-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PcEkiJ1QUPHLXoauHiZAX4O8L5jcA2Fz1zZ5aD2WC36aZI4Wio0+FfkX6k/kVGuE bhGISMPj8mDKU54a2GGBZA== 0000910647-04-000040.txt : 20040129 0000910647-04-000040.hdr.sgml : 20040129 20040129163355 ACCESSION NUMBER: 0000910647-04-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040128 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTFIELD FINANCIAL INC CENTRAL INDEX KEY: 0001157647 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16767 FILM NUMBER: 04552888 BUSINESS ADDRESS: STREET 1: 141 ELM STREET CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135681911 8-K 1 wesf-8k1.txt BODY OF 8-K =========================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ______________________________ Date of report (Date of earliest event reported): January 28, 2004 WESTFIELD FINANCIAL, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-16767 73-1627673 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 141 Elm Street, Westfield, Massachusetts 01085 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (413) 568-1911 Not Applicable (Former name or former address, if changed since last report) Items 1-6. Not applicable. Item 7. Financial Statements and Exhibits (a) No financial statements are required to be filed with this report. (b) No pro forma financial information is required to be filed with this report. (c) The following exhibit is filed as part of this Report: Exhibit No. Description - ----------- ----------- 99.1 Press release issued by Westfield Financial, Inc. (the "Company") on January 28, 2004, furnished in accordance with Item 12 of this Current Report on Form 8-K. Items 8-11. Not applicable. Item 12. Results of Operations and Financial Condition On January 28, 2004, the Company announced its earnings for the fourth quarter of the 2003 fiscal year. A copy of the press release dated January 28, 2004, describing fourth quarter earnings is attached as Exhibit 99.1. This information and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WESTFIELD FINANCIAL, INC. By: /s/ Michael J. Janosco, Jr. ------------------------------- Name: Michael J. Janosco, Jr. Title: Vice President, Chief Financial Officer and Treasurer Date: January 29, 2004 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated January 28, 2004. EX-99 3 wesf1-99.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE For further information contact: Donald A. Williams, President & CEO Michael J. Janosco Jr., CFO 413-568-1911 Westfield Financial, Inc. Reports Results for the Year and Quarter Ended December 31, 2003. Westfield, Massachusetts, January 28, 2004: (AMEX:WFD) Westfield Financial, Inc. (the "Company"), the holding company for Westfield Bank (the "Bank"), reported net income for the three months ended December 31, 2003 of $1.5 million, or $0.14 per diluted share, versus $658,000, or $0.06 per diluted share, for the comparable prior year period and net income for the year ended December 31, 2003 of $3.7 million, or $0.36 per diluted share, versus $4.0 million, or $0.38 per diluted share, for the prior year. As previously reported, the Company's 2003 results included a charge of $1.45 million representing the additional state tax liability, including interest, relating to the deduction for dividends received from the Bank's real estate investment trust subsidiary (the "REIT") for 2002 and prior years. Donald A. Williams, President and Chief Executive Officer, said, "We continue to execute our strategic plan of growing our commercial business relationships. The commercial and industrial loan portfolio increased $23.8 million or 38.7% to $85.3 million at December 31, 2003 from $61.5 million at December 31, 2002. Additionally, transaction deposit accounts which include checking, NOW, money market and regular savings accounts increased $17.2 million or 6.1%, to $298.2 million while time certificates of deposit decreased $40.8 to $334.2 million for the year ended December 31, 2003." The strategic plan calls for a lesser reliance on time deposit accounts. Mr. Williams also stated, "The Board of Directors declared a $0.05 cash dividend on January 27, 2004 to all shareholders of record on February 10, 2004 payable on February 24, 2004. Net interest and dividend income for the year and three months ended December 31, 2003 was $21.8 million and $5.6 million, respectively, compared with $24.2 million and $5.9 million for the year and three months ended December 31, 2002. Net interest margin for the year and three months ended December 31, 2003 was 2.86% and 2.92%, respectively, compared with 3.12% and 2.97% for the same periods in 2002. Net gains from sales and writedowns of securities for the year and three months ended December 31, 2003 were $409,000 and $276,000, respectively. This compares with net losses of $1.8 million and $854,000 for the same periods in 2002. Included in the writedowns were certain equity securities whose impairment was determined to be other than temporary of $85,000 for the year and three months ended December 31, 2003, compared to $2.1 million and $854,000 for the year and three months ended December 31, 2002. The provision for loan losses for the year and three months ended December 31, 2003 was $750,000 and $250,000, compared with $934,000 and $200,000 for the same periods in 2002. Noninterest income for the year and three months ended December 31, 2003 was $2.7 million and $640,000, respectively, compared to $1.4 million and $208,000 for the year and three months ended December 31, 2002. The increase was primarily the result of income on Bank Owned Life Insurance ("BOLI") of $806,000 and $232,000 for the year and three months ended December 31, 2003, compared to none for the year and three months ended December 31, 2002. Noninterest expense for the year and three months ended December 31, 2003 was $17.6 million and $4.2 million, respectively, compared to $16.7 million and $3.9 million respectively, for the same periods in 2002. Employee salaries and benefits for the year and three months ended December 31, 2003 was $9.7 million and $2.3 million respectively, compared to $8.9 million and $2.0 million for the same period in 2002. The increase in both periods was the result of normal salary increases, along with an increase in employee benefit expense of $688,000 for the year and $189,000 for the three months ended December 31, 2003, primarily as a result of increased expenses for the management recognition and retention plan and supplemental employee retirement plan. Total assets decreased $17.8 million, or 2.2%, to $795.2 million at December 31, 2003 from $813.0 million at December 31, 2002. Securities for the year ended December 31, 2003 decreased by $12.0 million or 3.2%, to $363.6 million at December 31, 2003 from $375.6 million at December 31, 2002. Net loans during this period decreased by $12.2 million, or 3.4%, to $345.0 million at December 31, 2003 from $357.2 million at December 31, 2002. The decrease is primarily the result of the residential real estate loan program with a third party mortgage company. Under this program, which commenced on September 1, 2001, Westfield Bank takes applications from residential real estate borrowers and forwards the applications to a third party mortgage company. Substantially all of the Bank's residential real estate loans are underwritten and originated by the third party mortgage company. The Bank receives a fee of 65 basis points for each of these loans originated. The Bank believes that this program diversifies its loan portfolio and reduces interest rate risk. Customer repurchase agreements increased $3.4 million from $8.7 million at December 31, 2002 to $12.1 at December 31, 2003. Federal Home Loan Bank borrowings increased $5.0 million to $20.0 million at December 31, 2003 to take advantage of the current interest rate environment. Stockholders' equity at December 31, 2003 and December 31, 2002 was $124.8 million and $126.7 million, respectively, representing 15.7% and 15.6% of total assets. The change is comprised of net income of $3.7 million for the year ended December 31, 2003, a decrease in net unrealized gains on securities available for sale of $430,000, net of income taxes, the net repurchase of 57,700 shares of common stock for $1.1 million, the purchase of shares of common stock for the management recognition and retention plan for $2.3 million and the declaration by the Board of Directors of quarterly $0.05 per share cash dividends aggregating $2.1 million. The Bank is headquartered in Westfield, Massachusetts and operates through 10 banking offices in Agawam, East Longmeadow, Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts. The Bank's deposits are insured by the Federal Deposit Insurance Corporation and the Depositors Insurance Fund. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements contained in this news release, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future period in any current statements. The Company and the Bank do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. WESTFIELD FINANCIAL, INC. and SUBSIDIARIES Selected Consolidated Balance Sheet and Other Data ($ in thousands, except per share data) (Unaudited)
December 31 December 31 2003 2002 ----------- ----------- Total assets $795,216 $812,980 Securities held to maturity 261,610 205,299 Securities available for sale 101,983 170,310 Stock in Federal Home Loan Bank of Boston 4,237 3,933 Loans 349,622 361,480 Allowance for loan losses 4,642 4,325 -------- -------- Net loans 344,980 357,155 Total deposits 632,431 656,065 Stockholders' equity 124,804 126,699 Book value per share 12.50 12.25 Other Data: Nonperforming loans $ 1,768 $ 2,684 Nonperforming loans as a percentage of total assets 0.22% 0.34% Nonperforming loans as a percentage of total loans 0.50% 0.64% Allowance for loan losses as a percent of nonperforming loans 263% 146% Allowance for loan losses as a percentage of total loans 1.33% 0.94%
WESTFIELD FINANCIAL, INC. and SUBSIDIARIES Condensed Consolidated Statements of Income and Other Data ($ in thousands, except per share data) (Unaudited)
Three Months Ended Year Ended December 31 December 31 ------------------------ ------------------------ 2003 2002 2003 2002 ---- ---- ---- ---- Interest and dividend income $ 8,577 $ 10,195 $ 35,635 $ 43,013 Interest expense 3,006 4,314 13,858 18,775 ---------- ---------- ---------- ---------- Net interest and dividend income 5,571 5,881 21,777 24,238 Provision for loan losses 250 200 750 934 ---------- ---------- ---------- ---------- Net interest and dividend income after provision for loan losses 5,321 5,681 21,027 23,304 Net gains (losses) on sales or writedowns of securities available for sale 276 (854) 409 (1,750) Noninterest income 640 208 2,665 1,388 Noninterest expense 4,206 3,893 17,630 16,659 ---------- ---------- ---------- ---------- Income before income taxes 2,031 1,142 6,471 6,283 Income taxes 558 484 2,820 2,239 ---------- ---------- ---------- ---------- Net Income $ 1,473 $ 658 $ 3,651 $ 4,044 ========== ========== ========== ========== Basic earnings per share $ 0.15 $ 0.06 $ 0.36 $ 0.39 Basic average shares outstanding 9,995,794 10,175,068 10,036,653 10,336,283 Diluted earnings per share $ 0.14 $ 0.06 $ 0.36 $ 0.38 Diluted average shares outstanding 10,223,263 10,800,988 10,212,975 10,597,298 Other Data: Return on average assets (1) 0.72% 0.33% 0.45% 0.51% Return on average equity (1) 4.71% 2.05% 2.94% 3.14% Net interest margin (1) 2.92% 2.97% 2.86% 3.12% Three month results have been annualized.
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