10QSB 1 wbor10q1.txt BODY OF 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ---- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2000 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: 000-27997 Westborough Financial Services, Inc. (Exact name of small business issuer as specified in its charter) Massachusetts 04-3504121 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 100 E. Main Street Westborough, Massachusetts 01581 (508) 366-4111 (Address of principal executive offices) (Issuer's telephone number, including area code) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Class Outstanding as of January 25, 2001 ----- ---------------------------------- Common Stock, par value $0.01 1,581,374 Transitional Small Business Disclosure Format (check one): YES [ ] NO [X] Forward Looking Statements Westborough Financial Services, Inc. (the "Company") and The Westborough Bank (the "Bank") may from time to time make written or oral "forward-looking statements." These forward-looking statements may be contained in this Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission (the "SEC"), other filings with the SEC, and in other communications by the Company and the Bank, which are made in good faith pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify forward-looking statements. Forward-looking statements include statements with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, which are subject to significant risks and uncertainties. The following factors, many of which are subject to change based on various other factors beyond the Company's control, and other factors identified in the Company's filings with the SEC and those presented elsewhere by management from time to time, could cause its financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: * the strength of the United States economy in general and the strength of the local economies in which the Company and the Bank conduct operations; * the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; * inflation, interest rate, market and monetary fluctuations; * the timely development of and acceptance of new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; * the willingness of users to substitute competitors' products and services for the Company's and the Bank's products and services; * the Company's and the Bank's success in gaining regulatory approval of their products and services, when required; * the impact of changes in financial services' laws and regulations (including laws concerning taxes, banking, securities and insurance); * the impact of technological changes; * acquisitions; * changes in consumer spending and saving habits; and * the Company's and the Bank's success at managing the risks involved in their business. This list of important factors is not exclusive. The Company or the Bank does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company or the Bank. WESTBOROUGH FINANCIAL SERVICES, INC. AND SUBSIDIARY
INDEX PART I. FINANCIAL INFORMATION Page --------------------- Item 1. Financial Statements Consolidated Balance Sheets 1 December 31, 2000 and September 30, 2000 (unaudited) Consolidated Statements of Income 2 For Three Months Ended December 31, 2000 and 1999 (unaudited) Consolidated Statements of Changes in Stockholders' Equity 3 For Three Months Ended December 31, 2000 and 1999 (unaudited) Consolidated Statement of Cash Flows 4 For Three Months Ended December 31, 2000 and 1999 (unaudited) Notes to Unaudited Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis. 6 PART II. OTHER INFORMATION 11 Item 1. Legal Proceedings. 11 Item 2. Changes in Securities and Use of Proceeds. 11 Item 3. Defaults upon Senior Securities. 11 Item 4. Submission of Matters to a Vote of Security Holders. 11 Item 5. Other Information. 12 Item 6. Exhibits and Reports on Form 8-K. 12 SIGNATURES 13
PART I. - FINANCIAL INFORMATION Item 1. - Financial Statements Westborough Financial Services, Inc. and Subsidiary Consolidated Balance Sheets (Dollars in thousands)
December 31, September 30, 2000 2000 ------------ ------------- (Unaudited) Assets Cash and due from banks $ 7,276 $ 4,599 Federal funds sold 5,838 7,510 Short-term investments 2,408 2,351 ----------------------- Total cash and cash equivalents 15,522 14,460 Securities available for sale, at fair value 74,256 69,216 Federal Home Loan Bank stock, at cost 903 903 Loans, net 115,546 113,559 Banking premises and equipment, net 2,268 2,192 Accrued interest receivable 1,483 1,317 Deferred income taxes 487 881 Cash surrender value of life insurance 3,229 3,133 Other assets 265 315 ----------------------- Total assets $213,959 $ 205,976 ======================= Liabilities and Stockholders' Equity Deposits $170,031 $163,405 Federal Home Loan Bank advances 16,500 16,500 Mortgagors' escrow accounts 213 247 Accrued expenses and other liabilities 1,701 1,108 ----------------------- Total liabilities 188,445 181,260 ----------------------- Commitments and Contingencies Preferred stock, $.01 par value, 1,000,000 shares authorized, none outstanding 0 0 Common stock, $.01 par value, 5,000,000 shares authorized, 1,581,374 shares issued and outstanding 16 16 Additional paid in capital 4,541 4,541 Retained earnings 21,252 20,931 Accumulated other comprehensive income (loss) 117 (352) Unearned compensation-employee stock ownership plan (412) (420) ----------------------- Total stockholders' equity 25,514 24,716 ----------------------- Total liabilities and stockholders' equity $213,959 $205,976 =======================
See accompanying notes to unaudited consolidated financial statements. Westborough Financial Services, Inc. and Subsidiary Consolidated Statements of Income (Dollars in thousands, except per share data)
Three Months Ended December 31, December 31, 2000 1999 ------------ ------------ Interest and dividend income: Interest and fees on loans $ 2,185 $1,699 Interest and dividends on investment securities 1,143 998 Interest on federal funds sold 127 86 Interest on short term investments 55 41 ------------------------ Total interest and dividend income 3,510 2,824 ------------------------ Interest expense: Interest on deposits 1,489 1,255 Interest on borrowings 271 52 ------------------------ Total interest expense 1,760 1,307 ------------------------ Net interest income 1,750 1,517 Provision for loan losses 12 0 ------------------------ Net interest income, after provision for loan losses 1,738 1,517 ------------------------ Other income: Customer service fees 184 88 Income from covered call options 16 129 Gain on sales of securities available for sale, net 52 158 Miscellaneous 33 29 ------------------------ Total other income 285 404 ------------------------ Operating expenses: Salaries and employee benefits 839 746 Occupancy and equipment expenses 227 192 Data processing expenses 96 72 Marketing expenses 66 57 Professional fees 76 26 Other general and administrative expenses 374 308 ------------------------ Total operating expenses 1,678 1,401 ------------------------ Income before income taxes and cumulative effect of change in accounting principle 345 520 Income taxes 92 151 ------------------------ Income before cumulative effect of change in accounting principle 253 369 Cumulative effect of change in accounting principle, net of $76 of related tax effect, for the adoption of a new accounting standard for covered call options 147 0 ------------------------ Net income $ 400 $ 369 ======================== Number of weighted average shares outstanding 1,539,753 N/A Earnings per share - Basic $0.26 N/A
See accompanying notes to unaudited consolidated financial statements. Westborough Financial Services, Inc. and Subsidiary Consolidated Statements of Changes in Stockholders' Equity (Dollars in thousands)
Accumulated Additional Other Unearned Common Paid-in Retained Comprehensive Comp - Stock Capital Earnings Income (Loss) ESOP Total (Unaudited) Balance at September 30, 1999 $ 0 $ 0 $19,680 $ (399) $ 0 $19,281 ------- Comprehensive income (loss): Net income 0 0 369 0 0 369 Change in net unrealized gain (loss) on securities available for sale, net of reclassification adjustment and tax effects 0 0 0 (674) 0 (674) -------- Total comprehensive income (305) -------- Balance at December 31, 1999 $ 0 $ 0 $20,049 $(1,073) $ 0 $18,976 ========================================================================= Balance at September 30, 2000 $16 $4,541 $20,931 $ (352) $(420) $24,716 ------- Comprehensive income: Net income 0 0 400 0 0 400 Change in net unrealized gain (loss) on securities available for sale, net of reclassification adjustment and tax effects 0 0 0 469 0 469 ------- Total comprehensive income 869 ------- Dividends paid, $0.05 per share outstanding 0 0 (79) 0 0 (79) ESOP shares committed to be released 0 0 0 0 8 8 ------------------------------------------------------------------------- Balance at December 31, 2000 $16 $4,541 $21,252 $ 117 $(412) $25,514 =========================================================================
See accompanying notes to unaudited consolidated financial statements. Westborough Financial Services, Inc. and Subsidiary Consolidated Statement of Cash Flows (Dollars in thousands)
Three Months Ended ---------------------------- December 31, December 31, 2000 1999 ------------ ------------ (unaudited) Cash flows from operating activities: Net income $ 400 $ 369 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 12 0 Gain on sales of securities available for sale, net (52) (158) Recognition of income from covered call options (16) (129) (Accretion) Amortization on securties, net (17) 7 Depreciation expense 102 83 Amortization of net deferred loan costs (fees), net 1 4 Amortization of unearned compensation - ESOP 8 0 Decrease (increase) in accrued interest receivable (166) 59 Increase in cash surrender value of life insurance (96) 0 Other, net 666 2,823 ----------------------- Net cash provided by operating activities 842 3,058 ----------------------- Cash flows from investing activities: Purchase of securities available for sale (9,700) (8,497) Proceeds from sales and calls of securities available for sale 2,917 2,890 Proceeds from maturities of securities available for sale 1,999 1,001 Principal repayments received on mortgage and asset backed securities 590 784 Loans originated, net of payments received (2,000) (931) Purchase of banking premises and equipment (178) (56) ----------------------- Net cash used by investing activities (6,372) (4,809) ----------------------- Cash flows from financing activities: Net increase in deposits 6,626 4,667 Net decrease in mortgagors escrow accounts (34) (15) ----------------------- Net cash provided by financing activities 6,592 4,652 ----------------------- Net increase in cash and cash equivalents 1,062 2,901 Cash and cash equivalents at beginning of period 14,460 10,718 ----------------------- Cash and cash equivalents at end of period $15,522 $13,619 =======================
See accompanying notes to unaudited consolidated financial statements. Westborough Financial Services, Inc. and Subsidiary Notes to Unaudited Consolidated Financial Statements 1) Basis of Presentation and Consolidation. The unaudited consolidated interim financial statements of Westborough Financial Services, Inc. and Subsidiary (the "Company") presented herein should be read in conjunction with the consolidated financial statements for the year ended September 30, 2000, included in the Annual Report on Form 10-KSB of the Company, the holding company for The Westborough Bank (the "Bank"). The unaudited consolidated interim financial statements herein have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for completed financial statements. In the opinion of management, the consolidated interim financial statements reflect all adjustments (consisting solely of normal recurring accruals) necessary for a fair presentation of such information. Interim results are not necessarily indicative of results to be expected for the entire year. 2) Reorganization and Stock Offering. The Bank was founded in 1869 as a Massachusetts chartered mutual savings bank. On February 15, 2000, the Bank reorganized into a two-tiered mutual holding company structure pursuant to the Bank's Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the "Reorganization"). In connection with the Reorganization, (i) the Bank formed Westborough Bancorp, MHC (the "MHC"), a Massachusetts chartered mutual holding company which is the majority owner of the Company; (ii) the Bank converted from mutual to stock form, changing its name from "Westborough Savings Bank" to "The Westborough Bank," and issued 100% of its capital stock to the Company; and (iii) the Company issued shares of its common stock, $0.01 par value per share (the "Common Stock") to the public at a price of $10.00 per share (the "Stock Offering"). The Company issued 1,581,374 shares of the Common Stock in the Stock Offering, of which 35% of these shares, or 553,481 shares, were sold to the public, including depositors of the Bank and the Company's Employee Stock Ownership Plan, and 65% of these shares, or 1,027,893 shares, were issued to the MHC. 3) Contingencies. At December 31, 2000, the Bank had loan commitments to borrowers of $2.6 million, commitments of home equity loans of $260 thousand, available home equity lines of credit of $5.5 million, unadvanced funds on commercial lines of credit of $1.5 million, and personal overdraft lines of credit of approximately $323 thousand. The Bank had no commitments to purchase securities at December 31, 2000. In order to create a platform for the accomplishment of the Bank's goals, the Bank has begun to make significant investments in its physical infrastructure and human and technological resources. In particular, the Bank is expanding and renovating its main office. The cost to complete this expansion and renovation is approximately $1.9 million and it is scheduled to be completed in the Spring of 2001. The Bank also has a deposit on land in Shrewsbury where it plans to relocate its current Maple Avenue branch. No formal estimates or contracts have been entered into for this branch. Such investments have been and, in the future, will be necessary to ensure that adequate resources are in place to offer increased products and services. As a result, for a period of time, the Bank expects operating expenses to increase and net income to be adversely impacted. The Bank believes, however, that its long-term profitability should improve as it realizes the benefits of diversified product lines and market share growth 4) Earnings per Share. Earnings per share for the three months ended December 31, 2000 is computed using 1,539,753 weighted average shares outstanding. Earnings per share data is not presented for the three-month period ended December 31, 1999 because shares of common stock were not issued until February 15, 2000. 5} Adoption of New Accounting Pronouncement. On October 1, 2000 the Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," which required the Company to record the after-tax effects of changes in the fair value of covered call options through current income. Previously, such changes were included in accumulated comprehensive income (loss). By adopting this standard, the Bank recorded pre-tax earnings of $223 thousand for the quarter ended December 31, 2000. After related taxes at the rate of 34%, or, $76 thousand, the standard resulted in additional income of $147 thousand. 6) Subsequent Event. On the January 25, 2001 Annual Shareholders' Meeting, the Company adopted the Westborough Financial Services, Inc. 2001 Stock Option Plan and the Westborough Financial Services, Inc. 2001 Recognition and Retention Plan. Item 2. Management's Discussion and Analysis. General The Bank completed its reorganization into a "two-tiered" mutual holding company structure on February 15, 2000. In connection with this reorganization: (1) the Bank formed Westborough Bancorp, MHC (the "MHC"), a Massachusetts-chartered mutual holding company, which is the majority owner of the Company, a Massachusetts-chartered stock holding company; (2) the Bank converted from a Massachusetts-chartered mutual savings bank to a Massachusetts-chartered stock savings bank and issued 100% of its capital stock to the Company; and (3) the Company issued shares of its common stock, $0.01 per share, to the public at a price of $10.00 per share in a subscription, community and syndicated offering (the "Stock Offering"). The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes that are included within this report. The business of the Bank consists of attracting deposits from the general public and using these funds to originate various types of loans primarily in the towns of Westborough, Northborough and Shrewsbury, Massachusetts, including residential and commercial real estate mortgage loans and, to a lesser extent, consumer and commercial loans. The Bank's results of operations depend primarily on net interest income. Net interest income is the difference between the interest income the Bank earns on its interest-earning assets and the interest it pays on its interest-bearing liabilities. Interest-earning assets primarily consist of mortgage loans, mortgage-backed securities and investment securities. Interest-bearing liabilities consist primarily of certificates of deposit, savings accounts and borrowings. The Bank's results of operations are also affected by its provision for loan losses, income from security transactions, other income and operating expenses. Operating expenses consist primarily of salaries and employee benefits, occupancy, data processing, marketing, professional fees and other general and administrative expenses. Other income consists mainly of service fees and charges, income from writing covered call options, gains on sales of securities and fees from the sale of non-insured investment products. The Bank's results of operations may also be affected significantly by general and local economic and competitive conditions, particularly those with respect to changes in market interest rates, government policies and actions of regulatory authorities. Future changes in applicable law, regulations or government policies may materially impact the Bank. Additionally, the Bank's lending activity is concentrated in loans secured by real estate located in Westborough, Northborough, Shrewsbury and Grafton, Massachusetts. Accordingly, the Bank's results of operations are affected by regional market and economic conditions. Comparison of Financial Condition at December 31, 2000 and September 30, 2000 The Bank's total assets increased by $8.0 million, or 3.9%, to $214.0 million at December 31, 2000 from $206.0 million at September 30, 2000. Securities available for sale during this period increased $5.0 million, to $74.3 million at December 31, 2000 from $69.2 million at September 30, 2000. This increase was mainly attributable to an increase in banking and finance obligations, mortgage-backed securities and other bonds and obligations. Net loans during this period increased by $2.0 million, or 1.8%, to $115.5 million at December 31, 2000, from $113.6 million at September 30, 2000. The loan increase was primarily due to increased variable rate, residential first mortgage loans and home equity lines of credit. Asset quality remained strong, with no non-accural loans and no non-performing assets at December 31, 2000 and September 30, 2000. Total deposits increased by $6.6 million, or 4.1%, to $170.0 million at December 31, 2000 from $163.4 million at September 30, 2000. Most of this increase was attributable to increases in checking and NOW accounts, along with increases in interest-bearing certificates of deposits. Total stockholders' equity increased by $798 thousand to $25.5 million at December 31, 2000 from $24.7 million at September 30, 2000 primarily as a result of net income of $400 thousand and an increase of $469 thousand in accumulated other comprehensive income. Accumulated other comprehensive income, which measures the after-tax change in the value of securities considered available for sale, increased as a result of a decline in market interest rates at December 31, 2000. During the quarter ended December 31, 2000, the Company declared and paid a cash dividend of $.05 per common share, which reduced stockholders' equity by $79 thousand for the quarter. The Employee Stock Ownership Plan Trust committed to release $8 thousand in the form of shares during the period. Total stockholders' equity as a percent of total assets was 11.92% at December 31, 2000 as compared to 12.00% at September 30, 2000. Comparison of Operating Results for the Three Months Ended December 31, 2000 and 1999 Net Income: For the quarter ended December 31, 2000 the Bank's net income increased $31 thousand, or 8.4%, to $400 thousand as compared to $369 thousand for the quarter ended December 31, 1999. The increase was primarily due to an increase in net interest income, income from customer service fees and income from the cumulative effect of a change in accounting principle offset, to a lesser extent, by an increase in operating expenses. The Bank's return on average assets for the quarter ended December 31, 2000 was 0.76% compared to 0.84% for the quarter ended December 31, 1999. Earnings per share data for the quarterly period ended December 31, 1999 is not applicable since the Company became a public company on February 15, 2000. Interest and Dividend Income: The Bank's interest and dividend income increased by $686 thousand, or 24.3%, to $3.5 million for the quarter ended December 31, 2000, from $2.8 million for the quarter ended December 31, 1999. The increase was due mainly to a higher level of average interest- earning assets, and to a lesser extent by an increase in the average rate earned on earning assets. The average volume of interest-earning assets for the quarter ended December 31, 2000 was $195.8 million earning an average rate of 7.17% as compared to an average volume of $166.1million earning an average rate of 6.80% for the quarter ending December 31, 1999. The Bank experienced continued growth in real estate and commercial lending and deployed additional cash flows into investment securities. The real estate loan increase was primarily due to increased variable rate loans purchased in August 2000, which were secured by one-to-four family real estate loans. The average balance of loans for the quarter ended December 31, 2000 was $114.1 million earning 7.66% as compared to an average balance of $92.2 million earning 7.37% for the quarter ending December 31, 1999. The average balance of investment securities for the quarter ended December 31, 2000 was $71.0 million earning 6.44% as compared to an average balance of $65.5 million earning 6.09% for the quarter ending December 31, 1999. The average balance of short-term investments for the quarter ended December 31, 2000 was $10.7 million earning 6.81% as compared to an average balance of $8.4 million earning 6.07% for the quarter ending December 31, 1999. Interest Expense: Interest expense increased by $453 thousand, or 34.7%, to $1.8 million for the quarter ended December 31, 2000, from $1.3 million for the quarter ending December 31, 1999. Interest expense increased due to a higher average rate paid on interest-bearing liabilities and to a lesser extent to a higher average balance of such interest-bearing liabilities. The average volume of all interest-bearing liabilities (which includes interest-bearing deposits and interest-bearing borrowing) was $166.6 million with a cost of 4.23% for the quarter ended December 31, 2000 as compared to $144.7 million with a cost of 3.60% for the quarter ending December 31, 1999. The average volume of interest-bearing deposits was $150.1 million with a cost of 3.97% for the quarter ending December 31, 2000 as compared to $140.7 million with a cost of 3.57% for quarter ending December 31, 1999. As a result of an increase in borrowing from the Federal Home Loan Bank of Boston to fund the purchase of variable-rate real estate loans, the average volume of interest-bearing borrowing was $16.5 million with a cost of 6.57% for the quarter ending December 31, 2000 as compared to $4.0 million with a cost of 5.20% for quarter ending December 31, 1999. Net Interest Income: The Bank's net interest income increased by $233 thousand for the quarter ended December 31, 2000, or 15.4%, to $1.8 million from $1.5 million for the quarter ending December 31, 1999. The increase was attributed to the combination of an increase in interest and dividend income of $686 thousand offset by an increase in interest expense of $453 thousand. The Bank's net interest rate spread decreased to 2.95% for the quarter ended December 31, 2000 as compared to 3.19% for the quarter ending December 31, 1999. Provision for Loan Losses: The Bank's provision for loan losses was $12 thousand for the quarter ended December 31, 2000 compared to $0 thousand the quarter ending December 31, 1999. As the Bank expands its commercial lending activities, management believes that increases in the provision are likely. Other Income: Other income consists primarily of fee income for Bank services, gains and losses from the sale of securities and income from the writing of covered call options on common stock held in the Bank's stock portfolio. Total other income declined 29.5% to $285 thousand for the quarter ended December 31, 2000, as compared to $404 thousand for quarter ending December 31, 1999. The primary reason for the decline was due to a significantly lower level of investment activity and a lower level of net gains from the sale of common stock sold as a result of the exercise of a covered call option by the buyer. For the quarter ended December 31, 2000, gains from the sale of securities declined by $106 thousand, or 67.1%, to $52 thousand, from $158 thousand for the quarter ending December 31, 1999. For the quarter ended December 31, 2000, income from covered call options declined by $113 thousand, or 87.6%, to $16 thousand, from $129 thousand for the quarter ending December 31, 1999. Customer service fees and miscellaneous income increased by $100 thousand, or 85.5%, to $217 thousand for the quarter ended December 31, 2000 from $117 thousand for the quarter ended December 31, 1999. This increase is primarily due to the increase in the sale of non-insured investment products and increases in the cash surrender value of Bank-owned life insurance. Operating Expenses: For the quarter ended December 31, 2000, operating expenses increased by $277 thousand, or 19.8%, to $1.7 million from $1.4 million for quarter ending December 31, 1999. The increase was primarily due to salary and benefit expenses associated with additional staff and incentive payments to support the sale of non-insured investment products, plus personnel to support training and information technology. The increase in operating expenses is also a result of the Bank's efforts to update its computers along with the associated increases in data processing costs. The Bank replaced many older computers with newer equipment in order to allow for the migration to more efficient transaction processing systems, use of electronic mail and Internet services and to provide enhanced customer services. Professional services, increased due to additional legal services and accounting services required of a public company. Other general and administrative services increased due to increases in directors' fees, expenses associated with the development and maintenance of the Bank's web site, the increased use of the telephone and postage and increased expenses for office supplies. Income Taxes. The provision for income taxes declined by $59 thousand to $92 thousand for the quarter ended December 31, 2000 as compared to $151 thousand for the quarter ended December 31, 1999, resulting in an effective tax rate of 26.7% and 29.0% for the quarter ended December 31, 2000 and 1999, respectively. The Bank utilizes security investment subsidiaries to substantially reduce state income taxes and receives the benefit of a dividends received deduction on common stock. Additionally, the Bank receives favorable tax treatment from the increase in the cash surrender value of Bank-owned life insurance. At October 1, 2000 the Bank adopted a new accounting standard for reporting covered call options. By adopting this standard, the Bank recorded pre-tax earnings of $223 thousand for the quarter ended December 31, 2000. After related taxes at the rate of 34%, or, $76 thousand, the standard resulted in additional income of $147 thousand. Liquidity and Capital Resources The term "liquidity" refers to the Bank's ability to generate adequate amounts of cash to fund loan originations, deposit withdrawals and operating expenses. The Bank's primary sources of funds are deposits, scheduled amortization and prepayments of loan principal and mortgage- backed securities, maturities and calls of investment securities and funds provided by the Bank's operations. The Bank also has expanded its use of borrowings from the Federal Home Loan Bank of Boston as part of its management of interest rate risk. At December 31, 2000, the Bank had $16.5 million in outstanding borrowings. Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds. The Bank's primary investing activities are the origination of one- to four-family real estate and other loans, the purchase of mortgage-backed securities and the purchase of investment securities. During the three months ended December 31, 2000, the Bank originated loans of $6.1 million, purchased mortgage-backed securities of $1.3 million and purchased investment securities of $8.4 million. These investing activities were funded by deposit growth, principal payments on mortgage loans and mortgage-backed securities, calls and maturities on investment securities and funds provided by the Bank's operating activities. Principal repayments on loans and mortgage-backed securities totaled $4.7 million for the three months ended December 31, 2000. Maturities of investment securities totaled $2.0 million during the three months ended December 31, 2000. Sales and calls of investment securities provided cash flows of $2.9 million during the three months ended December 31, 2000. Total deposits increased $6.6 million, during the three months ended December 31, 2000. The level of interest rates, interest rates and products offered by competitors and other factors affects deposit flows. Certificate of deposit accounts scheduled to mature within one year were $47.1 million at December 31, 2000. Based on the Bank's deposit retention experience and current pricing strategy, the Bank anticipates that a significant portion of these certificates of deposit will remain with the Bank. The Bank is committed to maintaining a strong liquidity position; therefore, it monitors its liquidity position on a daily basis. The Bank also periodically reviews liquidity information prepared by the Depositors Insurance Fund, the Federal Deposit Insurance Corporation and other available reports, which compare the Bank's liquidity with banks in its peer group. The Bank anticipates that it will have sufficient funds to meet its current funding commitments. The Bank has begun an expansion of its facilities by constructing an addition to its existing executive office. The construction expenses for this addition are expected to total approximately $2.5 million. On December 16, 1999, the Bank entered into a purchase and sale agreement to acquire approximately 0.8 acres of land and buildings located at 23/25 Maple Avenue, Shrewsbury for the sum of $935 thousand, subject to adjustments and numerous conditions. The site is adjacent to the Bank's current leased branch office at 19 Maple Avenue, Shrewsbury. If the sale is completed, the Bank's plan is to relocate its 19 Maple Avenue branch to a newly constructed building located at 23/25 Maple Avenue. The Bank anticipates that it will have sufficient funds to meet these planned capital expenditures throughout 2001. At December 31, 2000, the Bank exceeded each of the applicable regulatory capital requirements. The Bank's leverage (tier 1) capital was approximately $21.3 million, or 10.27% of adjusted total average assets for the quarter. In order to be classified as "well-capitalized" by the FDIC, the Bank was required to have leverage (tier 1) capital of $10.4 million, or 5.0%. To obtain such classification, the Bank must also have a risk- based total capital ratio of 10.0% of total risk-weighted assets. At December 31, 2000, the Bank had a risk-based total capital ratio of 17.81%. Further, the Bank does not have any balloon or other payments due on any long-term obligations or any off-balance sheet items other than the commitments and unused lines of credit noted above. PART II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities and Use of Proceeds. None. Item 3. Defaults upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. The Company held its 2001 Annual Meeting of Stockholders (the "Meeting") on January 25, 2001. All of the proposals submitted to the stockholders were approved. The proposals submitted to stockholders and the tabulation of votes for each proposal is as follows: 1. Approval to amend Article VI, Section 1 of Westborough Financial Services' Articles of Organization to clarify that directors are allowed to continue serving on the Company's board of directors until the annual meeting immediately following his or her 75th birthday. For: 1,447,080 Against: 5,958 Abstained: 1,200 There were no broker held non-voted shares represented at the Meeting with respect to this matter. 2. For the election of each of the nominees for director: Nominees: For Withheld Nelson P. Ball 1,452,138 2,100 Robert G. Daniel 1,452,338 1,900 Earl H. Hutt 1,449,788 4,450 Roger B. Leland 1,450,838 3,400 Joseph F. MacDonough 1,452,338 1,900 There were no broker held non-voted shares represented at the Meeting with respect to this matter. 3. Ratification of the appointment of Wolf & Company, P.C., as independent public accountants for the fiscal year ending September 30, 2001: For: 1,452,081 Against: 2,019 Abstained: 140 There were no broker held non-voted shares represented at the Meeting with respect to this matter. 4. Approval of the 2001 Westborough Financial Services, Inc. Stock Option Plan: For: 399,800 Against: 26,105 Abstained: 440 There were no broker held non-voted shares represented at the Meeting with respect to this matter. The foregoing tabulation excludes 1,027,893 shares held by the Westborough Bancorp, MHC. 5. Approval of the Westborough Financial Services, Inc. Recognition and Retention Plan: For: 404,175 Against: 21,230 Abstained: 940 There were no broker held non-voted shares represented at the Meeting with respect to this matter. The foregoing tabulation excludes 1,027,893 shares held by the Westborough Bancorp, MHC. Item 5. Other Information. None Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. None (b) Reports on 8-K. None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Westborough Financial Services, Inc. Date: February 12, 2001 By: /s/ Joseph F. MacDonough ------------------------------------- President and Chief Executive Officer Date: February 12, 2001 By: /s/ John L. Casagrande ------------------------------------- Sr. Vice-President and Treasurer