-----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, GPwr6QGeaFlA05gPGH0dtTAKKka7zEJw143k5FWAjef6n5/zcm8ISvW9CuJxrRlO KVUtKJDPMSA2HsyMdr2zdw== 0000910647-04-000303.txt : 20040729 0000910647-04-000303.hdr.sgml : 20040729 20040729112832 ACCESSION NUMBER: 0000910647-04-000303 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040729 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: 04937914 BUSINESS ADDRESS: STREET 1: 141 ELM STREET CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135681911 8-K 1 wesf-8k4.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): July 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 1-4. Not applicable. Item 5. Other Events On July 23, 2004, Westfield Financial, Inc., Westfield Mutual Holding Company and Westfield Bank completed the transactions contemplated by the Amended Plan of Charter Conversion (the "Plan") dated September 23, 2004, pursuant to which (i) Westfield Mutual Holding Company converted its charter from that of a Massachusetts-chartered mutual holding company to a federally-chartered mutual holding company, (ii) Westfield Bank converted its charter from that of a Massachusetts-chartered savings bank to a federally-chartered savings bank and (iii) Westfield Financial, Inc. became a mid- tier stock holding company for Westfield Bank in federal form. The press release announcing completion of the transactions contemplated by the Plan is included herewith as Exhibit 99.1. Item 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 July 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 July 28, 2004, the Company announced its earnings for the second quarter of the 2004 fiscal year. A copy of the press release dated July 28, 2004, describing second 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: July 28, 2004 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 28, 2004. EX-99 2 wesf4-99.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 June 30, 2004 and Increases Quarterly Dividend Westfield, Massachusetts, July 28, 2004: (AMEX:WFD) Westfield Financial, Inc. (the "Company"), the holding company for Westfield Bank (the "Bank"), reported net income of $1.6 million or $0.17 per basic share and $0.16 per diluted share for the quarter ended June 30, 2004, compared to net income of $2.7 million or $0.27 per basic share and diluted share for the same period in 2003. As a result of legislation enacted by the Commonwealth of Massachusetts in connection with Real Estate Investment Trust ("REIT") subsidiaries, the results for 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 REIT subsidiary for 1999 through 2002. The second quarter of 2003 includes a credit for approximately $1.45 million, which was the result of an agreement with the Massachusetts Department of Revenue relating to the Commonwealth of Massachusetts, REIT legislation and represents a reversal of 50% of the charge taken in the first quarter of 2003. Net interest and dividend income for the three months ended June 30, 2004 was $5.7 million compared with $5.4 million for the quarter ended June 30, 2003. Net interest margin for the quarters ended June 30, 2004 and 2003 was 3.04% and 2.87%, respectively. The provision for loan losses for the three months ended June 30, 2004 and 2003 was $125,000 and $150,000, respectively. Noninterest income increased $585,000 to $1.3 million for the three months ended June 30, 2004 from $692,000 in the same period in 2003. Net gains on the sale of securities were $389,000 for the quarter ended June 30, 2004 as compared to $53,000 for the same period in 2003. The company has sold essentially all its common stock portfolio as of June 30, 2004. Net checking account processing fee income increased $268,000 to $523,000 for the three months ended June 30, 2004 from $255,000 in the same period in 2003. The increase is a result of new products and services provided to Westfield Bank's checking account customers commencing in the second quarter of 2004. Fees received from the third party mortgage company decreased $68,000 to $37,000 for the three months ended June 30, 2004 from $105,000 for the same period in 2003. Higher interest rates resulted in fewer referrals to the third party mortgage company. 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. 1 Noninterest expense was $4.5 million for the three months ended June 30, 2004 and June 30, 2003. The 2003 results include a reversal of $153,000 in tax-related interest and penalties as a result of an agreement with the Massachusetts Department of Revenue relating to the Commonwealth of Massachusetts' REIT legislation, discussed above. Salaries and benefits increased $86,000 for the three months ended June 30, 2004 as compared to the same period in 2003. This was primarily the result of normal increases in salaries and health care costs along with an increase in stock based benefit plan expenses. For the three months ended June 30, 2004, the Company had a tax provision of $727,000 as compared to a tax benefit of $1.3 million for the same period in 2003. The second quarter of 2003 included a credit of approximately $1.45 million as the result of an agreement with the Massachusetts Department of Revenue relating to the Commonwealth of Massachusetts' REIT legislation, discussed above. Total assets decreased $5.7 million to $789.5 million at June 30, 2004 from $795.2 million at December 31, 2003. This is primarily the result of the repurchase of 464,978 shares of common stock for $9.6 million. Securities decreased $24.8 million, or 6.8%, to $338.8 million at June 30, 2004 from $363.6 million at December 31, 2003. The decrease was primarily the result of the sale of certain mortgage backed securities with significant paydowns. Net loans during the period increased by $11.0 million to $356.0 million at June 30, 2004 from $345.0 million at December 31, 2003. Commercial real estate and commercial and industrial loans increased $19.0 million or 8.8% to $235.6 million at June 30, 2004 from $216.6 million at December 31, 2003. This is consistent with Westfield Bank's strategic plan, which emphasizes commercial lending. Residential real estate loans decreased $0.7 million to $109.8 million at June 30, 2004 from $110.5 million at December 31. 2003. Indirect auto loans decreased by $6.4 million, or 40.0% from $16.0 million at December 31, 2003 to $9.6 million at June 30, 2004. Management discontinued its indirect automobile lending program in the fourth quarter of 2003. Total deposits showed a decrease of $12.1 million to $620.3 million at June 30, 2004. Time deposits decreased $17.0 million to $317.2 million at June 30, 2004. Core deposits which include checking, NOW, savings, and money market accounts, increased by $4.9 million to $303.1 million at June 30, 2004. The Bank's strategic plan calls for a lesser reliance on time deposit accounts in order to decrease the Bank's cost of funds. The decrease in deposits was offset by a $15.0 million increase in Federal Home Loan Bank borrowings, which totaled $35.0 million at June 30, 2004. Borrowings increased in order to take advantage of the low interest rate environment. Customer repurchase agreements decreased $0.4 million, to $11.7 million at June 30, 2004 from December 31, 2003. 2 Stockholders' equity at June 30, 2004 and December 31, 2003 was $116.6 million and $124.8 million, respectively, which represented 14.8% of total assets as of June 30, 2004 and 15.7% of total assets as of December 31, 2003. The change is primarily comprised of net income of $3.2 million for the six months ended June 30, 2004, the repurchase of 464,978 shares of common stock for $9.6 million, and the declaration by the Board of Directors of dividends of $0.05 per share on January 27, 2004 and April 26, 2004 which aggregated $1.1 million. Mr. Donald A. Williams, President and Chief Executive Officer of the Company stated, "On July 27, 2004, the Board of Directors elected to increase the cash dividend to $0.10 per share to all shareholders of record on August 10, 2004 payable on August 24, 2004". Mr. Williams also stated "During this quarter we effectively completed the stock repurchase program announced on April 24, 2003. Therefore on July 27, 2004 the Board of Directors voted to authorize the repurchase into treasury stock of up to 502,550 shares or five percent of its outstanding shares of common stock". "The repurchase program will commence immediately and will continue until complete". On July 23, 2004, the Bank and the Westfield Mutual Holding Company, completed its conversions from companies regulated by the Massachusetts Division of Banks or the Federal Reserve Board to federally-chartered companies regulated by the Office of Thrift Supervision (the "OTS"). The Bank is headquartered in Westfield, Massachusetts and operates through 10 banking offices in Agawam, East Longmeadow, Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts. The Bank's deposits are insured by the Federal Deposit Insurance Corporation and the Depositors Insurance Fund. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements contained in this news release, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future period in any current statements. The Company and the Bank do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. 3 WESTFIELD FINANCIAL, INC. and SUBSIDIARIES Selected Consolidated Statement of Operations and Other Data ($ in thousands, except per share data) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 2004 2003 2004 2003 ---- ---- ---- ---- Interest and dividend income $ 8,372 $ 8,991 $ 16,991 $ 18,664 Interest expense 2,684 3,575 5,434 7,532 ---------- ---------- ---------- ---------- Net interest and dividend income 5,688 5,416 11,557 11,132 Provision for loan losses 125 150 275 350 ---------- ---------- ---------- ---------- Net interest and dividend income after Provision for loan losses 5,563 5,266 11,282 10,782 Net gains on sales of securities Available for sale 389 53 868 113 Other noninterest income 888 639 1,475 1,264 Other noninterest expense 4,480 4,478 8,963 9,107 ---------- ---------- ---------- ---------- Income before income taxes 2,360 1,480 4,662 3,052 Income taxes (benefit) 727 (1,253) 1,422 1,925 ---------- ---------- ---------- ---------- Net income $ 1,633 $ 2,733 $ 3,240 $ 1,127 ========== ========== ========== ========== Basic earnings per share $ 0.17 $ 0.27 $ 0.33 $ 0.11 Average shares outstanding 9,826,377 10,038,710 9,903,953 10,071,541 Diluted earnings per share $ 0.16 $ 0.27 $ 0.32 $ 0.11 Diluted average shares outstanding 10,016,749 10,297,174 10,119,972 10,311,146 Other Data: Return on Average Assets (1) 0.82% 1.36% 0.82% 0.28% Return on Average Equity (1) 5.36% 8.95% 5.28% 1.83% Net Interest Margin 3.04% 2.87% 3.11% 2.95% Three and six month results have been annualized.
4 WESTFIELD FINANCIAL, INC. and SUBSIDIARIES Selected Consolidated Balance Sheet and Other Data ($ in thousands, except per share data) (Unaudited)
June 30, December 31, 2004 2003 -------- ------------ Total assets $789,509 $795,216 Securities held to maturity 253,370 261,610 Securities available for sale 85,464 101,983 Stock in Federal Home Loan Bank of Boston and other stock 4,237 4,237 Loans 360,828 349,622 Allowance for loan losses 4,797 4,642 -------- -------- Net loans 356,031 344,980 Total deposits 620,349 632,431 Customer repurchase agreements 11,719 12,135 Federal Home Loan Bank Advances 35,000 20,000 Stockholders' equity 116,593 124,804 Book value per share 12.20 12.50 Other Data: Nonperforming loans $ 2,581 $ 1,768 Nonperforming loans as a percentage of total assets 0.33% 0.22% Nonperforming loans as a percentage of total loans 0.72% 0.50% Allowance for loan losses as a percentage of nonperforming loans 186% 263% Allowance for loan losses as a percentage of total loans 1.33% 1.33%
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