10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to                

Commission File Number 0-15137

MASSBANK Corp.

(Exact name of registrant as specified in its charter)

Delaware	04-2930382
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

123 HAVEN STREET

Reading, Massachusetts 01867

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (781) 662-0100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x    No ¨

Indicate by check mark whether the registrant is an accelerated filer (as Defined in Rule 12(b)-2 of the Exchange

Act).    Yes x    No ¨

The number of shares outstanding of the issuer’s classes of common stock, as of the latest practicable date is:

Class: Common stock $1.00 per share.

Outstanding at July 31, 2003: 4,374,375 shares.

MASSBANK CORP. AND SUBSIDIARIES

INDEX

		Page
	PART I—FINANCIAL INFORMATION
ITEM 1.	Financial Statements
	Consolidated Balance Sheets as of June 30, 2003 (unaudited) and December 31, 2002	3
	Consolidated Statements of Income (unaudited) for the three months ended June 30, 2003 and 2002 and	4
	for the six months ended June 30, 2003 and 2002	5
	Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2003 and 2002 (unaudited)	6-7
	Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2003 and 2002	8-9
	Condensed Notes to the Consolidated Financial Statements	10-13
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14-34
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	35-36
ITEM 4.	Disclosure Controls and Procedures	36
PART II—OTHER INFORMATION
ITEM 1.	Legal Proceedings	37
ITEM 2.	Changes in Securities	37
ITEM 3.	Defaults Upon Senior Securities	37
ITEM 4.	Submission of Matters to a Vote of Security Holders	37
ITEM 5.	Other Information	37
ITEM 6.	Exhibits and Reports on Form 8-K	37
Signature Page		38
Exhibit 31.1	Rule 13a-14 Certification of Chief Executive Officer
Exhibit 31.2	Rule 13a-14 Certification of Chief Financial Officer
Exhibit 32.1	Section 1350 Certifications

2

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands except share data)

	June 30, 2003			December 31, 2002
	(unaudited)
Assets:
Cash and due from banks	$	8,979		$	8,356
Short-term investments (Note 5)		214,599			248,663
Total cash and cash equivalents		223,578			257,019
Term federal funds sold		15,000			—
Interest-bearing deposits in banks		6,117			4,941
Securities available for sale, at market value (amortized cost of $387,182 in 2003 and $367,650 in 2002)		396,936			380,022
Trading securities, at market value		67,940			36,249
Loans: (Note 6)
Mortgage loans		273,137			302,788
Other loans		13,399			16,011
Allowance for loan losses		(2,653	)		(2,655	)
Net loans		283,883			316,144
Premises and equipment		7,176			6,795
Accrued interest receivable		3,568			3,926
Goodwill		1,090			1,090
Current income tax asset, net		717			199
Other assets		2,528			2,598
Total assets	$	1,008,533		$	1,008,983
Liabilities and Stockholders’ Equity:
Deposits	$	892,279		$	883,928
Escrow deposits of borrowers		1,219			1,387
Deferred income taxes		1,999			2,671
Other liabilities		2,898			3,712
Total liabilities		898,395			891,698
Stockholders’ Equity:
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, 7,651,005 and 7,610,195 shares issued, respectively		7,651			7,610
Additional paid-in capital		54,050			53,297
Retained earnings		97,122			95,243
		158,823			156,150
Accumulated other comprehensive income: (Note 9)
Net unrealized gains on securities available for sale, net of tax effect		6,006			7,692
Treasury stock at cost, 3,306,080 and 3,026,129 shares, respectively (Notes 7 and 8)		(54,691	)		(46,557	)
Total stockholders’ equity		110,138			117,285
Total liabilities and stockholders’ equity	$	1,008,533		$	1,008,983

See accompanying condensed notes to consolidated financial statements.

3

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three months ended June 30,
(In thousands except share data)	2003			2002
Interest and dividend income:
Mortgage loans	$	4,668		$	5,222
Other loans		221			387
Securities available for sale:
Mortgage-backed securities		2,216			3,900
Other securities		1,649			1,362
Trading securities		306			195
Federal funds sold		689			724
Other investments		111			160
Total interest and dividend income		9,860			11,950
Interest expense:
Deposits		4,136			5,943
Total interest expense		4,136			5,943
Net interest income		5,724			6,007
Provision for loan losses		—			—
Net interest income after provision for loan losses		5,724			6,007
Non-interest income:
Deposit account service fees		133			141
Gains (losses) on securities available for sale, net		(159	)		750
Gains on trading securities, net		351			168
Other		267			177
Total non-interest income		592			1,236
Non-interest expense:
Salaries and employee benefits		1,969			1,800
Occupancy and equipment		536			473
Data processing		130			132
Professional services		108			152
Advertising and marketing		45			35
Deposit insurance		45			46
Other		396			349
Total non-interest expense		3,229			2,987
Income before income taxes		3,087			4,256
Income tax expense		1,101			1,554
Net income	$	1,986		$	2,702
Weighted average common shares outstanding:
Basic		4,428,159			4,724,320
Diluted		4,530,748			4,859,530
Earnings per share (in dollars):
Basic	$	0.45		$	0.57
Diluted		0.44			0.56

See accompanying condensed notes to consolidated financial statements.

4

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Six months ended June 30,
(In thousands except share data)	2003			2002
Interest and dividend income:
Mortgage loans	$	9,599		$	10,404
Other loans		460			788
Securities available for sale:
Mortgage-backed securities		4,906			8,045
Other securities		3,142			2,593
Trading securities		569			323
Federal funds sold		1,310			1,449
Other investments		235			388
Total interest and dividend income		20,221			23,990
Interest expense:
Deposits		8,749			12,037
Total interest expense		8,749			12,037
Net interest income		11,472			11,953
Provision for loan losses		—			—
Net interest income after provision for loan losses		11,472			11,953
Non-interest income:
Deposit account service fees		270			287
Gains (losses) on securities available for sale, net		(41	)		1,749
Gains on trading securities, net		273			102
Other		396			354
Total non-interest income		898			2,492
Non-interest expense:
Salaries and employee benefits		3,811			3,626
Occupancy and equipment		1,109			994
Data processing		274			260
Professional services		219			296
Advertising and marketing		70			76
Deposit insurance		90			92
Other		705			678
Total non-interest expense		6,278			6,022
Income before income taxes		6,092			8,423
Income tax expense		2,161			3,071
Net income	$	3,931		$	5,352
Weighted average common shares outstanding:
Basic		4,492,377			4,729,024
Diluted		4,583,407			4,860,566
Earnings per share (in dollars):
Basic	$	0.88		$	1.13
Diluted		0.86			1.10

See accompanying condensed notes to consolidated financial statements.

5

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For The Six Months Ended June 30, 2003

(Unaudited)

(In thousands except share data)

	Common Stock		Additional Paid-in Capital		Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income			Total
Balance at December 31, 2002	$	7,610	$	53,297	$	95,243		$	(46,557	)	$	7,692		$	117,285
Net Income		—		—		3,931			—			—			3,931
Other comprehensive income, net of tax:
Unrealized losses on securities, net of reclassification adjustment (Note 9)		—		—		—			—			(1,686	)		(1,686	)
Comprehensive income															2,245
Cash dividends paid ($0.46 per share)		—		—		(2,052	)		—			—			(2,052	)
Purchase of treasury stock		—		—		—			(8,096	)		—			(8,096	)
Purchase of company stock for deferred compensation plan (Note 8)		—		38		—			(38	)		—			—
Exercise of stock options and related tax benefits		41		715		—			—			—			756
Balance at June 30, 2003	$	7,651	$	54,050	$	97,122		$	(54,691	)	$	6,006		$	110,138

See accompanying condensed notes to consolidated financial statements.

6

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For The Six Months Ended June 30, 2002

(In thousands except share data)

	Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income		Common Stock Acquired By Esop			Total
Balance at December 31, 2001	$	7,495	$	62,875		$	99,996		$	(61,749	)	$	6,443	$	(156	)	$	114,904
Net income		—		—			5,352			—			—		—			5,352
Other comprehensive income, net of tax:
Unrealized gains on securities, net of reclassification adjustment (Note 9)		—		—			—			—			72		—			72
Comprehensive income																		5,424
Cash dividends paid ($0.44 per share)		—		—			(2,089	)		—			—		—			(2,089	)
Tax benefit resulting from dividends paid on unallocated shares held by the ESOP		—		—			2			—			—		—			2
Amortization of ESOP shares committed to be released		—		119			—			—			—		—			119
Purchase of treasury stock		—		—			—			(3,417	)		—		—			(3,417	)
Purchase of company stock for deferred compensation plan		—		30			—			(30	)		—		—			—
Exercise of stock options and related tax benefits		74		1,501			—			—			—		—			1,575
Transfer resulting from three-for-two stock split		—		(12,045	)		(10,432	)		22,477			—		—			—
Balance at June 30, 2002	$	7,569	$	52,480		$	92,829		$	(42,719	)	$	6,515	$	(156	)	$	116,518

See accompanying condensed notes to consolidated financial statements.

7

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2003			2002
	(In thousands)
Cash flows from operating activities:
Net income	$	3,931		$	5,352
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		327			334
Loan interest capitalized		(6	)		(18	)
Tax benefit resulting from stock options exercised		189			413
Amortization of ESOP shares committed to be released		—			119
Tax benefit resulting from dividends paid on unallocated shares held by the ESOP		—			2
Decrease (increase) in accrued interest receivable		358			(940	)
Decrease in other liabilities		(814	)		(287	)
Increase in current income tax asset, net		(518	)		(169	)
Amortization of premiums on securities, net		253			199
Net trading securities activity		(31,418	)		(31,369	)
(Gains) losses on securities available for sale, net		32			(1,789	)
Valuation writedowns of equity securities available for sale		9			40
Gains on trading securities, net		(273	)		(102	)
Decrease in deferred mortgage loan origination fees, net of amortization		(285	)		(88	)
Deferred income tax expense		260			17
Increase in other assets		(148	)		(357	)
Decrease in escrow deposits of borrowers		(168	)		(158	)
Net cash used in operating activities		(28,271	)		(28,801	)
Cash flows from investing activities:
Purchases of term federal funds		(15,000	)		—
Net (increase) decrease in interest-bearing bank deposits		(1,176	)		2,168
Proceeds from sales of investment securities available for sale		27,086			24,662
Proceeds from maturities and redemption of investment securities available for sale		91,000			24,000
Purchases of investment securities available for sale		(195,428	)		(100,422	)
Purchases of mortgage-backed securities		—			(19,977	)
Principal repayments of mortgage-backed securities		57,733			49,403
Principal repayments of securities available for sale		1			3
Loans originated		(37,528	)		(54,288	)
Loan principal payments received		70,076			56,436
Purchases of premises & equipment		(704	)		(131	)
Net cash used in investing activities		(3,940	)		(18,146	)

8

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)

	Six Months Ended June 30,
	2003			2002
	(In thousands)
Cash flows from financing activities:
Net increase in deposits		8,351			24,167
Payments to acquire treasury stock		(8,134	)		(3,447	)
Purchase of Company stock for deferred compensation plan		38			30
Issuance of common stock under stock option plan		567			1,162
Cash dividends paid on common stock		(2,052	)		(2,089	)
Net cash (used in) provided by financing activities		(1,230	)		19,823
Net decrease in cash and cash equivalents		(33,441	)		(27,124	)
Cash and cash equivalents at beginning of period		257,019			245,327
Cash and cash equivalents at end of period	$	223,578		$	218,203
Supplemental cash flow disclosures:
Cash transactions:
Cash paid during the period for interest	$	8,793		$	12,053
Cash paid during the period for taxes, net of refunds		2,230			2,807

See accompanying condensed notes to consolidated financial statements.

9

MASSBANK CORP.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(1)    Basis of Presentation

The financial condition and results of operations of MASSBANK Corp. (the “Company”) essentially reflect the operations of its subsidiary, MASSBANK (the “Bank”). All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in the opinion of management, include all adjustments of a normal recurring nature necessary for the fair presentation of the financial condition of the Company as of June 30, 2003 and December 31, 2002, and its operating results for the three months and six months ended June 30, 2003 and 2002. The results of operations for any interim period are not necessarily indicative of the results to be expected for the entire year.

Certain amounts in the prior years’ consolidated financial statements were reclassified to facilitate comparison with the current fiscal year. The Company’s reported per share amounts and weighted average common shares outstanding for the current and prior year have been restated to reflect the Company’s three-for-two stock split of April 19, 2002.

The information in this report should be read in conjunction with the financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2002.

(2)    Stock-Based Employee Compensation

MASSBANK Corp. utilizes stock options to compensate its officers and non- employee directors under the, shareholder approved, 1994 Stock Incentive Plan (“the Plan”). Under the Plan, options to purchase MASSBANK Corp. common stock have been granted to bank officers and non-employee directors of the Company at prices equal to the fair market value of the underlying stock on the dates the options were granted. The options are 100% vested at date of grant, and expire in 10 years. The Company accounts for the Plan using the intrinsic-value based method of accounting. Since all options granted under the Plan had an exercise price equal to the market value of the underlying common stock on the date of grant, the granting of the options had no impact on net income. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value method for stock-based employee compensation.

	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except per share data)	2003			2002			2003			2002
Net income, as reported	$	1,986		$	2,702		$	3,931		$	5,352
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(18	)		(18	)		(36	)		(37	)
Pro forma net income	$	1,968		$	2,684		$	3,895		$	5,315
EARNINGS PER SHARE:
Basic—as reported	$	0.45		$	0.57		$	0.88		$	1.13
Basic—pro forma		0.44			0.57			0.87			1.12
Diluted—as reported		0.44			0.56			0.86			1.10
Diluted—pro forma		0.43			0.55			0.85			1.09

10

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(3)    Recent Accounting Pronouncements:

In December 2002, Statement of Financial Accounting Standards (“SFAS”) No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure” was issued and provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, the statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. This statement was effective for MASSBANK Corp. beginning with the fiscal period ending December 31, 2002. Because the Company plans to continue its accounting for stock-based compensation using the intrinsic-value based method of accounting, the adoption of SFAS No. 148 is not expected to have a material impact on results of operations or financial position. See Note 8 of the Condensed Notes to the Consolidated Financial Statements for required disclosure.

(4)    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.

(5)    Short-Term Investments

Short-term investments consist of the following:

(In thousands)	At June 30, 2003		At December 31, 2002
Federal funds sold (overnight)	$	191,379	$	221,586
Money market funds		23,220		27,077
Total short-term investments	$	214,599	$	248,663

The investments above are stated at cost which approximates market value and have original maturities of less than 90 days.

(6)    Commitments

At June 30, 2003, the Company had outstanding commitments to originate mortgage loans and to advance funds for construction loans amounting to $10,128,000 and commitments under existing home equity lines of credit and other loans of approximately $40,888,000 which are not reflected on the consolidated balance sheet.

11

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(7)    Earnings Per Common Share

Basic EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period reduced by the weighted average number of unallocated shares held by the Employee Stock Ownership Plan (“ESOP”). Diluted EPS reflects the effect on the weighted average shares out- standing of the number of additional shares outstanding if dilutive stock options were converted into common stock using the treasury stock method.

The treasury shares acquired in connection with the Company’s directors deferred compensation plan are considered outstanding in the computation of earnings per share and book value per share.

Earnings per share was calculated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2003		2002		2003		2002
Denominator for basic earnings per share:
Average common shares outstanding		4,428		4,724		4,492		4,729
Dilutive common stock options		103		136		91		132
Denominator for diluted earnings per share		4,531		4,860		4,583		4,861
Numerator: Net income attributable to common shares	$	1,986	$	2,702	$	3,931	$	5,352
Earnings per share:
Basic	$	0.45	$	0.57	$	0.88	$	1.13
Diluted		0.44		0.56		0.86		1.10

(8)    Directors’ Deferred Compensation Plan

In 1988, the Company established a deferred compensation plan for its directors. The plan allows the Company’s directors to defer receipt of all or a portion of their compensation until (1) their attaining the age of 72, or (2) their termination as a director of the Company. The plan was later amended to allow the directors’ compensation to be invested in Company stock held in an irrevocable trust. At June 30, 2003 the trust held 25,200 shares of MASSBANK Corp. common stock that the Company has classified as treasury stock. The treasury shares are considered outstanding in the computation of earnings per share and book value per share.

12

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(9)    Comprehensive Income

Comprehensive income is defined as “the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.” It includes all changes in equity during a period except those resulting from investments by and distributions to shareholders.

The term “comprehensive income” describes the total of all components of comprehensive income including net income.

The Company’s other comprehensive income and related tax effect for the six months ended June 30, 2003 and 2002 is as follows:

	For the Six Months Ended June 30, 2003
(In thousands)	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Unrealized losses on securities:
Unrealized holding (losses) arising during period	$	(2,659	)	$	949		$	(1,710	)
Less: reclassification adjustment for (losses) realized in net income		(41	)		17			(24	)
Net unrealized losses		(2,618	)		932			(1,686	)
Other comprehensive loss	$	(2,618	)	$	932		$	(1,686	)
	For the Six Months Ended June 30, 2003
(In thousands)	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Unrealized gains on securities:
Unrealized holding gains arising during period	$	1,710		$	(620	)	$	1,090
Less: reclassification adjustment for gains realized in net income		1,749			(731	)		1,018
Net unrealized gains (losses)		(39	)		111			72
Other comprehensive income (loss)	$	(39	)	$	111		$	72

13

PART I     ITEM 2

MASSBANK CORP. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION & ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

June 30, 2003

Forward-Looking Statement Disclosure.

This Form 10-Q may contain forward-looking information, including information concerning the Company’s expectations of future business prospects. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company may also make written or oral forward-looking statements in other documents filed with the Securities and Exchange Commission (“SEC”), in annual reports to stock- holders, in press releases and other written materials, and in oral statements made by the Company’s officers, directors or employees. You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “will,” “should,” and other expressions which predict or indicate future events and trends and which do not relate to historical matters. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results or performance to be materially different from the results and performance expressed or implied by the forward-looking statements. Forward- looking statements include, but are not limited to, statements concerning the Company’s belief, expectations, or intentions concerning the Company’s future performance, the financial outlook of the markets it serves and the performance and activities of its competitors. These statements reflect the Company’s current views, are based on numerous assumptions and are subject to numerous risks, uncertainties and other factors including but not limited to the following:

• Unexpected fluctuations in market interest rates

• Unexpected fluctuations in the market for equities, bonds, federal funds and other financial instruments

• An increase in the level of non-performing assets

• An increase in competitive pricing pressures within the Company’s market which may result in the following:

• An increase in the Company’s cost of funds

• Changes in volume of loan originations

• Limit the ability of the Company to attract and retain banking customers

• Adverse legislative or regulatory developments

• Adverse impacts resulting from the continuing war on terrorism

• The impact of inflation, and other factors described in the Company’s annual report on Form 10-K.

14

Critical Accounting Policies

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. As such, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates and the reported amounts of income and expense during the reporting periods. Actual amounts could differ from such estimates. The Company believes that the following accounting policies are among the most critical because they involve significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions.

Provision for Loan Losses

The provision for loan losses represents a charge against current earnings and an addition to the allowance for loan losses. In determining the amount to provide for loan losses, the key factor is the adequacy of the balance of the allowance for loan losses. Management uses a methodology to systematically measure the amount of estimated loan loss exposure inherent in the portfolio for purposes of establishing a sufficient allowance for loan losses. The methodology includes three elements: an analysis of individual loans deemed to be impaired, general loss allocations for various types of loans based on loss experience factors and an unallocated allowance. The unallocated allowance is maintained based on management’s assessment of many factors including the risk characteristics of the portfolio, concentrations of credit, current and anticipated economic conditions that may affect borrowers’ ability to pay, and trends in loan delinquencies and charge-offs. Any significant change in these assumptions and conditions could result in higher than estimated loan losses that could adversely affect the Company’s earnings results. 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. This could also adversely affect the Company’s earnings results.

Investment Securities Other Than Temporarily Impaired

Management judgment is involved in evaluating the nature of declines in value of individual investment securities held by the Company. Declines that are deemed other than temporary are recognized in the income statement through write-downs in the recorded value of the affected securities. Management considers many factors in their analysis, such as the financial condition, earnings capacity and near term prospects of the company in which MASSBANK has invested and the length of time and extent to which market value has been less than cost. Whenever a debt or equity security is deemed to be “other than temporarily impaired” due to a fundamental deterioration in its financial condition as determined by management’s analysis, it is written down to its current fair market value. If “due to general market conditions” an investment security declines in price by a certain percentage from its cost for more than a specified period of time, it is written down to its current fair market value. Any unfavorable change in general market conditions could cause an increase in the Company’s impairment write downs of investment securities. This would have an adverse effect on the Company’s earnings results.

15

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2003

General

For the quarter ended June 30, 2003, MASSBANK Corp. reported net income of $1,986,000, or $0.44 in diluted earnings per share compared to net income of $2,702,000 or $0.56 in diluted earnings per share in the second quarter of 2002. The second quarter 2003 earnings of $0.44 represent an increase of $0.02 per share over the first quarter of this year. Basic earnings per share in the recent quarter were $0.45 per share compared to $0.57 per share in the second quarter of the prior year.

The decline in the Company’s net income of $716,000 in the second quarter 2003 compared to the second quarter of 2002 is primarily due to a decrease in securities gains of $726,000. In the second quarter 2003, the Company recorded net gains on securities of $192,000 compared to net securities gains of $918,000 in the same quarter last year. Additionally, earnings results reflect a decrease in net interest income of $283,000 due to the continued pressure on the Company’s net interest margin resulting from falling interest rates. Second Quarter 2003 earnings results also reflect an increase in non-interest expense of $242,000 partially offset by an increase in other non-interest income of $82,000. The Company’s income tax expense in the recent quarter declined $453,000 due to lower income before taxes and a decline in the Company’s effective income tax rate.

Net interest income

Net interest income totaled $5,724,000 in the second quarter of 2003, a decrease of $283,000 from the same quarter a year ago. This decrease was principally attributable to a decline in net interest margin, partially offset by the positive effect of average earning asset growth. Net interest margin represents the relationship between net interest income and average earning assets. Net interest margin is affected by several factors, including fluctuations in the overall interest rate environment, funding strategies, and the mix of interest earning assets and interest bearing liabilities. The Company’s net interest margin for the three months ended June 30, 2003 was 2.32%, a decrease from 2.49% reported in the second quarter of 2002. Average earning assets for the quarter ended June 30, 2003 increased $21.4 million to $991.0 million, from $969.7 million in the same quarter of 2002.

Interest and Dividend Income

Interest and dividend income on a fully taxable equivalent basis for the three months ended June 30, 2003, decreased $2,090,000 or 17.5% to $9,879,000 from $11,969,000 for the three months ended June 30, 2002. The decrease in interest and dividend income resulted from a decrease in yield on the Company’s average earning assets, partially offset by the higher interest income resulting from an increase of $21.4 million in average earning assets. As reflected in the table on page 17 of this report, the yield on the Company’s average earning assets in the second quarter of 2003 was 3.99%, down from 4.94% in the same quarter of 2002. The reduction in yield on the Company’s average earning assets is primarily attributable to lower market interest rates.

16

	AVERAGE BALANCE SHEETS Three Months Ended June 30,
	2003							2002
(In thousands)	Average Balance			Interest Income/ Expense		Average Yield/ Rate		Average Balance			Interest Income/ Expense		Average Yield/ Rate
Assets:
Earning assets:
Federal funds sold	$	231,170		$	689	1.20	%	$	170,290		$	724	1.71	%
Short-term investments (2)		27,562			111	1.62			28,973			160	2.22
Investment securities (3)		213,818			1,668	3.12			147,265			1,381	3.75
Mortgage-backed securities (3)		142,812			2,216	6.21			244,318			3,900	6.39
Trading securities		79,583			306	1.54			36,443			195	2.14
Mortgage loans (1)		282,260			4,668	6.62			311,827			5,222	6.70
Other loans (1)		13,838			221	6.39			30,563			387	5.07
Total earning assets		991,043		$	9,879	3.99	%		969,679		$	11,969	4.94	%
Allowance for loan losses		(2,653	)						(2,642	)
Total earning assets less allowance for loan losses		988,390							967,037
Other assets		21,700							22,555
Total assets	$	1,010,090						$	989,592

(1) Loans on non-accrual 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) Average balances include net unrealized gains on securities available for sale.

17

	AVERAGE BALANCE SHEETS—(continued) Three Months Ended June 30,
	2003						2002
(In thousands)	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Liabilities:
Deposits:
Demand and NOW	$	82,356	$	54	0.26	%	$	82,476	$	89	0.43	%
Savings		594,269		2,900	1.96			452,056		3,064	2.72
Time certificates of deposit		217,127		1,182	2.18			334,088		2,790	3.35
Total deposits		893,752		4,136	1.86			868,620		5,943	2.74
Other liabilities		4,569						4,669
Total liabilities		898,321						873,289
Stockholders’ equity		111,769						116,303
Total liabilities and stockholders’ equity	$	1,010,090					$	989,592
Net interest income (tax-equivalent basis)				5,743						6,026
Less adjustment of tax-exempt interest income				19						19
Net interest income			$	5,724					$	6,007
Interest rate spread					2.13	%					2.20	%
Net interest margin (4)					2.32	%					2.49	%

(4) Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.

18

Interest Expense

Total interest expense for the three months ended June 30, 2003 decreased $1,807,000, or 30.4% to $4,136,000 from $5,943,000 for the three months ended June 30, 2002. The decrease in interest expense is due primarily to a reduction in the Bank’s average cost of funds, partially offset by an increase in interest expense due to higher average deposits. A decrease in the Bank’s deposit rates, due to declining market interest rates in the last twelve months, caused the Bank’s cost of funds to decrease 88 basis points, from 2.74% in the second quarter of 2002 to 1.86% in the recent quarter. The decrease in deposit rates also reflects the impact of the growth in the Bank’s savings and money market account deposits replacing continued runoff in time certificates of deposit. The Company’s average deposits, as shown in the table on page 18, increased $25.1 million to $893.8 million in the second quarter of 2003, from $868.6 million in the second quarter of 2002.

Provision for Loan Losses

The provision for loan losses represents a charge against current earnings and an addition to the allowance for loan losses. There were no provisions for loan losses in the second quarter of 2003 and 2002. In determining the amount to provide for loan losses, the key factor is the adequacy of the balance of the allowance for loan losses. Management uses a methodology to systematically measure the amount of estimated loan loss exposure inherent in the portfolio for purposes of establishing a sufficient allowance for loan losses. The methodology includes three elements: an analysis of individual loans deemed to be impaired, general loss allocations for various loan types based on loss experience factors and an unallocated allowance which is maintained based on management’s assessment of many factors including the risk characteristics of the portfolio, concentrations of credit, 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 currently available in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ 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. At June 30, 2003, the allowance for loan losses was $2,653,000 representing 722.9% of nonaccrual loans. The Bank’s nonaccrual loans totaled $367,000 at June 30, 2003 down from $420,000 at December 31, 2002 and $403,000 at June 30, 2002. The Bank had no net loan charge-offs in the second quarter of 2003 and $1,000 in net loan charge-offs in the second quarter of 2002. Management believes that the allowance for loan losses as of June 30, 2003 is adequate to cover the risks inherent in the loan portfolio under current conditions.

19

Non-Interest Income

Non-interest income consists of deposit account service fees, net gains on securities and other non-interest income.

Non-interest income decreased $644,000 to $592,000 in the second quarter 2003 from $1,236,000 in the comparable quarter of 2002.

In the second quarter 2003, the Company recorded net gains on securities of $192,000 compared to net securities gains of $918,000 in the same quarter last year. Net securities gains in the recent quarter consisted of net losses on securities available for sale of $159,000 and net gains on trading securities of $351,000. Net losses on securities available for sale in the second quarter 2003 were comprised of $38,000 in gains on debt securities and $197,000 in losses on equity securities. This compares to $106,000 in gains on debt securities and $644,000 in gains on equity securities for the same quarter of 2002. The Company’s debt securities portfolio had net unrealized gains of $9.7 million as of June 30, 2003 and the Company’s equity securities portfolio had net unrealized gains of $0.1 million as of the end of the recent quarter. See page 28 of this report.

The Bank’s deposit account service fees and other non-interest income totaled $133,000 and $267,000, respectively, for the second quarter of 2003 compared to $141,000 and $177,000, respectively, for the second quarter of 2002. The increase in other non-interest income is essentially due to the assets in the Company’s deferred compensation plan having increased in market value in the three months ended June 30, 2003 versus having depreciated in value in the same period last year. This increase is offset by an equivalent increase in deferred compensation expense under the salaries and employee benefits expense component as noted below.

Non-Interest Expense

Non-interest expense increased $242,000 or 8.1% to $3,229,000 for the three months ended June 30, 2003 compared to the same period in 2002.

Salaries and employee benefits, the largest component of non-interest expense increased $169,000 or 9.4% to $1,969,000 in the recent quarter, from $1,800,000 in the comparable quarter of 2002. This increase is due primarily to the increase in deferred compensation plan expense noted under the non-interest income section above.

Occupancy and equipment expenses increased $63,000 or 13.3% to $536,000 in the recent quarter from $473,000 in the second quarter of 2002. This increase is due largely to an increase in depreciation, equipment maintenance and repairs, and snow and rubbish removal expenses.

Professional service expenses decreased by $44,000 or 28.9% to $108,000 in the second quarter of 2003 from $152,000 in the second quarter of last year. The decrease is due primarily to a reduction in legal fees.

All other non-interest expenses combined, consisting of data processing, advertising and marketing, deposit insurance and other expenses, increased $54,000 or 9.6% to $616,000 for the three months ended June 30, 2003 from $562,000 for the three months ended June 30, 2002. This increase in other non- interest expenses is primarily attributable to an increase in telephone and data line charges.

20

Income Tax Expense

The Company, the Bank and its subsidiaries file a consolidated federal income tax return. The Parent Company, the Bank and its subsidiaries are subject to a State of Massachusetts Corporate Excise Tax.

The Company recorded income tax expense of $1,101,000 in the second quarter of 2003, a decrease of $453,000 when compared to the same quarter last year. The decrease in income tax expense is due primarily to a decrease in income before income taxes and a decrease in effective income tax rate. The Company’s income before income taxes was $3,087,000 in the recent quarter compared to $4,256,000 for the same quarter a year ago. The effective income tax rate for the three months ended June 30, 2003 and 2002 was 35.7% and 36.5%, respectively.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2003

General

For the six months ended June 30, 2003, the Company reported net income of $3,931,000 or $0.86 in diluted earnings per share ($0.88 in basic earnings per share) compared to net income of $5,352,000 or $1.10 in diluted earnings per share ($1.13 in basic earnings per share) for the six months ended June 30, 2002.

The decline in the Company’s net income of $1,421,000 in the first six months of 2003 compared to the first six months of 2002 is primarily due to a decrease in securities gains of $1,619,000. In the first half of 2003, the Company recorded net gains on securities of $232,000 compared to net securities gains of $1,851,000 in the first half of 2002. Additionally, earnings reflect a decrease in net interest income of $481,000 due to the continued pressure on the Company’s net interest margin resulting from falling interest rates. Earnings results for the first six months of 2003 also reflect an increase in non- interest expense of $256,000 partially offset by an increase in other non- interest income of $25,000. The Company’s income tax expense in the first half of 2003 declined $910,000 due to lower income before taxes and a decrease in the Company’s effective income tax rate.

Net Interest Income

Net interest income totaled $11,472,000 for the six months ended June 30, 2003, compared to $11,953,000 for the same period in 2002. The decrease of $481,000 is primarily attributable to a decline in net interest margin, partially offset by the positive effect of average earning asset growth.

Net interest margin represents the relationship between net interest income and average earning assets. Net interest margin is affected by several factors, including fluctuations in the overall interest rate environment, funding strategies, and the mix of interest earning assets and interest bearing liabilities. The Company’s net interest margin for the six months ended June 30, 2003 was 2.33%, a decrease from 2.49% reported in the six months ended June 30, 2002. Average earning assets for the six months ended June 30, 2003 increased $26.2 million to $990.3 million, from $964.0 million in the same period of 2002.

21

	AVERAGE BALANCE SHEETS Six Months Ended June 30,
	2003							2002
(In thousands)	Average Balance			Interest Income/ Expense		Average Yield/ Rate		Average Balance			Interest Income/ Expense		Average Yield/ Rate
Assets:
Earning assets:
Federal funds sold	$	220,224		$	1,310	1.20	%	$	172,369		$	1,449	1.70	%
Short-term investments (2)		29,928			235	1.58			33,421			388	2.34
Investment securities (3)		200,607			3,183	3.17			136,361			2,636	3.87
Mortgage-backed securities (3)		158,330			4,906	6.20			250,698			8,045	6.42
Trading securities		76,318			569	1.50			30,400			323	2.13
Mortgage loans (1)		290,345			9,599	6.61			308,355			10,404	6.75
Other loans (1)		14,533			460	6.38			32,440			788	4.89
Total earning assets		990,285		$	20,262	4.09	%		964,044		$	24,033	4.99	%
Allowance for loan losses		(2,653	)						(2,643	)
Total earning assets less allowance for loan losses		987,632							961,401
Other assets		21,852							22,408
Total assets	$	1,009,484						$	983,809

(1) Loans on non-accrual 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) Average balances include net unrealized gains on securities available for sale.

22

	AVERAGE BALANCE SHEETS—(continued) Six Months Ended June 30,
	2003						2002
(In thousands)	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Liabilities:
Deposits:
Demand and NOW	$	82,835	$	139	0.34	%	$	82,039	$	178	0.44	%
Savings		580,775		6,014	2.09			428,965		5,758	2.71
Time certificates of deposit		227,380		2,596	2.30			351,472		6,101	3.50
Total deposits		890,990		8,749	1.98	%		862,476		12,037	2.81	%
Other liabilities		4,849						5,033
Total liabilities		895,839						867,509
Stockholders’ equity		113,645						116,300
Total liabilities and stockholders’ equity	$	1,009,484					$	983,809
Net interest income (tax-equivalent basis)				11,513						11,996
Less adjustment of tax-exempt interest income				41						43
Net interest income			$	11,472					$	11,953
Interest rate spread					2.11	%					2.18	%
Net interest margin (4)					2.33	%					2.49	%

(4) Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.

23

Interest and Dividend Income

Interest and dividend income on a fully taxable equivalent basis for the six months ended June 30, 2003, decreased $3,771,000 or 15.7% to $20,262,000 from $24,033,000 for the six months ended June 30, 2002. The decrease in interest and dividend income resulted from a decrease in yield on the Company’s average earning assets, partially offset by the higher interest income resulting from an increase of $26.2 million in average earning assets. As reflected in the table on page 22 of this report, the yield on the Company’s average earning assets in the first half of 2003 was 4.09%, down from 4.99% in the first half of 2002. The reduction in yield on the Company’s average earning assets is primarily attributable to lower market interest rates.

Interest Expense

Total interest expense for the six months ended June 30, 2003 decreased $3,288,000, or 27.3% to $8,749,000 from $12,037,000 for the six months ended June 30, 2002. The decrease in interest expense is due primarily to a reduction in the Bank’s average cost of funds, partially offset by an increase in interest expense due to higher average deposits. A decrease in the Bank’s deposit rates, due to declining market interest rates in the last twelve months, caused the Bank’s cost of funds to decrease 83 basis points, from 2.81% in the first half of 2002 to 1.98% in the first half of 2003. The decrease in deposit rates also reflects the impact of the growth in the Bank’s savings and money market account deposits replacing continued runoff in time certificates of deposit. The Company’s average deposits, as shown in the table on page 23, increased $28.5 million to $891.0 million in the first half of 2003, from $862.5 million in the first half of 2002.

Provision for Loan Losses

The provision for loan losses represents a charge against current earnings and an addition to the allowance for loan losses. There were no provisions for loan losses in the six months ended June 30, 2003 and 2002. In determining the amount to provide for loan losses, the key factor is the adequacy of the balance of the allowance for loan losses. Management uses a methodology to systematically measure the amount of estimated loan loss exposure inherent in the portfolio for purposes of establishing a sufficient allowance for loan losses. The methodology includes three elements: an analysis of individual loans deemed to be impaired, general loss allocations for various loan types based on loss experience factors and an unallocated allowance which is maintained based on management’s assessment of many factors including the risk characteristics of the portfolio, concentrations of credit, 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 currently available in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ 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. At June 30, 2003, the allowance for loan losses was $2,653,000 representing 722.9% of nonaccrual loans. The Bank’s nonaccrual loans totaled $367,000 at June 30, 2003 down from $420,000 at December 31, 2002 and $403,000 at June 30, 2002. Net loan charge-offs for the six months ended June 20, 2003 and 2002 were $2,000 and $1,000, respectively. Management believes that the allowance for loan losses as of June 30, 2003 is adequate to cover the risks inherent in the loan portfolio under current conditions.

24

Non-Interest Income

Non-interest income consists of deposit account service fees, net gains on securities and other non-interest income.

Non-interest income decreased $1,594,000 to $898,000 in the first half of 2003 from $2,492,000 in the first half of 2002.

In the six months ended June 30, 2003, the Company recorded net gains on securities of $232,000 compared to net securities gains of $1,851,000 in the comparable period last year. Net securities gains in the first half of 2003 consisted of net losses on securities available for sale of $41,000 and net gains on trading securities of $273,000. Net losses on securities available for sale in the first half of 2003 were comprised of $296,000 in gains on debt securities and $337,000 in losses on equity securities. This compares to $110,000 in gains on debt securities and $1,639,000 in gains on equity securities in the first half of 2002. The Company’s debt securities portfolio had net unrealized gains of $9.7 million as of June 30, 2003 and the Company’s equity securities portfolio had net unrealized gains of $0.1 million as of the end of the recent quarter. See page 28 of this report.

The Bank’s deposit account service fees and other non-interest income totaled $270,000 and $396,000, respectively, for the six months ended June 30, 2003 compared to $287,000 and $354,000, respectively, for the six months ended June 30, 2002. The increase in other non-interest income is essentially due to the assets in the Company’s deferred compensation plan having increased in market value in the six months ended June 30, 2003 versus having depreciated in value in the same period last year. The increase in the Bank’s deferred compensation plan income of approximately $100,000 is offset by an equivalent increase in deferred compensation expense under the salaries and employee benefits expense component as noted below.

Non-Interest Expense

Non-interest expense increased $256,000 or 4.3% to $6,278,000 for the six months ended June 30, 2003 compared to the same period in 2002.

Salaries and employee benefits, the largest component of non-interest expense increased $185,000 or 5.1% to $3,811,000 in the first half of 2003, from $3,626,000 in the first half of 2002. This increase is due in large part to the increase in deferred compensation plan expense noted under the non- interest income section above.

Occupancy and equipment expenses increased $115,000 or 11.6% to $1,109,000 in the six months ended June 30, 2003 from $994,000 in the six months ended June 30, 2002. This increase is due partly to an increase in depreciation, equipment maintenance and repairs, and snow and rubbish removal expenses.

Professional service expenses decreased by $77,000 or 26.0% to $219,000 in the first half of 2003 from $296,000 in the first half of last year. The decrease is due primarily to a reduction in legal fees.

All other non-interest expenses combined, consisting of data processing, advertising and marketing, deposit insurance and other expenses, increased $33,000 or 3.0% to $1,139,000 for the six months ended June 30, 2003 from $1,106,000 for the six months ended June 30, 2002. This increase in other non- interest expenses is primarily attributable to an increase in telephone and data line charges.

25

Income Tax Expense

The Company, the Bank and its subsidiaries file a consolidated federal income tax return. The Parent Company, the Bank and its subsidiaries are subject to a State of Massachusetts Corporate Excise Tax.

The Company recorded income tax expense of $2,161,000 in the first half of 2003, a decrease of $910,000 when compared to the same period last year. The decrease in income tax expense is due primarily to a decrease in income before income taxes and a decrease in effective income tax rate. The Company’s income before income taxes was $6,092,000 in the first half of 2003 compared to $8,423,000 for the same period a year ago. The effective income tax rate for the six months ended June 30, 2003 and 2002 was 35.5% and 36.5%, respectively.

Financial Condition

The Company’s total assets were $1.009 billion at June 30, 2003 essentially unchanged from December 31, 2002.

Investments

At June 30, 2003, the Company’s investment portfolio, consisting of securities available for sale, trading securities, short-term investments, term federal funds sold and interest-bearing bank deposits totaled $700.6 million or 69.5% of total assets, an increase of $30.7 million or 4.6%, compared to $669.9 million representing 66.4% of total assets at December 31, 2002. The increase in investments was essentially due to an increase in trading securities of $31.7 million, consisting primarily of U.S. Treasury obligations. The Company’s investment portfolio also reflects an increase in securities available for sale of $16.9 million, term federal funds sold of $15.0 million and interest bearing bank deposits of $1.2 million. These are offset by a reduction in short term investments of $34.1 million. The increase in the Company’s securities available for sale portfolio reflects an increase in U.S. Treasury and Government agency obligations of $80.3 million partially offset by a decrease in the Company’s mortgage-backed securities portfolio due primarily to the significant prepayments received on mortgage-backed securities in this historically low interest rate environment. The mortgage-backed securities portfolio decreased $61.8 million in the first half of 2003, from $189.1 million at December 31, 2002 to $127.3 million at June 30, 2003. For further information concerning the composition, maturity and market value of the Company’s investment securities, see pages 28, 29 and 30 of this Form 10-Q. Interest rate changes affect the value of the debt securities portfolio. Rising interest rates would generally reduce the value of the debt securities portfolio. Conversely, falling interest rates would generally increase the value of the portfolio.

Loans

The loan portfolio, net of allowance for loan losses, decreased $32.3 million or 10.2% in the first half of 2003. At June 30, 2003, the loan portfolio, net of allowance for loan losses, was $283.9 million representing 28.1% of total assets compared to $316.1 million representing 31.3% of total assets at December 31, 2002.

The majority of loans in the portfolio are residential mortgages. Residential mortgages amounted to $271.2 million at June 30, 2003, representing 94.7% of the loan portfolio. See page 31 of this Form 10-Q for a table setting forth the composition of the loan portfolio at June 30, 2003 and year-end 2002.

Mortgage refinancing activity for the bank declined in the first half of 2003 compared to the first half of 2002 despite the current low rate environment. As a result, the Bank originated $37.5 million in loans in the first half of 2003 compared to $54.3 million in the same period last year. Refinancing activity in the six months ended June 30, 2003 resulted in significant loan payoffs for the Bank. Consequently, the Bank’s loan portfolio, net of allowance for loan losses, declined $32.3 million or 10.2% in the first six months of 2003.

26

Non-performing Assets

Non-accrual loans, generally those loans that are 90 days or more delinquent, were $367,000 at June 30, 2003 compared to $420,000 at December 31, 2002. This represents 0.13% of total loans at June 30, 2003. There were no provisions for loan losses in the first half of 2003 and 2002. The Bank recorded net loan charge-offs of $2,000 in the first half of 2003 compared to $1,000 in net loan charge-offs in the first half of 2002. The bank’s allowance for loan losses at June 30, 2003 totaled approximately $2.7 million representing 723% of non-accrual loans and 0.93% 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. The Bank had no real estate acquired through foreclosure at June 30, 2003.

Deposits

Deposits have historically been the Bank’s primary source of funds for lending and investment activities. MASSBANK attracts deposits within its primary market area by offering a variety of deposit instruments including demand and NOW accounts, money market accounts, different types of savings accounts, certificates of deposit and retirement savings plans. Deposit flows vary significantly and are influenced by prevailing interest rates, market conditions, economic conditions and competition. The Bank’s management attempts to manage its deposits through selective pricing and marketing. Total deposits increased $8.4 million or 0.9% to $892.3 million at June 30, 2003, from $883.9 million at December 31, 2002. This increase was primarily the result of an increase in savings and money market account deposits of $49.1 million or 8.9%, partially offset by a decrease in time certificates of deposit of $39.4 million or 15.8%. Other deposits decreased by $1.3 million during the first six months of 2003. For information concerning the composition of the Bank’s deposits at June 30, 2003 and year-end 2002, see page 34 of this Form 10-Q.

Stockholders Equity

Total stockholders’ equity decreased $7.1 million to $110.1 million at June 30, 2003, representing a book value per share of $25.20, from $117.3 million representing a book value per share of $25.45 at December 31, 2002. The change in stockholders’ equity was essentially due to the Company’s repurchase of its stock in the amount of $8.1 million, a decrease in other comprehensive income of $1.7 million and the payment of dividends to stockholders of $2.0 million. This was partially offset by the net income for the first half of 2003 of $3.9 million and the payments and related tax benefits received from the exercise of stock options by the Company’s officers and directors of $0.8 million.

27

FINANCIAL CONDITION

INVESTMENT SECURITIES

The amortized cost and market value of investment securities at June 30, 2003 with gross unrealized gains and losses, follows:

(In thousands) At June 30, 2003	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Market Value
Securities available for sale:         Debt securities:
U.S. Treasury obligations	$	104,519	$	1,713	$	(12	)	$	106,220
U.S. Government agency obligations		149,979		1,236		(36	)		151,179
Total		254,498		2,949		(48	)		257,399
Mortgage-backed securities:
Government National Mortgage Association		12,001		815		—			12,816
Federal Home Loan Mortgage Corporation		107,640		5,943		—			113,583
Federal National Mortgage Association		529		22		—			551
Collateralized mortgage obligations		307		8		—			315
Total mortgage-backed securities		120,477		6,788		—			127,265
Total debt securities		374,975		9,737		(48	)		384,664
Equity securities		12,207		625		(560	)		12,272
Total securities available for sale		387,182	$	10,362	$	(608	)	$	396,936
Net unrealized gains on securities available for sale		9,754
Total securities available for sale, net		396,936
Total investment securities, net	$	396,936

TRADING SECURITIES

The market value of trading securities is as follows:

(In Thousands) At June 30, 2003	Market Value
U.S. Treasury obligations	$	67,937
Investments in mutual funds		3
Total trading securities	$	67,940

28

FINANCIAL CONDITION (continued)

INVESTMENT SECURITIES

The amortized cost and market value of investment securities at December 31, 2002 with gross unrealized gains and losses, follows:

(In thousands) At December 31, 2002	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Market Value
Securities available for sale: Debt securities:
U.S. Treasury obligations	$	101,017	$	2,229	$	—		$	103,246
U.S. Government agency obligations		73,044		794		—			73,838
Total		174,061		3,023		—			177,084
Mortgage-backed securities:
Government National Mortgage Association		15,613		1,178		—			16,791
Federal Home Loan Mortgage Corporation		161,167		9,857		—			171,024
Federal National Mortgage Association		788		34		—			822
Collateralized mortgage obligations		454		14		—			468
Total mortgage-backed securities		178,022		11,083		—			189,105
Total debt securities		352,083		14,106		—			366,189
Equity securities		15,567		383		(2,117	)		13,833
Total securities available for sale		367,650	$	14,489	$	(2,117	)	$	380,022
Net unrealized gains on securities available for sale		12,372
Total securities available for sale, net		380,022
Total investment securities, net	$	380,022
TRADING SECURITIES The market value of trading securities is as follows:
(In Thousands) At December 31, 2002								Market Value
U.S. Treasury obligations								$	36,228
Marketable equity securities									19
Investments in mutual funds									2
Total trading securities								$	36,249

29

FINANCIAL CONDITION (continued)

The amortized cost and estimated market value of debt securities available for sale by contractual maturity at June 30, 2003 and December 31, 2002 are shown in the following tables. Actual maturities will differ from contractual maturities because of callable government agency securities in the Bank’s portfolio that may be called prior to maturity.

	June 30, 2003
	Available for Sale
Maturing:	Amortized Cost		Market Value
	(In thousands)
Within 1 year	$	68,197	$	68,788
After 1 year but within 5 years		152,261		154,306
After 5 years but within 10 years		33,997		34,261
After 10 years but within 15 years		43		44
U.S. Treasury and Government agency obligations (a)		254,498		257,399
Mortgage-backed securities		120,477		127,265
Total	$	374,975	$	384,664
	December 31, 2003
	Available for Sale
Maturing:	Amortized Cost		Market Value
	(In thousands)
Within 1 year	$	39,996	$	40,443
After 1 year but within 5 years		130,021		132,522
After 5 years but within 10 years		4,000		4,075
After 10 years but within 15 years		44		44
U.S. Treasury and Government agency obligations (b)		174,061		177,084
Mortgage-backed securities		178,022		189,105
Total	$	352,083	$	366,189

(a) At June 30, 2003 the Bank’s debt securities available for sale portfolio included U.S. Government agency obligations that can be called prior to maturity with an amortized cost of $135.0 million and a market value of $136.7 million.

(b) At December 31, 2002 the Bank’s debt securities available for sale portfolio included U.S. Government agency obligations that can be called prior to maturity with an amortized cost of $73.0 million and a market value of $73.8 million.

30

LOANS

The composition of the Bank’s loan portfolio is summarized as follows:

(In thousands)	At June 30, 2003			At December 31, 2002
Mortgage loans:
Residential	$	271,681		$	300,661
Commercial		1,885			2,348
Construction		165			654
		273,731			303,663
Premium on loans		16			20
Deferred mortgage loan origination fees		(610	)		(895	)
Total mortgage loans		273,137			302,788
Other loans:
Consumer:
Installment		560			798
Guaranteed education		2,777			3,293
Other secured		524			515
Home equity lines of credit		9,258			11,102
Unsecured		188			187
Total consumer loans		13,307			15,895
Commercial		92			116
Total other loans		13,399			16,011
Total loans	$	286,536		$	318,799

The Bank’s loan portfolio decreased $32.3 million during the first six months of 2003, from $318.8 million at December 31, 2002 to $286.5 million at June 30, 2003. Mortgage loans decreased $29.7 million and consumer loans decreased $2.6 million.

Loan originations decreased $16.8 million to $37.5 million in the first six months of 2003 compared to $54.3 million in the first six months of 2002.

31

NON-PERFORMING ASSETS

The following table shows the composition of the Bank’s non-performing assets at June 30, 2003 and 2002, and December 31, 2002:

(In thousands)	At June 30, 2003			At December 31, 2002			At June 30, 2002
Non-Performing Assets:
Non-accrual loans	$	367		$	420		$	403
Real estate acquired through foreclosure		—			—			—
Total non-performing assets	$	367		$	420		$	403
Allowance for loan losses	$	2,653		$	2,655		$	2,642
Allowance as a percent of non-accrual loans		722.9	%		632.1	%		655.6	%
Allowance as a percent of non-performing assets		722.9	%		632.1	%		655.6	%
Non-accrual loans as a percent of total loans		0.13	%		0.13	%		0.12	%
Non-performing assets as a percent of total assets		0.04	%		0.04	%		0.04	%

The Bank generally does not accrue interest on loans which are 90 days or more past due. It is the Bank’s policy to place such loans on non-accrual status and to reverse from income all interest previously accrued but not collected and to discontinue all amortization of deferred loan fees.

Non-performing assets decreased from December 31, 2002 to June 30, 2003 as noted in the table above. The principal balance of non-accrual loans was $367,000, or approximately 0.13% of total loans at June 30, 2003.

The Bank did not have any impaired loans as of June 30, 2003.

32

ALLOWANCE FOR LOAN LOSSES

An analysis of the activity in the allowance for loan losses is as follows:

	Six Months Ended June 30,
	2003			2002
	(In thousands)
Balance at December 31,	$	2,655		$	2,643
Provision for loan losses		—			—
Recoveries of loans previously charged-off		—			1
Charge-offs		(2	)		(2	)
Balance at June 30,	$	2,653		$	2,642

The Company maintains an allowance for probable losses that are inherent in the Company’s loan portfolio. The allowance for loan losses is increased by provisions charged to operations based on the estimated loan loss exposure inherent in the portfolio. Management uses a methodology to systematically measure the amount of estimated loan loss exposure inherent in the portfolio for purposes of establishing a sufficient allowance for loan losses. The methodology includes three elements: an analysis of individual loans deemed to be impaired in accordance with the terms of Statement of Financial Accounting Standard No. 114, “Accounting by Creditors for Impairment of a Loan,” general loss allocations for various loan types based on loss experience factors and an unallocated allowance which is maintained based on management’s assessment of many factors including the risk characteristics of the portfolio, concentrations of credit, current and anticipated economic conditions that may effect 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 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.

At June 30, 2003 the balance of the allowance for loan losses was $2,653,000 representing 722.9% of non-accrual loans. Management believes that the allowance for loan losses is adequate to cover the risks inherent in the portfolio under current conditions.

33

DEPOSITS

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 total deposits increased by $8.4 million to $892.3 million at June 30, 2003 from $883.9 million at December 31, 2002.

The composition of the Bank’s total deposits as of the dates shown are summarized as follows:

	June 30, 2003		December 31, 2002
	(In thousands)
Demand and NOW	$	83,984	$	85,327
Savings and money market accounts		598,059		548,947
Time certificates of deposit		210,236		249,654
Total deposits	$	892,279	$	883,928

34

PART I    ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK

Market Risk

Market risk is the risk of loss in a financial instrument arising from adverse changes in prices. The Company’s investment securities portfolio includes equity securities with a market value of $12.3 million at June 30, 2003. Movements in equity prices affect the value of the equity portfolio and affect the amount of securities gains or losses that the Company realizes from the sale of equity securities. The Company’s debt securities portfolio has a market value of $384.7 million at June 30, 2003. Interest rate changes affect the value of the debt securities portfolio. Rising interest rates would generally reduce the value of the debt securities portfolio.

Interest Rate Risk

Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change the interest income and expense streams associated with the Company’s financial instruments also change thereby impacting net interest income, the primary component of the Company’s earnings. The ongoing monitoring and management of this risk is an important component of the Company’s asset/liability management process. For additional information about the Company’s asset/liability management and interest rate risk, see the Management Discussion and Analysis section of the Company’s Form 10-K for the year ended December 31, 2002.

Liquidity and Capital Resources

The Bank must maintain a sufficient amount 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 and mortgage-backed securities amortization and prepayments, sales or maturities of investment securities, investment securities called before maturity 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 and money market funds, 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 June 30, 2003 the Bank had $214.6 million or 21.3% of total assets and $325.3 million or 32.3% of total assets invested, respectively, in overnight federal funds sold and money market funds, and United States Treasury and Government agency obligations.

The Bank is a Federal Deposit Insurance Corporation (“FDIC”) insured institution subject to the FDIC regulatory capital requirements. The FDIC regulations require all FDIC insured institutions to maintain minimum levels of Tier 1 capital. Highly rated banks (i.e., those with a composite rating of 1 under the CAMELS rating system) are required to maintain a minimum leverage ratio of Tier 1 capital to total 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 risk-based capital standards, FDIC insured institutions must maintain a Tier 1 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 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

35

ratios. Tier II components include supplemental capital components such as qualifying allowance for loan losses and qualifying subordinated debt and up to 45 percent of the pre-tax net unrealized holding gains on certain available for sale equity securities. Tier I capital plus the Tier II capital components are referred to as total qualifying capital.

The capital ratios of the Bank and the Company currently exceed the minimum regulatory requirements. At June 30, 2003, the Bank had a leverage Tier I capital to total assets ratio of 10.06%, a Tier I capital to risk- weighted assets ratio of 32.81% and a total capital to risk-weighted assets ratio of 33.67%. The Company, on a consolidated basis, had ratios of leverage Tier I capital to total assets of 10.32%, Tier I capital to risk-weighted assets of 33.16% and total capital to risk-weighted assets of 34.03% at June 30, 2003.

PART I     ITEM 4

Controls and Procedures

MASSBANK Corp. evaluated the design and operation of its disclosure controls and procedures to determine whether they are effective in ensuring that the disclosure of required information is timely made in accordance with the Exchange Act and the rules and forms of the Securities and Exchange Commission. This evaluation was made with the participation of MASSBANK Corp.’s principal executive officer and principal financial officer as of the end of the period covered by this Quarterly Report on Form 10-Q. The principal executive officer and principal financial officer have concluded, based on their review, that MASSANK Corp.’s disclosure controls and procedures, as defined at Exchange Act Rules 13(a)-14(c) and 15d-14(c) are effective to ensure that information required to be disclosed by MASSBANK Corp. in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There was no change in MASSBANK’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, MASSBANK’s internal control over financial reporting.

36

PART II—OTHER INFORMATION

Item 1.    Legal Proceedings

From time to time, MASSBANK Corp. and/or the Bank are involved as a plaintiff or defendant in various legal actions incident to their business. As of June 30, 2003, none of these actions individually or in the aggregate is believed by management to be material to the financial condition of MASSBANK Corp. or the Bank.

Item 2.    Changes in Securities

Not Applicable.

Item 3.    Defaults Upon Senior Securities

Not Applicable.

Item 4.    Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders of MASSBANK Corp. held on April 22, 2003, stockholders voted affirmatively on the following proposal:

1.) To elect four Directors to serve until the 2006 Annual Meeting of Stockholders.

Elected at Meeting	Term
Allan S. Bufferd	3 Years
Kathleen M. Camilli	3 Years
Nancy L. Pettinelli	3 Years
Dr. Donald B. Stackhouse	3 Years

Item 5.    Other Information

None.

Item 6.    Exhibits and Reports on Form 8-K

a. Exhibit Index

31.1 Rule 13a—14 Certification of Chief Executive Officer.

31.2 Rule 13a—14 Certification of Chief Financial Officer.

32.1 Section 1350 Certifications.

b. Reports on Form 8-K

None.

37

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MASSBANK Corp. & Subsidiaries

(Registrant)

Date: August 13, 2003	/s/    GERARD H. BRANDI
	(Signature) Gerard H. Brandi President and CEO

Date: August 13, 2003	/s/    REGINALD E. CORMIER
	(Signature) Reginald E. Cormier Sr. V.P., Treasurer and CFO

38

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Gerard H. Brandi certify that:

1. I have reviewed this quarterly report on Form 10Q of MASSBANK Corp.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a—15(e) and 15d—15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2003	/s/    GERARD H. BRANDI
	Gerard H. Brandi, President and CEO (principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Reginald E. Cormier certify that:

1. I have reviewed this quarterly report on Form 10Q of MASSBANK Corp.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a—15(e) and 15d—15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2003	/s/    REGINALD E. CORMIER
	Reginald E. Cormier, Sr. V.P.,Treasurer & CFO (principal financial officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned officer of MASSBANK Corp. (the “Company”) hereby certifies that the Company’s quarterly report on Form 10-Q for the period ended June 30, 2003 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, and shall not be nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 deemed to be a part of the Report or “filed” for any purpose whatsoever.

Date: August 13, 2003	/s/    GERARD H. BRANDI
	Gerard H. Brandi Title: President and CEO

The undersigned officer of MASSBANK Corp. (the “Company”) hereby certifies that the Company’s quarterly report on Form 10-Q for the period ended June 30, 2003 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, and shall not be nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 deemed to be a part of the Report or “filed” for any purpose whatsoever.

Date: August 13, 2003	/s/    REGINALD E. CORMIER
	Reginald E. Cormier Title: Sr.V.P., Treasurer & CFO