-----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, Lr4RsYkBuN683xQyd1lXDbUMUDh8Jz5iJIU8vdG8Wpx6QrLDuqVUfdJpw0ZA3zO4 DJy/Wrwke7/GemJizsjryQ== 0000910647-04-000197.txt : 20040427 0000910647-04-000197.hdr.sgml : 20040427 20040427165708 ACCESSION NUMBER: 0000910647-04-000197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040427 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040427 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: 04757568 BUSINESS ADDRESS: STREET 1: 141 ELM STREET CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135681911 8-K 1 wesf-8k2.txt BODY OF FORM 8-K =========================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ______________________________ Date of report (Date of earliest event reported): April 27, 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 April 27, 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 April 27, 2004, the Company announced its earnings for the first quarter of the 2004 fiscal year. A copy of the press release dated April 27, 2004, describing first 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: Chief Financial Officer and Treasurer Date: April 27, 2004 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated April 27, 2004. EX-99 2 wesf2-99.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 Quarter Ended March 31, 2004 Westfield, Massachusetts, April 27, 2004: (AMEX:WFD) Westfield Financial, Inc. (the "Company"), the holding company for Westfield Bank (the "Bank"), reported net income of $1.6 million or $0.16 per diluted share compared to a net loss of $1.6 million or $0.16 per diluted share for the same period in 2003. The first quarter of 2003 included an expense of $2.9 million representing an estimate of 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. The tax matter was settled in the second quarter of 2003 resulting in a reversal of $1.45 million of the expense. Donald A. Williams, President and Chief Executive Officer of the Company said, "We continue to experience significant growth in our commercial real estate loans and commercial and industrial loans. For the quarter ended March 31, 2004, commercial real estate loans and commercial and industrial loans grew $8.6 million or 4.0% to $225.2 million at March 31, 2004 from $216.6 million at December 31, 2003. Mr. Williams also stated, "The Board of Directors declared a $0.05 cash dividend on April 26, 2004 to all shareholders of record on May 11, 2004, payable on May 25, 2004. Net interest and dividend income for the three months ended March 31, 2004 was $5.9 million compared with $5.7 million for the quarter ended March 31, 2003. Net interest margin for the quarters ended March 31, 2004 and 2003 was 3.14% and 3.03%, respectively. The increase in the net interest margin was primarily due to lower funding costs in the quarter ended March 31, 2004. The provision for loan losses for the three months ended March 31, 2004 and 2003 was $150,000 and $200,000, respectively. Nonperforming loans increased $1.1 million to $2.9 million at March 31, 2004 compared to $1.8 million at December 31, 2003. The increase in nonperforming loans was primarily due to a single commercial real estate loan relationship of $1.4 million. The loan is fully secured based on the estimated fair market value of the collateral. Net gains on sales of securities for the three months ended March 31, 2004 were $479,000 as compared to net gains on sales of securities of $60,000 for the quarter ended March 31, 2003. 1 Other noninterest income for the three months ended March 31, 2004 was $586,000 as compared to $624,000 for the same period in 2003. The decrease was the result of fees received of $11,000 for the quarter ended March 31, 2004 from the Bank's residential real estate loan program with a third party mortgage company as compared to $85,000 for the same period in 2003. Fee income from the third party mortgage company in the future will be affected by borrower activity, which generally decreases in a rising interest rate environment. Noninterest expense for the three months ended March 31, 2004 was $4.5 million compared with $4.6 million for the same period in 2003. The decrease in noninterest expense was primarily the result of a $328,000 charge taken in the first quarter of 2003 to accrue for interest expected to be due the Commonwealth of Massachusetts as a result of the enacted REIT legislation partially offset by an increase of $231,000 in salaries and benefits as a result of normal salary increases and an increase in stock based benefit plan expense of $50,000. Total assets increased $2.3 million to $797.5 million at March 31, 2004 from $795.2 million at December 31, 2003. Securities for the quarter ended March 31, 2004 decreased by $26.1 million or 7.18%, to $337.5 million at March 31, 2004 from $363.6 million at December 31, 2003. Net loans increased by $10.0 million, or 2.9%, to $355.0 million at March 31, 2004 from $345.0 million at December 31, 2003. The growth in loans was primarily the result of an increase in commercial real estate loans and commercial and industrial loans. Total deposits decreased $10.8 million to $621.6 million at March 31, 2004 from $632.4 million at December 31, 2003. Time certificates of deposit decreased by $11.8 million while core deposits increased by $1.0 million. The Bank's strategic plan calls for a lesser reliance on time deposit accounts. The decrease in deposits was offset by a $10 million increase in Federal Home Loan Bank borrowings. Stockholders' equity at March 31, 2004 and December 31, 2003 was $125.4 million and $124.8 million, respectively, which represented 15.7% of total assets in both periods. The change is primarily comprised of net income of $1.6 million for the quarter ended March 31, 2004, the repurchase of 38,400 shares of common stock for $936,000, and the declaration by the Board of Directors of a dividend of $0.05 per share, or $526,000, on January 27, 2004. The Company's annual meeting of shareholders will be held on Friday, May 21, 2004 at 10:00 a.m., at the Tekoa Country Club located at 459 Russell Road, Westfield, Massachusetts 01085. At the meeting, shareholders of record on March 26, 2004, will be asked to consider and vote upon the election of four directors: and any other matters as may properly come before the meeting, or any adjournments thereof. The Bank is headquartered in Westfield, Massachusetts and operates through 10 banking offices in Agawam, East Longmeadow, Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts. The Bank's deposits are insured by the Federal Deposit Insurance Corporation and the Depositors Insurance Fund. 2 The Company wishes to caution readers not to place undue reliance on any such forward-looking statements contained in this news release, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company and the Bank do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. 3 WESTFIELD FINANCIAL, INC. and SUBSIDIARIES Selected Consolidated Balance Sheet and Other Data ($ in thousands, except per share data) (Unaudited)
March 31, December 31, 2004 2003 --------- ------------ Total assets $797,488 $795,216 Securities held to maturity 255,480 261,610 Securities available for sale 82,050 101,983 Stock in Federal Home Loan Bank of Boston and other stock 4,237 4,237 Loans 359,738 349,622 Allowance for loan losses 4,699 4,642 -------- -------- Net loans 355,039 344,980 Total deposits 621,632 632,431 Customer repurchase agreements 15,087 12,135 Federal Home Loan Bank Advances 30,000 20,000 Stockholders' equity 125,435 124,804 Book value per share 12.61 12.50 Other Data: Nonperforming loans $ 2,937 $ 1,768 Nonperforming loans as a percentage of total assets 0.37% 0.22% Nonperforming loans as a percentage of total loans 0.82% 0.50% Allowance for loan losses as a percentage of nonperforming loans 160% 263% Allowance for loan losses as a percentage of total loans 1.31% 1.33%
4 WESTFIELD FINANCIAL, INC. and SUBSIDIARIES Selected Consolidated Statement of Operations and Other Data ($ in thousands, except per share data) (Unaudited)
Three Months Ended March 31 2004 2003 ---- ---- Interest and dividend income $ 8,620 $ 9,673 Interest expense 2,751 3,957 ---------- ---------- Net interest and dividend income 5,869 5,716 Provision for loan losses 150 200 ---------- ---------- Net interest and dividend income after provision for loan losses 5,719 5,516 Net gains on sales of securities Available for sale 479 60 Other noninterest income 586 624 Other noninterest expense 4,483 4,629 ---------- ---------- Income before income taxes 2,301 1,571 Income taxes 694 3,177 ---------- ---------- Net income (loss) $ 1,607 $ (1,606) ========== ========== Basic earnings (loss) per share $ 0.16 $ (0.16) Average shares outstanding 9,976,758 10,104,737 Diluted earnings (loss) per share $ 0.16 $ (0.16) Diluted average shares outstanding 10,209,196 10,104,737 Other Data: Return (Loss) on Average Assets (1) 0.81% (0.81)% Return (Loss) on Average Equity (1) 5.15% (5.19)% Net Interest Margin 3.14% 3.03% Three month results have been annualized.
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