 $ 18,448 $ 21,876 Interest on securities 3,227 1,454 9,331 4,721 Interest on federal funds sold 8 48 17 164 - -------------------------------------------------------------------------------------------------------------------------- Total interest income 9,375 8,464 27,796 26,761 Interest expense 3,693 3,293 10,850 10,725 - -------------------------------------------------------------------------------------------------------------------------- Net interest income 5,682 5,171 16,946 16,036 Provision for (Recovery of) loan losses 150 (354) 150 (354) - -------------------------------------------------------------------------------------------------------------------------- Net interest income after provision 5,532 5,525 16,796 16,390 - -------------------------------------------------------------------------------------------------------------------------- Gain/(loss) on sale of securities available for sale (303) 301 (76) 564 Gain on sale of loans 14 171 441 417 Other non-interest income 778 824 2,335 2,302 - -------------------------------------------------------------------------------------------------------------------------- Total non-interest income 489 1,296 2,700 3,283 - -------------------------------------------------------------------------------------------------------------------------- Operating Expenses: Salaries and benefits 2,644 2,502 7,807 7,315 Other operating expenses 2,426 1,663 5,506 4,431 Occupancy - net 387 379 1,233 1,189 - -------------------------------------------------------------------------------------------------------------------------- Total operating expenses 5,457 4,544 14,546 12,935 - -------------------------------------------------------------------------------------------------------------------------- Income before income taxes 564 2,277 4,950 6,738 Income taxes 112 856 1,468 2,309 - -------------------------------------------------------------------------------------------------------------------------- Net Income $ 452 $ 1,421 $ 3,482 $ 4,429 ========================================================================================================================== Earnings per share - Basic $ 0.10 $ 0.31 $ 0.76 $ 0.97 - Diluted $ 0.09 $ 0.29 $ 0.72 $ 0.93 Weighted average shares outstanding - Basic 4,694,391 4,604,265 4,572,912 4,588,988 - Diluted 4,958,002 4,848,606 4,834,356 4,777,570
(1) Share amounts and earnings per share are adjusted for the 5% stock dividend and distribution in May 2004. 4 -----END PRIVACY-ENHANCED MESSAGE-----