-----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, JthttVjruDnY65k7s95yem9huimWiD/OBhccm2axreOBuLwDbzTj4vw1ErjpR3xp 0IhzzhmbVrN1r/aKb0s3OQ== 0001275287-05-004233.txt : 20051028 0001275287-05-004233.hdr.sgml : 20051028 20051028115831 ACCESSION NUMBER: 0001275287-05-004233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051028 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051028 DATE AS OF CHANGE: 20051028 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: 051162061 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 wc3932.txt 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): October 28, 2005 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 October 27, 2005, Westbank Corporation (the "Company") announced its earnings for the third quarter of the 2005 fiscal year. A copy of the press release dated October 27, 2005, 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 October 27, 2005. 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. Dated: October 28, 2005 WESTBANK CORPORATION By: /s/ John M. Lilly ------------------------------- Name: John M. Lilly Title: Treasurer and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ------------------------------------------------------- 99.1 Press release issued by the Company on October 27, 2005 EX-99.1 2 wc3932ex991.txt EXHIBIT 99.1 Exhibit 99.1 WESTBANK CORPORATION REPORTS INCREASED EARNINGS WEST SPRINGFIELD, Mass., Oct. 27 /PRNewswire-FirstCall/ -- Westbank Corporation (Nasdaq: WBKC) today reported net income increased by $746,000 and totaled $1,198,000 for the quarter ended September 30, 2005, representing $.25 per share (diluted) versus $452,000 or $.09 per share (diluted) for the quarter ended September 30, 2004. For the nine-month period ended September 30, 2005, net income totaled $3,857,000 or $.79 per share (diluted) versus $3,482,000 or $.72 per share (diluted) for the same period ended September 30, 2004. During the third quarter of 2004, earnings were impacted by a write-down of $807,000 related to the redemption of the Corporation's prior trust preferred security described below and a write-down of preferred stock deemed to be other than temporarily impaired in the amount of $583,000. For the quarter and nine-month period ended September 30, 2005, net interest income totaled $5,583,000 and $17,043,000 respectively compared to $5,682,000 and $16,946,000 for the same periods during 2004. During the quarter ended September 30, 2005, the Corporation's provision for loan losses was $0 compared to $150,000 for the quarter ended September 30, 2004. The allowance for loan losses totaled $4,283,000 or 0.98% of total loans at September 30, 2005 as compared to $4,356,000 or 0.99% of total loans at December 31, 2004. Non-performing loans totaled $1,993,000 or 0.46% of total loans and the Corporation held other real estate owned totaling $630,000 at September 30, 2005. Non-interest income was $1,002,000 for the quarter ended September 30, 2005 versus $489,000 for the quarter ended September 30, 2004. Included in non-interest income for the third quarter of 2005 was $250,000 representing a gain on sale of loans. Included in non-interest income during the third quarter of 2004 was a gain on sale of securities totaling $280,000 offset by the write-down of preferred stock deemed other than temporarily impaired totaling $583,000, as discussed above. Non-interest expense for the quarter ended September 30, 2005 was $4,838,000 versus $5,457,000 for the quarter ended September 30, 2004. Included in non-interest expenses for the quarter ended September 30, 2004 was the write-down of $807,000 related to the redemption of the Corporation's trust preferred security that was redeemed on September 30, 2004. The $807,000 represented the unamortized origination costs of the Corporation's initial trust preferred security issued during September 1999. The trust preferred security was redeemed and replaced with trust preferred securities bearing a lower interest rate. As of September 30, 2005, investments totaled $283,332,000, while net loans totaled $431,337,000 as of September 30, 2005. Total assets increased to $771,086,000 as of September 30, 2005 versus $755,547,000 at the end of 2004 and deposits grew to $589,795,000 as of September 30, 2005. Stockholders' equity at September 30, 2005 was $47,531,000, representing a book value of $9.98 per share. For the nine-month period ended September 30, 2005, the return on average assets was 0.68%, while the return on average equity was 10.81%. The Corporation's net interest margin for the quarter and nine-month period ended September 30, 2005 was 3.15% and 3.19% respectively. Donald R. Chase, President and CEO, said, "The Corporation continued the restructuring of its residential real estate loan portfolio in anticipation of additional increases in interest rates." The Corporation sold $22 million of long-term, fixed rate mortgages during the quarter ended September 30, 2005 after completing a similar sale during the second quarter of 2005. Chase stated, "Commercial loan activity continued to be very strong, with commercial loans increasing by more than $27 million or 14% as of September 30, 2005 verses September 30, 2004. "Our new Financial Services Division has been very well received. After just the first few months of operations, our Financial Services representatives have more than $5 million under management," according to Chase. "In addition," Chase said, "we are pleased to announce a new service recently offered to retail customers called Overdraft Privilege. This service makes available overdraft limits to consumer checking account customers of between $400-$1,000 depending on their type of product." Westbank Corporation is the parent company of Westbank, a West Springfield, Massachusetts, commercial bank and trust company operating 17 banking offices in Massachusetts and Connecticut, with $771 million of total assets as of September 30, 2005. 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 that 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, December 31, (In thousands) 2005 2004 - ------------------------------------- ------------- ------------- (Unaudited) Assets Cash and due from banks Non-interest bearing $ 15,152 $ 12,451 Interest bearing 9 34 Federal funds sold 61 669 Total cash and cash equivalents 15,222 13,154 Securities held to maturity 128,946 112,424 Securities available for sale 154,386 155,405 Loans $ 435,620 $ 438,475 Less allowance for loan losses 4,283 4,356 Net loans 431,337 434,119 Investment in Federal Home Loan Bank stock 6,450 6,450 Bank premises and equipment 7,255 6,885 Other real estate owned - net 630 630 Goodwill 8,837 8,837 Bank-owned life insurance 9,073 9,204 Other intangible assets 862 862 Investment in unconsolidated investees 526 526 Other assets 7,562 7,051 Total Assets $ 771,086 $ 755,547 Liabilities and Stockholders' Equity Deposits Non-interest bearing $ 84,338 $ 83,864 Interest bearing 505,457 505,274 Total deposits 589,795 589,138 Funds borrowed 111,574 97,354 Payable to Westbank Capital Trust II 8,763 8,763 Payable to Westbank Capital Trust III 8,763 8,763 Other liabilities 4,660 4,067 Total Liabilities 723,555 708,085 Stockholders' equity Common stock 9,541 9,493 Unearned compensation - restricted stock (1,479) (1,652) Additional paid in capital 19,004 20,377 Retained earnings 21,835 19,958 Treasury stock (167) (606) Accumulated other comprehensive income (1,203) (108) Total stockholders' equity 47,531 47,462 Total Liabilities and Stockholders' Equity $ 771,086 $ 755,547 Condensed Consolidated Statements of Income Westbank Corporation and Subsidiaries
Quarter Ended Nine Months Ended September 30, September 30, (Dollar amounts in thousands, except ----------------------------- ----------------------------- per share data) 2005 2004 2005 2004 - ------------------------------------ ------------- ------------- ------------- ------------- (Unaudited) Income: Interest and fees on loans $ 6,528 $ 6,140 $ 19,315 $ 18,448 Interest on securities 3,102 3,227 9,332 9,331 Interest on federal funds sold 2 8 7 17 Total interest income 9,632 9,375 28,654 27,796 Interest expense 4,049 3,693 11,611 10,850 Net interest income 5,583 5,682 17,043 16,946 Provision for loan losses - 150 140 150 Net interest income after provision for loan losses 5,583 5,532 16,903 16,796 Gain on sale of securities available for sale - 280 96 507 Other-than-temporary impairment of investment securities - (583) - (583) Gain on sale of loans 250 14 415 441 Other non-interest income 752 778 2,610 2,335 Total non-interest income 1,002 489 3,121 2,700 Non-interest Expense: Salaries and benefits 2,736 2,644 8,253 7,807 Occupancy - net 420 387 1,324 1,233 Other non-interest expense 1,682 2,426 5,003 5,506 Total non-interest expense 4,838 5,457 14,580 14,546 Income before income taxes 1,747 564 5,444 4,950 Income taxes 549 112 1,587 1,468 Net Income $ 1,198 $ 452 $ 3,857 $ 3,482 Earnings per share Basic $ 0.26 $ 0.10 $ 0.82 $ 0.76 Diluted $ 0.25 $ 0.09 $ 0.79 $ 0.72 Weighted average shares outstanding Basic 4,694,043 4,694,391 4,717,454 4,572,912 Diluted 4,870,555 4,950,096 4,906,499 4,831,114
SOURCE Westbank Corporation -0- 10/27/2005 /CONTACT: John M. Lilly, Treasurer and Chief Financial Officer of Westbank Corporation, +1-413-747-1465/ (WBKC) -----END PRIVACY-ENHANCED MESSAGE-----