10-Q 1 d71082_westf-10q.txt BODY OF FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 Commission file number 001-16767 Westfield Financial, Inc. (Exact name of registrant as specified in its charter) Massachusetts 73-1627673 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 141 Elm Street, Westfield, Massachusetts 01085 (Address of principal executive offices) (Zip Code) (413) 568-1911 (Registrant's telephone number, including area code) 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 twelve 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer Smaller reporting company --- --- Accelerated filer X Non-accelerated filer --- --- Indicate by check mark whether the registrant is a shell company. Yes No X --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Outstanding at Class November 7, 2008 ----------------------------------- ---------------------------------- Common Stock, $0.01 par value 31,363,431 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements of Westfield Financial, Inc. and Subsidiaries Consolidated Balance Sheets (Unaudited) - September 30, 2008 and December 31, 2007 Consolidated Statements of Income (Unaudited) - Three and nine months ended September 30, 2008 and 2007 Consolidated Statement of Changes in Stockholders' Equity and Comprehensive Income (Unaudited) - Nine months ended September 30, 2008 and 2007 Consolidated Statements of Cash Flows (Unaudited) - Nine months ended September 30, 2008 and 2007 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risk Item 4. Controls and Procedures PART II - OTHER INFORMATION Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits Signatures Exhibits 1 FORWARD - LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains "forward-looking statements." These forward-looking statements 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. These forward-looking statements may be subject to significant known and unknown risks, uncertainties and other factors, including, but not limited to, changes in the real estate market or local economy, changes in interest rates, changes in laws and regulations to which we are subject, and competition in our primary market area. Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results discussed in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Westfield Financial, Inc. undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 2 PART 1 ITEM 1: FINANCIAL STATEMENTS Westfield Financial, Inc. and Subsidiaries Consolidated Balance Sheets - Unaudited (Dollars in thousands, except share data)
September 30, December 31, 2008 2007 ---- ---- ASSETS Cash and due from banks $ 14,464 $ 16,603 Federal funds sold 54,238 21,017 Interest-bearing deposits and other short-term investments 60 3 ---------- ---------- Cash and cash equivalents 68,762 37,623 ---------- ---------- SECURITIES: Available for sale - at estimated fair value 23,414 38,051 Held to maturity - at amortized cost (estimated fair value of $81,874 at September 30, 2008, and $105,829 at December 31, 2007) 82,120 104,025 MORTGAGE-BACKED SECURITIES: Available for sale - at estimated fair value 201,189 206,178 Held to maturity - at amortized cost (estimated fair value of $169,489 at September 30, 2008 and $174,550 at December 31, 2007) 170,076 174,594 FEDERAL HOME LOAN BANK OF BOSTON AND OTHER STOCK- AT COST 8,446 7,510 LOANS - Net of allowance for loan losses of $6,408 at September 30, 2008 and $5,726 at December 31, 2007 456,548 414,902 PREMISES AND EQUIPMENT, Net 12,158 12,712 ACCRUED INTEREST RECEIVABLE 5,118 5,761 BANK-OWNED LIFE INSURANCE 35,400 32,398 OTHER ASSETS 10,122 6,030 ---------- ---------- TOTAL ASSETS $1,073,353 $1,039,784 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES DEPOSITS: Noninterest-bearing $ 49,530 $ 42,408 Interest-bearing 536,508 560,268 ---------- ---------- Total deposits 586,038 602,676 ---------- ---------- SHORT-TERM BORROWINGS 36,693 35,268 LONG-TERM DEBT 168,500 105,000 OTHER LIABILITIES 8,811 10,308 ---------- ---------- TOTAL LIABILITIES 800,042 753,252 ---------- ---------- STOCKHOLDERS' EQUITY: Preferred stock - $.01 par value, 5,000,000 shares authorized, None outstanding at September 30, 2008 and December 31, 2007 - - Common stock - $.01 par value, 75,000,000 shares authorized, 31,383,188 shares issued and outstanding at September 30, 2008, and 31,933,549 shares issued and outstanding at December 31, 2007 313 319 Additional paid-in capital 205,257 209,497 Unallocated common stock of Employee Stock Ownership Plan (11,070) (11,542) Restricted stock unearned compensation (4,741) (5,493) Retained earnings 87,155 92,702 Accumulated other comprehensive (loss) income (3,603) 1,049 ---------- ---------- Total stockholders' equity 273,311 286,532 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,073,353 $1,039,784 ========== ========== See accompanying notes to consolidated financial statements.
3 Westfield Financial, Inc. and Subsidiaries Consolidated Statements of Income - Unaudited (Dollars in thousands, except per share data)
Three Months Nine Months Ended September 30, Ended September 30, 2008 2007 2008 2007 ---- ---- ---- ---- INTEREST AND DIVIDEND INCOME: Debt securities, taxable $ 5,952 $ 5,813 $ 18,539 $ 15,760 Residential and commercial real estate loans 4,711 4,621 13,952 13,430 Commercial and industrial loans 2,133 2,240 6,057 6,233 Debt securities, tax-exempt 351 334 1,030 969 Federal funds sold 158 502 543 2,437 Marketable equity securities 121 151 452 458 Consumer loans 78 89 247 270 Interest-bearing deposits and other short-term Investments - 2 1 98 ---------- ---------- ---------- ---------- Total interest and dividend income 13,504 13,752 40,821 39,655 ---------- ---------- ---------- ---------- INTEREST EXPENSE: Deposits 3,551 4,989 11,686 14,708 Short-term borrowings 204 178 768 452 Long-term debt 1,650 1,006 4,606 1,983 ---------- ---------- ---------- ---------- Total interest expense 5,405 6,173 17,060 17,143 ---------- ---------- ---------- ---------- Net interest and dividend income 8,099 7,579 23,761 22,512 PROVISION FOR LOAN LOSSES 275 50 690 225 ---------- ---------- ---------- ---------- Net interest and dividend income after provision for loan losses 7,824 7,529 23,071 22,287 ---------- ---------- ---------- ---------- NONINTEREST INCOME: Income from bank-owned life insurance 359 331 1,002 923 Service charges and fees 605 594 1,768 1,795 Gain on sales of securities, net 486 39 805 39 Other than temporary impairment of securities (651) - (961) - ---------- ---------- ---------- ---------- Total noninterest income 799 964 2,614 2,757 ---------- ---------- ---------- ---------- NONINTEREST EXPENSE: Salaries and employees benefits 3,662 3,484 10,759 10,088 Occupancy 593 591 1,819 1,758 Professional fees 356 336 1,203 1,081 Data processing 422 344 1,276 1,056 Stationery, supplies and postage 111 122 360 375 Other 639 474 1,883 1,879 ---------- ---------- ---------- ---------- Total noninterest expense 5,783 5,351 17,300 16,237 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 2,840 3,142 8,385 8,807 INCOME TAXES 793 970 2,357 2,710 ---------- ---------- ---------- ---------- NET INCOME $ 2,047 $ 2,172 $ 6,028 $ 6,097 ========== ========== ========== ========== EARNINGS PER COMMON SHARE: Basic earnings per share $ 0.07 $ 0.07 $ 0.21 $ 0.20 Weighted average shares outstanding 29,199,300 29,785,103 29,325,236 29,999,156 Diluted earnings per share $ 0.07 $ 0.07 $ 0.20 $ 0.20 Weighted average diluted shares outstanding 29,587,936 30,248,763 29,758,968 30,498,623 See accompanying notes to consolidated financial statements.
4 WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME - UNAUDITED (Dollars in thousands, except share data)
Common Stock Restricted Accumulated ------------------ Additional Stock Other Par Paid-In Unallocated Unearned Retained Comprehensive Shares Value Capital ESOP Compensation Earnings (Loss) Income Total -------- ----- ---------- ---- ------------ -------- ------------- ----- Balance at December 31, 2007 31,933,549 $319 $209,497 $(11,542) $(5,493) $92,702 $ 1,049 $286,532 Comprehensive income: Net income - - - - - 6,028 - 6,028 Unrealized losses on securities arising during the period, net of tax benefit of $2,951 - - - - - - (4,730) (4,730) Reclassification for losses included in net income, net of tax benefit of $78 - - - - - - 78 78 -------- Total comprehensive income 1,376 -------- Share-based compensation - - 737 472 752 - - 1,961 Common stock repurchased (983,471) (10) (9,769) - - - - (9,779) Issuance of common stock in connection with stock option exercises 433,110 4 4,447 - - (2,550) - 1,901 Excess tax benefits in connection with stock option exercises - - 345 - - - - 345 Cash dividends declared ($0.30 per share) - - - - - (9,025) - (9,025) ---------- ---- -------- -------- ------- ------- ------- -------- Balance at September 30, 2008 31,383,188 $313 $205,257 $(11,070) $(4,741) $87,155 $(3,603) $273,311 ========== ==== ======== ======== ======= ======= ======= ======== Balance at December 31, 2006 9,728,912 $274 $201,736 $ (4,835) $ (405) $93,364 $ (726) $289,408 Total comprehensive income Net income - - - - - 6,097 - 6,097 Unrealized gains on securities arising during the period, net of tax benefit of $468 - - - - - - 865 865 Reclassification for gains included in net income, net of tax of $16 - - - - - - (23) (23) -------- Total comprehensive income - - - - - - - 6,939 -------- Exchange of common stock pursuant to reorganization (9,728,912 shares exchanged at a 3.28138 ratio for 31,923,903 shares) 21,458,991 38 (358) - - - - (320) Capital contribution pursuant to dissolution of Mutual Holding Company - - - - - 2,713 - 2,713 Share-based compensation - - 500 492 460 - - 1,452 Issuance of restricted stock - - 5,815 - (5,815) - - - Purchase of ESOP shares 736,000 7 7,353 (7,360) - - - - Purchase of common stock in connection with recognition and retention plan - - (6,075) - - - - (6,075) Issuance of common stock in connection with stock option exercises 2,684 - 12 - - - - 12 Cash dividends declared ($0.15 per share) - - - - - (4,527) - (4,527) ---------- ---- -------- -------- ------- ------- ------- -------- Balance at September 30, 2007 31,926,587 $319 $208,983 $(11,703) $ (5,760) $97,647 $ 116 $289,602 ========== ==== ======== ======== ========= ======= ======= ======== See accompanying notes to consolidated financial statements.
5 Westfield Financial, Inc. and Subsidiaries Consolidated Statements of Cash Flows - Unaudited (Dollars in thousands)
Nine Months Ended September 30, 2008 2007 ---- ---- OPERATING ACTIVITIES: Net income $ 6,028 $ 6,097 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 690 225 Depreciation of premises and equipment 889 801 Net amortization of premiums and discounts on securities, mortgage-backed securities, and mortgage loans 140 264 Share-based compensation expense 1,961 1,452 Excess tax benefit in connection with stock option exercises (345) - Gains on sales of securities, net (805) (39) Other than temporary impairment of securities 961 - Deferred income tax benefit (135) (56) Income from bank-owned life insurance (1,002) (923) Changes in assets and liabilities: Accrued interest and dividends 643 (1,174) Other assets (1,006) 112 Other liabilities (1,152) 6,958 -------- --------- Net cash provided by operating activities 6,867 13,717 -------- --------- INVESTING ACTIVITIES: Securities, held to maturity: Purchases (1,094) (41,738) Proceeds from maturities and principal collections 23,000 10,000 Securities, available for sale: Purchases (17,291) (26,226) Proceeds from sales 15,242 15,111 Proceeds from calls, maturities, and principal collections 14,992 15,059 Mortgage-backed securities, held to maturity: Purchases (23,726) (44,298) Principal collections 28,091 30,764 Mortgage-backed securities, available for sale: Purchases (80,114) (99,473) Proceeds from sales 43,802 272 Principal collections 35,278 25,636 Purchase of Federal Home Loan Bank of Boston stock (936) (2,581) Proceeds from redemption of Federal Home Loan Bank of Boston stock - 217 Purchase of residential mortgages (1,366) (1,634) Net other increase in loans (41,000) (15,521) Purchases of premises and equipment (335) (1,750) Purchase of bank-owned life insurance (2,000) (10,520) -------- --------- Net cash used in investing activities (7,457) (146,682) -------- --------- FINANCING ACTIVITIES: Decrease in deposits (16,638) (13,297) Net change in short-term borrowings 1,425 2,904 Repayment of long-term debt (15,000) (15,000) Proceeds from long-term debt 78,500 65,000 Cash dividends paid (9,025) (4,527) Exchange of common stock pursuant to reorganization - (320) Capital contribution pursuant to dissolution of MHC - 2,713 Common stock repurchased (9,779) - Issuance of common stock in connection with stock option exercises 1,901 12 Excess tax benefit in connection with stock option exercises 345 - Purchase of common stock in connection with retention and recognition plan - (6,075) -------- --------- Net cash provided by financing activities 31,729 31,410 -------- --------- NET CHANGE IN CASH AND CASH EQUIVALENTS: 31,139 (101,555) Beginning of period 37,623 154,508 -------- --------- End of period $ 68,762 $ 52,953 ======== ========= See accompanying notes to consolidated financial statements.
6 WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations - Westfield Financial, Inc. was organized as a Massachusetts-chartered stock holding company in November 2001 in connection with the reorganization of Westfield Mutual Holding Company, a federally-chartered mutual holding company. As part of the reorganization, Westfield Financial offered for sale 47% of its common stock. The remaining 53% of Westfield Financial's shares were issued to Westfield Mutual Holding Company. The reorganization and related stock offering were completed on December 27, 2001. On January 3, 2007, Westfield Financial completed its stock offering in connection with the second step conversion of Westfield Mutual Holding Company. As part of the conversion, New Westfield Financial, Inc. succeeded Westfield Financial as the stock holding company of Westfield Bank, and Westfield Mutual Holding Company was dissolved. In the stock offering, a total of 18,400,000 shares representing Westfield Mutual Holding Company's ownership interest in Westfield Financial were sold by New Westfield Financial in a subscription offering, community offering and syndicated offering. In addition, each outstanding share of Westfield Financial as of January 3, 2007 was exchanged for 3.28138 new shares of New Westfield Financial common stock. New Westfield Financial, Inc. changed its name to Westfield Financial, Inc. effective January 3, 2007. Westfield Bank is a federally-chartered stock savings bank subsidiary of Westfield Financial. Westfield Bank's deposits are insured to the limits specified by the Federal Deposit Insurance Corporation ("FDIC"). Westfield Bank operates eleven branches in Western Massachusetts. Westfield Bank's primary source of revenue is earnings on loans to small and middle-market businesses and to residential property homeowners. Elm Street Securities Corporation and WFD Securities Corporation, Massachusetts-chartered security corporations, were formed by Westfield Financial for the primary purpose of holding qualified investment securities. Principles of Consolidation - The consolidated financial statements include the accounts of Westfield Financial, Westfield Bank, Elm Street Securities Corporation, and WFD Securities Corporation. All material intercompany balances and transactions have been eliminated in consolidation. Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses for each. Actual results could differ from those estimates. Estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses and other than temporary impairment of investment securities. 7 Basis of Presentation - In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of Westfield Financial's financial condition as of September 30, 2008, and the results of operations, changes in stockholders' equity and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2008 are not necessarily indicative of the results of operations for the remainder of the year ended December 31, 2008. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2007. Reclassifications - Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. 2. EARNINGS PER SHARE Basic earnings per share represents income available to stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential shares had been issued, as well as any adjusted income that would result from the assumed issuance. Potential common shares that may be issued by Westfield Financial related solely to outstanding stock awards and options and are determined using the treasury's stock method. Earnings per common share for the three and nine months ended September 30, 2008 and 2007 have been computed based on the following:
Three Months Ended Nine Months Ended September 30, September 30, 2008 2007 2008 2007 ---- ---- ---- ---- (In thousands, except per share data) Net income available to common stockholders $ 2,047 $ 2,172 $ 6,028 $ 6,097 ======= ======= ======= ======= Weighted average number of common shares outstanding 29,199 29,785 29,325 29,999 Effect of dilutive shares awards and options 389 464 434 500 ------- ------- ------- ------- Adjusted weighted average number of common stock outstanding used to calculate diluted earnings per common share 29,588 30,249 29,759 30,499 ======= ======= ======= ======= Basic earnings per share $ 0.07 $ 0.07 $ 0.21 $ 0.20 Diluted earnings per share $ 0.07 $ 0.07 $ 0.20 $ 0.20
Stock options and awards that would have an antidilutive effect on diluted earnings per share are excluded from the calculation. At September 30, 2008 and 2007, 1,501,857 shares were antidilutive. 8 3. SHARE-BASED COMPENSATION The Westfield Financial, Inc. 2007 Stock Option Plan (the "2007 Stock Option Plan") was approved by the shareholders at the annual meeting of shareholders on July 19, 2007. In August 2007, 1,351,702 shares of common stock were granted under the 2007 Stock Option Plan. At September 30, 2008, 208,399 shares were available for future grants. No shares were granted during the three and nine months ended September 30, 2008. In August 2007, 559,000 shares of common stock were granted under the 2007 Recognition and Retention Plan. As of September 30, 2008, 65,041 shares were available for future grants. No shares were granted in the three and nine months ended September 30, 2008. Westfield Financial applies Statement of Financial Accounting Standard No. 123(R), "Share Based Payment" ("SFAS 123(R)" or the "Statement") in accounting for stock awards. The stock allocations, based on the market price at the date of grant, are recorded as unearned compensation. Unearned compensation is amortized over the vesting period. Westfield Financial recorded compensation cost related to stock awards of approximately $252,000 and $216,000 for three months ended September 30, 2008 and 2007, respectively, and $752,000 and $460,000 for the nine months ended September 30, 2008 and 2007, respectively. Westfield Financial applies SFAS 123(R) in accounting for stock options. SFAS 123(R) permits entities to use any option-pricing model that meets the fair value objective in the Statement. Westfield Financial uses the binomial model for its adoption of this statement to determine that fair value of stock options granted. Expense is recognized for stock options based on the fair value determined at the grant date. Westfield Financial recorded compensation costs relating to stock options of $175,000 and $88,000, with a related tax benefit of $45,000 and $21,000 for the three months ended September 30, 2008 and 2007, respectively. Westfield Financial recorded compensation costs relating to stock options of $520,000 and $245,000, with a related tax benefit of $135,000 and $50,000 for the nine months ended September 30, 2008 and 2007, respectively. 4. SHORT-TERM BORROWINGS AND LONG-TERM DEBT Westfield Bank utilizes short-term borrowings and long-term debt as additional sources of funds to finance Westfield Bank's lending and investing activities and to provide liquidity for daily operations. Short-term borrowings are made up of Federal Home Loan Bank ("FHLB") advances with an original maturity of less than one year as well as customer repurchase agreements, which have an original maturity of one day. Short-term borrowings issued by the FHLB were $15.0 million and $18.5 million at September 30, 2008 and December 31, 2007, respectively. Customer repurchase agreements were $21.7 million at September 30, 2008 and $16.8 million at December 31, 2007. A customer repurchase agreement is an agreement by Westfield Bank to sell to and repurchase from the customer an interest in specific securities issued by or guaranteed by the United States Government. This transaction settles immediately on a same day basis in immediately available funds. Interest paid is commensurate with other products of equal interest and credit risk. All of Westfield Bank's customer repurchase agreements at September 30, 2008 and December 31, 2007 were held by commercial customers. Long-term debt consists of FHLB advances with an original maturity of one year or more as well as securities sold under repurchase agreements. At September 30, 2008, Westfield Bank had $120.0 million in long-term debt with the FHLB and $48.5 million in securities sold under repurchase agreements with an approved broker-dealer. This compares to $105.0 million in FHLB advances and no securities sold under repurchase agreements at December 31, 2007. In the first quarter of 2008, securities sold under repurchase agreements of $48.5 million were executed with a weighted average interest rate of 2.66% and final maturities in the first quarter of 2018. The securities sold under agreements to repurchase are callable at the issuer's option beginning in the years 2010 to 2012. 9 5. PENSION AND POSTRETIREMENT LIFE INSURANCE BENEFITS The following provides information regarding net benefit costs for the period shown: Postretirement Life Pension Benefits Insurance Benefits Three months ended Three months ended September 30, September 30, ------------------ ------------------- (In thousands) 2008 2007 2008 2007 ---- ---- ---- ---- Service cost $ 175 $ 175 $ - $ 8 Interest cost 162 145 6 12 Expected return on assets (190) (162) - - Transaction obligation (3) (3) - 2 Actuarial loss (10) - - - ----- ----- ---- ---- Net periodic pension cost $ 134 $ 155 $ 6 $ 22 ===== ===== ==== ==== Postretirement Life Pension Benefits Insurance Benefits Nine months ended Nine months ended September 30, September 30, ------------------ ------------------- (In thousands) 2008 2007 2008 2007 ---- ---- ---- ---- Service cost $ 525 $ 526 $ - $ 23 Interest cost 486 436 17 37 Expected return on assets (570) (485) - - Transaction obligation (9) (9) - 6 Actuarial loss (29) (1) 1 - ----- ----- ---- ---- Net periodic pension cost $ 403 $ 467 $ 18 $ 66 ===== ===== ==== ==== Westfield Bank maintains a pension plan for its eligible employees. Westfield Financial plans to contribute to the pension plan the amount required to meet the minimum funding standards under Section 412 of the Internal Revenue Code. Additional contributions will be made as deemed appropriate by management in conjunction with the pension plan's actuaries. As of September 30, 2008, Westfield Financial made a contribution of $486,000 for the year 2008. Westfield Financial does not expect to make any additional contributions in 2008. In 2007, Westfield Financial curtailed its postretirement life insurance benefits for active employees to offset rising compensation costs. 10 6. FAIR VALUE OF ASSETS AND LIABILITIES Effective January 1, 2008, Westfield Financial adopted Statement of Financial Accounting Standards No. 157, "Fair Value Measurements", which provides a framework for measuring fair value under U.S. GAAP. Westfield Financial also adopted SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115" ("SFAS 159"). SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. Westfield Financial did not elect fair value treatment for any financial assets or liabilities upon adoption. Assets and liabilities measured at fair value on a recurring basis are summarized below: September 30, 2008 ---------------------------------------- Level 1 Level 2 Level 3 Total ------- ------- ------- ----- (In thousands) Assets Securities available for sale $6,178 $ 17,236 $ - $ 23,414 - Mortgage-backed securities available for sale - 201,189 - 201,189 ------ -------- ------- -------- Total assets $6,178 $218,425 $ - $224,603 ====== ======== ======= ======== Also, Westfield Financial may be required, from time to time, to measure certain other financial assets on a nonrecurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or writedowns of individual assets. The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related individual assets for the three and nine months ended September 30, 2008.
Three Months Nine Months Ended Ended At September 30, 2008 September 30, 2008 September 30, 2008 --------------------- ------------------ ------------------ (In thousands) Total Total Level 1 Level 2 Level 3 Gains (Losses) Gains (Losses) ------- ------- ------- -------------- -------------- Loans $ - $1,817 $ - $ - $ (126) ---- ------ ---- ---- ------- Total assets $ 39 $1,817 $ - $ - $(1,087) ==== ====== ==== ==== =======
The amount of loans represents the carrying value and related writedown and valuation allowance of impaired loans for which adjustments are based on the estimated fair value of the underlying collateral. The resulting losses were recognized in earnings through the provision for loan losses. 11 7. RECENT ACCOUNTING PRONOUNCEMENTS In December 2007, the Financial Accounting Standards Board ("FASB") issued Statement No. 141 (revised), "Business Combinations" ("SFAS 141R"). This Statement replaces FASB Statement No. 141 ("SFAS 141"), and applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. Under SFAS 141R an acquirer is required to recognize at fair value the assets acquired, liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date. This replaces the cost-allocation process under SFAS 141, which resulted in the non-recognition of some assets and liabilities at the acquisition date, and in measuring some assets and liabilities at amounts other than their fair values at the acquisition date. SFAS 141R requires that acquisition costs and expected restructuring costs be recognized separately from the acquisition, and that the acquirer in a business combination achieved in stages recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, at the full amounts of their fair values. SFAS 141R also requires an acquirer to recognize assets acquired and liabilities assumed arising from contractual contingencies as of the acquisition date, while SFAS 141 allowed for the deferred recognition of pre-acquisition contingencies until certain recognition criteria were met, and an acquirer is only required to recognize assets or liabilities arising from all other contingencies if it is more likely than not that they meet the definition of an asset or a liability. Under SFAS 141R, an acquirer is required to recognize contingent consideration at the acquisition date, whereas contingent consideration obligations usually were not recognized at the acquisition date under SFAS 141. Further, SFAS 141R eliminates the concept of negative goodwill and requires gain recognition in instances in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling interest in the acquiree. SFAS 141R makes significant amendments to other Statements and other authoritative guidance, and applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. Management has determined that the adoption of this Statement will not have a material impact on Westfield Financial's consolidated financial statements. In December 2007, the FASB issued Statement No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS 160"). SFAS 160 amends Accounting Research Bulletin ("ARB") No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. In October, 2008, the FASB issued FASB Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active ("FSP 157-3"). FSP 157-3 clarifies the application of SFAS 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP 157-3 was effective immediately upon issuance, and includes prior periods for which financial statements have not been issued. Westfield Financial applied the guidance contained in FSP 157-3 in determining fair values at September 30, 2008, and it did not have a material impact on the consolidated financial statements. 12 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Overview Westfield Financial strives to remain a leader in meeting the financial service needs of the local community and to provide quality service to the individuals and businesses in the market areas that it has served since 1853. Historically, Westfield Bank has been a community-oriented provider of traditional banking products and services to business organizations and individuals, including products such as residential and commercial real estate loans, consumer loans and a variety of deposit products. Westfield Bank meets the needs of its local community through a community-based and service-oriented approach to banking. Westfield Financial has adopted a growth-oriented strategy that has focused on increased emphasis on commercial lending. Westfield Financial's strategy also calls for increasing deposit relationships and broadening its product lines and services. Westfield Financial believes that this business strategy is best for its long term success and viability, and complements its existing commitment to high quality customer service. In connection with its overall growth strategy, Westfield Bank seeks to: o continue to grow its commercial and industrial and commercial real estate loan portfolio by targeting businesses in its primary market area and in northern Connecticut as a means to increase the yield on and diversify its loan portfolio and build transactional deposit account relationships; o focus on expanding its retail banking franchise and increasing the number of households served within its market area; and o depending on market conditions, refer substantially all of the fixed-rate residential real estate loans to a third party mortgage company which underwrites, originates and services these loans in order to diversify its loan portfolio, increase fee income and reduce interest rate risk. Please review our financial results for the quarter ended September 30, 2008 in the context of this strategy. You should read our financial results for the quarter ended September 30, 2008 in the context of this strategy. o Net income was $2.0 million, or $0.07 per diluted share, for the quarter ended September 30, 2008 compared to $2.2 million, or $0.07 per diluted share for the same period in 2007. For the nine months ended September 30, 2008, net income was $6.0 million, or $0.20 per diluted share compared to $6.1 million, or $0.20 per diluted share for the same period in 2007. Both the three months and nine months ended September 30, 2008 showed an increase in net interest income; however this was offset by increased noninterest expenses and an increase in the provision for loan losses. o Net interest income increased $520,000 to $8.1 million for the three months ended September 30, 2008 compared to $7.6 million for the same period in 2007. The net interest margin, on a tax equivalent basis, was 3.29% for the three months ended September 30, 2008, compared to 3.18% for the same period in 2007. For the nine months ended September 30, 2008, net interest income increased $1.3 million to $23.8 million, compared to $22.5 million for the same period in 2007. The net interest margin, on a tax equivalent basis, was 3.24% and 3.27% for the nine months ended September 30, 2008 and 2007, respectively. The increase in net interest income was primarily due to increases in average earning assets of $40.2 million and $63.2 million for the three and nine months ended September 30, 2008, respectively. 13 o Net loans increased by $41.6 million, to $456.5 million at September 30, 2008 from $414.9 million at December 31, 2007. The increase in net loans was primarily the result of an increase in commercial and industrial loans and commercial real estate loans. Commercial and industrial loans increased $26.7 million to $143.2 million at September 30, 2008 from $116.5 million at December 31, 2007. Commercial real estate loans increased $24.8 million to $214.8 million at September 30, 2008 from $190.0 million at December 31, 2007. o The financial results for the three and nine months ended September 30, 2008 also include a net loss of $165,000 and $156,000, respectively, on the sale and writedown of securities. Westfield Financial recorded writedowns on preferred stock issued by Freddie Mac of $310,000 in the first quarter of 2008 and $651,000 in the third quarter of 2008, for a total of $961,000. Freddie Mac was placed into conservatorship by the United States Treasury in September 2008. Westfield Financial's book value remaining on preferred stock issued by Freddie Mac was $39,000 at September 30, 2008. The writedown was partially offset by net gains of $486,000 and $805,000 for the three and nine months ended September 30, 2008, respectively, on the sale of other investment securities. o Nonperforming loans increased $2.0 million to $3.2 million at September 30, 2008 compared to $1.2 million at December 31, 2007. This represents 0.69% of total loans at September 30, 2008 and 0.29% of total loans at December 31, 2007. The increase was the result of a single agricultural commercial loan relationship of $1.8 million. The loan relationship is primarily secured by real estate. Management does not anticipate incurring significant losses on this relationship. CRITICAL ACCOUNTING POLICIES Westfield Financial's critical accounting policies, given its current business strategy and asset/liability structure, are revenue recognition on loans and investments, the accounting for allowance for loan losses and provision for loan losses, the classification of securities as either held to maturity or available for sale, and the evaluation of securities for other than temporary impairment. Westfield Financial's general policy is to discontinue the accrual of interest when principal or interest payments are delinquent 90 days or more, or earlier if the loan is considered impaired. Any unpaid amounts previously accrued on these loans are reversed from income. Subsequent cash receipts are applied to the outstanding principal balance or to interest income if, in the judgment of management, collection of principal balance is not in question. Loans are returned to accrual status when they become current as to both principal and interest and when subsequent performance reduces the concern as to the collectibility of principal and interest. Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized as an adjustment to interest income over the estimated average lives of the related loans. Westfield Financial's methodology for assessing the appropriateness of the allowance consists of two key components: (i) a specific allowance for identified problem or impaired loans and (ii) a formula allowance for the remainder of the portfolio. Measurement of an impairment can be based on the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price or the fair value of the collateral, if the loan is collateral dependent. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change. The appropriateness of the allowance is also reviewed by management based upon its evaluation of then-existing economic and business conditions affecting the key lending areas of Westfield Financial and other conditions, such as new loan products, credit quality trends (including trends in nonperforming loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions within portfolio segments that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collectibility of the loan portfolio. Although management believes it has established and maintained the allowance for loan losses at appropriate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment. 14 Securities, including mortgage-backed securities, that management has the positive intent and ability to hold until maturity are classified as held to maturity and are carried at amortized cost. Securities, including mortgage-backed securities, that have been identified as assets for which there is not a positive intent to hold to maturity are classified as available for sale and are carried at fair value with unrealized gains and losses, net of income taxes, reported as a separate component of equity. Accordingly, a misclassification would have a direct effect on stockholders' equity. Sales or reclassification as available for sale (except for certain permitted reasons) of held to maturity securities may result in the reclassification of all such securities to available for sale. Westfield Financial has never sold held to maturity securities or reclassified such securities to available for sale other than in specifically permitted circumstances. Westfield Financial does not acquire securities or mortgage-backed securities for purposes of engaging in trading activities. On a quarterly basis, Westfield Financial reviews available for sale investment securities with unrealized depreciation on a judgmental basis to assess whether the decline in fair value is temporary or other than temporary. Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other than temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of Westfield Financial to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2008 AND DECEMBER 31, 2007 Total assets increased $33.6 million to $1.1 billion at September 30, 2008 from $1.0 billion at December 31, 2007. Cash and cash equivalents increased $31.2 million to $68.8 million at September 30, 2008 from $37.6 million at December 31, 2007. The increase in cash and cash equivalents was the result of an increase of $33.2 million in federal funds sold to $54.2 million at September 30, 2008 from $21.0 million at December 31, 2007. Westfield Financial's federal funds sold represent short term loans, maturing in one day, to well-capitalized banks. Management felt it prudent to keep a higher amount of cash equivalent assets on hand during the recent period of turmoil in the financial markets. Net loans increased by $41.6 million to $456.5 million at September 30, 2008 from $414.9 million at December 31, 2007. This was the result of increases in commercial and industrial loans and commercial real estate loans, partially offset by a decrease in residential real estate loans. Commercial and industrial loans increased $26.7 million to $143.2 million at September 30, 2008 from $116.5 million at December 31, 2007. Commercial real estate loans increased $24.8 million to $214.8 million at September 30, 2008 from $190.0 million at December 31, 2007. Owner occupied commercial real estate loans totaled $94.9 million and $90.4 million at September 30, 2008 and December 31, 2007, respectively, while non-owner occupied commercial real estate loans totaled $119.9 million and $99.6 million at September 30, 2008 and December 31, 2007, respectively. The increases in commercial and industrial and commercial real estate loans were due to increased loan originations to commercial customers within Westfield Financial's market area. Residential real estate loans decreased $8.2 million to $99.9 million at September 30, 2008 from $108.1 million at December 31, 2007. Since September 2001, Westfield Bank has referred substantially all of the originations of its residential real estate loans to a third party mortgage company. Residential real estate borrowers submit applications to Westfield Bank, but the loan is approved by and closed on the books of the mortgage company. The third party mortgage company owns the servicing rights and services the loans. Westfield Bank retains no residual ownership interest in these loans. Westfield Bank does not originate or hold subprime mortgage loans. Investment securities decreased $46.0 million to $476.8 million at September 30, 2008 from $522.8 million at December 31, 2007. Investment securities decreased as a portion of the funds received from sales, calls, maturities and principal pay downs were used to originate loans and increase federal funds sold. 15 Asset growth was funded primarily through a $63.5 million increase in long-term debt, which totaled $168.5 million at September 30, 2008. This was primarily due to $48.5 million in new long-term debt, in the form of securities sold under repurchase agreements with an approved broker-dealer, at September 30, 2008. Current interest rates permit Westfield Financial to earn a spread by borrowing funds and reinvesting in loans and securities. Long-term debt, which includes FHLB advances and securities sold under repurchase agreements with an original maturity of one year or more, were $168.5 million at September 30, 2008 and $105.0 million at December 31, 2007. As of September 30, 2008, FHLB advances comprised $120.0 million and securities sold under repurchase agreements comprised $48.5 million of the long-term debt. The securities sold under agreements to repurchase have final maturities in the first quarter of 2018 and are callable at the issuer's option beginning in the years 2010 to 2012. Short-term borrowings were $36.7 million at September 30, 2008 and $35.3 million at December 31, 2007. Short-term borrowings are made up of FHLB advances with an original maturity of less than one year as well as customer repurchase agreements, which have an original maturity of one day. Short-term borrowings issued by the FHLB were $15.0 million at September 30, 2008 and $18.4 million at December 31, 2007. Customer repurchase agreements were $21.7 million at September 30, 2008 and $16.8 million at December 31, 2007. A customer repurchase agreement is an agreement by Westfield Bank to sell to and repurchase from the customer an interest in specific securities issued by or guaranteed by the United States Government. This transaction settles immediately on a same day basis in immediately available funds. Interest paid is commensurate with other products of equal interest and credit risk. All of Westfield Bank's customer repurchase agreements at September 30, 2008 were held by commercial customers. Total deposits decreased $16.7 million to $586.0 million at September 30, 2008 from $602.7 million at December 31, 2007. The decrease in total deposits was due to a decrease in time deposits and money market accounts, partially offset by an increase in regular savings and checking accounts. Management placed less emphasis on gathering time deposits in favor of using other types of funding, such as borrowings, to control funding costs. Time deposits decreased $29.1 million to $324.2 million at September 30, 2008. Money market accounts decreased $11.0 million to $63.6 million at September 30, 2008. The decreases in time deposits and money market accounts were partially offset by increases of $18.4 million in regular savings accounts and $5.1 million in checking accounts. The increases in both regular savings accounts and checking accounts were fueled by new products with higher interest rates than Westfield Financial's other comparable products. Stockholders' equity at September 30, 2008 and December 31, 2007 was $273.3 million and $286.5 million, respectively, representing 25.5% and 27.6% of total assets, respectively. The decrease in stockholders' equity is comprised of the repurchase of 983,471 shares for $9.8 million and the payment of regular and special dividends amounting to $9.0 million, partially offset by net income of $ 6.0 million for the nine months ended September 30, 2008. In January 2008, the Board of Directors voted to authorize the commencement of a repurchase program which authorized Westfield Financial to repurchase up to 3,194,000 shares, or ten percent of its outstanding shares of common stock. The repurchase of 983,471 shares was partially offset by the reissuance of 433,110 shares in connection with stock option exercises. All of the stock options exercised during the nine months ended September 30, 2008 were granted in 2002. 16 COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007 General Net income was $2.0 million, or $0.07 per diluted share, for the quarter ended September 30, 2008 compared to $2.2 million, or $0.07 per diluted share, for the same period in 2007. Net interest and dividend income was $8.1 million for the three months ended September 30, 2008 and $7.6 million for the same period in 2007. Net Interest and Dividend Income The following tables set forth the information relating to our average balance and net interest income for the three months ended September 30, 2008 and 2007 and reflect the average yield on assets and average cost of liabilities for the periods indicated. Yields and costs are derived by dividing annualized interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned from making changes in loan rates and terms and fees earned when real estate loans are prepaid or refinanced. For analytical purposes, interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings, which facilitates comparison between taxable and tax-exempt assets.
Three Months Ended September 30, 2008 2007 ------------------------------------ ------------------------------------ Average Avg Yield/ Average Avg Yield/ Interest Balance Cost Interest Balance Cost -------- ------- ---------- -------- ------- ---------- (Dollars in thousands) Interest-Earning Assets ----------------------- Short-term investments $ 158 $ 33,390 1.89% $ 504 $ 38,780 5.20% Investment securities 6,542 508,210 5.15 6,372 510,771 4.99 Loans 6,958 456,407 6.10 6,984 408,256 6.84 ------- -------- ------- -------- Total interest-earning assets $13,658 $998,007 5.47% $13,860 $957,807 5.79% ======= ======== ======= ======== Interest-Bearing Liabilities ---------------------------- NOW accounts $ 328 $ 86,203 1.52% $ 355 $ 80,935 1.75% Savings accounts 211 63,906 1.32 97 41,855 0.93 Money market accounts 189 65,613 1.15 341 83,217 1.64 Time deposits 2,823 322,038 3.51 4,196 368,301 4.56 Short-term borrowings and long-term debt 1,854 204,011 3.64 1,184 109,328 4.33 ------- -------- ------- -------- Total interest-bearing liabilities $ 5,405 $741,771 2.91% $ 6,173 $683,636 3.61% ======= ======== ======= ======== Less: Tax-equivalent adjustment (154) (108) Net interest income/interest rate spread $ 8,099 2.56% $ 7,579 2.18% ======= ==== ======= ==== Net interest margin 3.29% 3.18% ==== ====
17 The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected Westfield Financial's tax-equivalent interest income and interest expense during the periods indicated. Information is provided in each category with respect to: o Interest income changes attributable to changes in volume (changes in volume multiplied by prior rate); o Interest income changes attributable to changes in rate (changes in rate multiplied by current volume); and o The net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Three Months Ended September 30, 2008 Compared to September 30, 2007 Increase (decrease) due to: ------------------------------------- Interest-Earning Assets Volume Rate Net ----------------------- ------ ---- --- (Dollars in thousands) Short-term investments $ (70) $ (276) $ (346) Investment securities (32) 202 170 Loans 824 (850) (26) ------ ------- ------- Net change in income on Interest-earning assets 722 (924) (202) ------ ------- ------- Interest-Bearing Liabilities ---------------------------- NOW accounts 23 (50) (27) Savings accounts 51 63 114 Money market accounts (72) (80) (152) Time deposits (527) (846) (1,373) Short-term borrowings and long-term debt 1,025 (355) 670 ------ ------- ------- Net change in expense on interest-bearing liabilities 500 (1,268) (768) ------ ------- ------- Change in net interest income $ 222 $ 344 $ 566 ====== ======= ======= Net interest and dividend income increased $520,000 to $8.1 million for the three months ended September 30, 2008 from $7.6 million for the same period in 2007. The net interest margin, on a tax- equivalent basis, was 3.29% for the three months ended September 30, 2008 compared to 3.18% for the same period in 2007. Net interest and dividend income increased primarily as a result of a decrease in interest expense of $768,000 to $5.4 million for the three months ended September 30, 2008 from $6.2 million for the same period in 2007. The average cost of interest-bearing liabilities decreased 70 basis points to 2.91% for the three months ended September 30, 2008 from 3.61% for the same period in 2007. The decrease in the average cost of interest-bearing liabilities was primarily due to the falling interest rate environment. Management placed less emphasis on gathering time deposits in order to take advantage of other sources of lower-cost funding, such as short-term borrowings and long-term debt, to control funding costs. 18 The decrease in interest expense was partially offset by a decrease of $202,000 in tax-equivalent interest and dividend income for the three months ended September 30, 2008 to $13.7 million from $13.8 million for the same period in 2007. The yield on interest-earning assets, on a tax-equivalent basis, decreased 32 basis points to 5.47% for the three months ended September 30, 2008 from 5.79% for the same period in 2007 due to the falling interest rate environment. The average balance of interest-earning assets increased $40.2 million to $998.0 million for the three months ended September 30, 2008 compared to $957.8 million for the same period in 2007. Provision for Loan Losses The amount that Westfield Financial provided for the provision for loan losses during the three months ended September 30, 2008 was based upon the changes that occurred in the loan portfolio during that same period as well as the general weakening of the national economy. The changes in the loan portfolio, described in detail below, include an increase in commercial and industrial loans and commercial real estate loans, tempered by a decrease in residential real estate loans. After evaluating these factors, Westfield Financial provided $275,000 for loan losses for the three months ended September 30, 2008, compared to $50,000 for the same period in 2007. The allowance was $6.4 million at September 30, 2008 and $6.1 million at June 30, 2008. The allowance for loan losses was 1.38% of total loans at September 30, 2008 and 1.39% of total loans at June 30, 2008. Commercial and industrial loans increased $11.2 million during the quarter ended September 30, 2008. Westfield Financial considers commercial and industrial loans to contain more credit risk and market risk than both commercial real estate loans and conventional residential real estate mortgages. Commercial real estate loans increased $11.7 million during the quarter ended September 30, 2008 to $214.8 million. At September 30, 2008, residential real estate loans decreased $559,000 to $9.9 million compared to June 30, 2008. Net recoveries were $6,000 for the three months ended September 30, 2008. This was comprised of charge-offs of $11,000 offset by recoveries of $17,000. Net recoveries were $69,000 for the three months ended September 2007. This was comprised of recoveries of $83,000 offset by charge-offs of $14,000. Although management believes it has established and maintained the allowance for loan losses at adequate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment. Noninterest Income Noninterest income decreased $165,000 to $799,000 for the three months ended September 30, 2008 from $964,000 in the same period in 2007. The decrease in noninterest income was the result of a net loss of $165,000 on the sale and writedown of securities. Westfield Financial recorded a writedown of $651,000 on its Freddie Mac preferred stock for the three months ended September 30, 2008. Freddie Mac was placed into conservatorship by the United States Treasury in September 2008. Westfield Financial's book value remaining on preferred stock issued by Freddie Mac was $39,000 at September 30, 2008. The writedown was partially offset by net gains of $486,000 on the sale of other investment securities for the three months ended September 30, 2008. Westfield Financial recorded a net gain of $39,000 on the sale of securities for the three months ended September 30, 2007. There were no writedowns related to investment securities for the same period in 2007. 19 Noninterest Expense Noninterest expense for the three months ended September 30, 2008 was $5.8 million compared to $5.4 million for the same period in 2007. Salaries and benefits increased $178,000 to $3.7 million for the three months ended September 30, 2008 compared to $3.5 million for the same period in 2007. The increase in salaries and benefits for the three months ended September 30, 2008 was primarily the result of an increase of $111,000 in expenses related to share-based compensation, due to new grants of restricted stock and stock options late in the third quarter of 2007. In addition, charitable contributions increased $101,000 to $116,000 for the three months ended September 30, 2008 compared to $15,000 for the same period in 2007. Management elected to distribute a larger dollar amount of contributions in the third quarter of 2008, whereas in 2007, the majority of the contributions were made in the first six months of the year. Income Taxes For the three months ended September 30, 2008, Westfield Financial had a tax provision of $793,000 compared to $970,000 for the same period in 2007. The effective tax rate was 27.9% for the three months ended September 30, 2008 and 30.9% for the same period in 2007. COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007 General Net income was $6.0 million, or $0.20 per diluted share, for the nine months ended September 30, 2008 as compared to $6.1 million, or $0.20 per diluted share, for the same period in 2007. Net interest and dividend income was $23.8 million for the nine months ended September 30, 2008, compared to $22.5 million for the same period in 2007. Net Interest and Dividend Income The following tables set forth the information relating to our average balance and net interest income for the nine months ended September 30, 2008 and 2007 and reflect the average yield on assets and average cost of liabilities for the periods indicated. Yields and costs are derived by dividing annualized interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned from making changes in loan rates and terms and fees earned when real estate loans are prepaid or refinanced. For analytical purposes, interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets. 20
Nine Months Ended September 30, 2008 2007 ------------------------------------ ------------------------------------ Average Avg Yield/ Average Avg Yield/ Interest Balance Cost Interest Balance Cost -------- ------- ---- -------- ------- ---- (Dollars in thousands) Interest-Earning Assets ----------------------- Short-term investments $ 544 $ 31,779 2.28% $ 2,535 $ 64,221 5.26% Investment securities 20,343 530,296 5.11 17,421 477,461 4.86 Loans 20,362 436,537 6.22 20,038 393,708 6.79 ------- -------- ------- -------- Total interest-earning assets $41,249 $998,612 5.51% $39,994 $935,390 5.70% ======= ======== ======= ======== Interest-Bearing Liabilities ---------------------------- NOW accounts $ 947 $ 86,681 1.46 $ 1,016 $ 80,304 1.69 Savings accounts 553 57,995 1.27 204 40,033 0.68 Money market accounts 608 69,195 1.17 1,035 87,374 1.58 Time deposits 9,578 332,213 3.84 12,453 371,695 4.47 Short-term borrowings and long-term debt 5,374 190,159 3.77 2,435 80,809 4.02 ------- -------- ------- -------- Total interest-bearing liabilities $17,060 $736,243 3.09% $17,143 $660,215 3.46% ======= ======== ======= ======== Less: Tax-equivalent adjustment (428) (339) Net interest income/interest rate spread $23,761 2.42% $22,512 2.24% ======= ==== ======= ==== Net interest margin 3.24% 3.27% ==== ====
The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected Westfield Financial's tax-equivalent interest income and interest expense during the periods indicated. Information is provided in each category with respect to: o Interest income changes attributable to changes in volume (changes in volume multiplied by prior rate); o Interest income changes attributable to changes in rate (changes in rate multiplied by current volume); and o The net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. 21 Nine Months Ended September 30, 2008 Compared to September 30, 2007 Increase (decrease) due to: Interest-Earning Assets Volume Rate Net ----------------------- ------ ---- --- (Dollars in thousands) Short-term investments $(1,281) $ (710) $(1,991) Investment securities 1,928 994 2,922 Loans 2,180 (1,856) 324 ------- ------- ------- Net change in income on interest-earning assets 2,827 (1,572) 1,255 ------- ------- ------- Interest-Bearing Liabilities ---------------------------- NOW accounts 81 (150) (69) Savings accounts 92 257 349 Money market accounts (215) (212) (427) Time deposits (1,323) (1,552) (2,875) Short-term borrowings and long-term debt 3,295 (356) 2,939 ------- ------- ------- Net change in expense on interest-bearing liabilities 1,930 (2,013) (83) ------- ------- ------- Change in net interest income $ 897 $ 441 $ 1,338 ======= ======= ======= Net interest and dividend income increased $1.2 million to $23.8 million for the nine months ended September 30, 2008 from $22.5 million for the same period in 2007. The net interest margin, on a tax- equivalent basis, was 3.24% for the three months ended September 30, 2008 as compared to 3.27% for the same period in 2007. Interest and dividend income, on a tax-equivalent basis, increased $1.2 million to $41.2 million for the nine months ended September 30, 2008 from $40.0 million for the same period in 2007. The increase in interest and dividend income was mainly due to a $63.2 million increase in average interest earning assets. Average interest earning assets were $998.6 million for the nine months ended September 30, 2008 compared to $935.4 million for the same period in 2007. The yield on interest-earning assets decreased 19 basis points to 5.51% for the nine months ended September 30, 2008 from 5.70% for same period in 2007. Interest expense was $17.1 million for the nine months ended September 30, 2008 and 2007, respectively. The average cost of interest-bearing liabilities decreased 37 basis points to 3.09% for the nine months ended September 30, 2008 from 3.46% for same period in 2007 primarily due to the falling interest rate environment. The decrease in the cost of interest-bearing liabilities was partially offset by an increase in the average balance of short-term borrowings and long-term debt of $109.4 million to $332.2 million for the nine months ended September 30, 2008 from $80.8 million for the same period in 2007. Management placed less emphasis on gathering time deposits in order to take advantage of other sources of lower-cost funding, such as short-term borrowings and long-term debt, to control funding costs. 22 Provision for Loan Losses The amount that Westfield Financial provided for the provision for loan losses during the nine months ended September 30, 2008 was based upon the changes that occurred in the loan portfolio during that same period as well as a general weakening of the national economy. The changes in the loan portfolio, described in detail below, include increases in commercial and industrial loans and commercial real estate loans, and an increase in nonperforming and impaired loans due to the deterioration of one commercial relationship, tempered by a decrease in residential real estate loan balances. After evaluating these factors, Westfield Financial provided $690,000 for loan losses for the nine months ended September 30, 2008, compared to $225,000 for the same period in 2007. The allowance was $6.4 million at September 30, 2008 and $5.7 million at December 31, 2007. The allowance for loan losses was 1.38% of total loans at September 30, 2008 and 1.36% of total loans at December 31, 2007. Commercial and industrial loans increased $26.7 million to $143.2 million at September 30, 2008. Commercial real estate loans increased $24.8 million during the quarter ended September 30, 2008 to $214.8 million. At September 30, 2008, residential real estate loans decreased $8.2 million to $99.9 million compared to December 31, 2007. Nonperforming loans were $3.2 million at September 30, 2008 compared to $1.2 million at December 31, 2007. Nonperforming loans as a percentage of total loans were 0.69% at September 30, 2008 and 0.29% at December 31, 2007. The increase was primarily the result of a single agricultural commercial loan relationship of $1.8 million. The loan relationship is primarily secured by real estate. Management does not anticipate incurring significant losses on this relationship. Impaired loans increased $1.6 million to $1.8 million at September 30, 2008 primarily as a result of the single agricultural commercial loan relationship of $1.8 million described above. A valuation allowance of $91,000 was allocated in the first quarter of 2008 on the loan relationship of $1.8 million based on the estimated fair value of the underlying collateral. Net charge-offs were $8,000 for the nine months ended September 30, 2008. This was comprised of charge-offs of $62,000 offset by recoveries of $54,000. Net recoveries for the nine months ended September 30, 2007 were $131,000. This was comprised of recoveries of $190,000 offset by charge-offs of $59,000. Although management believes it has established and maintained the allowance for loan losses at adequate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment. Noninterest Income Noninterest income decreased $143,000 to $2.6 million for the nine months ended September 30, 2008 from $2.8 million in the same period in 2007. The decrease in noninterest income was the result of a net loss of $156,000 on the sale and writedown of securities. Westfield Financial recorded a writedown of $310,000 in the first quarter of 2008 and $651,000 in the third quarter of 2008 on its Freddie Mac preferred stock, for a total of $961,000. Freddie Mac was placed into conservatorship by the United States Treasury in September 2008. Westfield Financial's book value remaining on preferred stock issued by Freddie Mac was $39,000 at September 30, 2008. The writedown was partially offset by net gains of $805,000 on the sale of other investment securities for the nine months ended September 30, 2008. Westfield Financial recorded a net gain of $39,000 on the sale of securities for the nine months ended September 30, 2007. There were no writedowns related to investment securities for the same period in 2007. In addition, net checking account processing fee income decreased $156,000 to $1.0 million for the nine months ended September 30, 2008 compared to $1.2 million for the same period in 2007. Both decreases were partially offset by an increase in income from bank-owned life insurance of $79,000 to $1.0 million for the nine months ended September 30, 2008 compared to $923,000 in the same period in 2007. 23 Noninterest Expense Noninterest expense for the nine months ended September 30, 2008 was $17.3 million compared to $16.2 million for the same period in 2007. Salaries and benefits increased $671,000 million to $10.8 million for the nine months ended September 30, 2008 compared to $10.1 million for the same period in 2007. This was primarily the result of expenses related to share-based compensation, which increased $509,000 for the nine months ended September 30, 2008 as a result of new grants of restricted stock and stock options late in the third quarter of 2007. In addition, data processing expense increased $220,000 to $1.3 million for the nine months ended September 30, 2008 compared to $1.1 million for the same period in 2007. This was the result of an increased use of software applications and enhanced computer functionality in Westfield Financial's computer information systems. Income Taxes For the nine months ended September 30, 2008, Westfield Financial had a tax provision of $2.4 million compared to $2.7 million for the same period in 2007. The effective tax rate was 28.1% for the nine months ended September 30, 2008 and 30.8% for the same period in 2007. LIQUIDITY AND CAPITAL RESOURCES The term "liquidity" refers to Westfield Financial's ability to generate adequate amounts of cash to fund loan originations, loan purchases, withdrawals of deposits and operating expenses. Westfield Financial's primary sources of liquidity are deposits, scheduled amortization and prepayments of loan principal and mortgage-backed securities, maturities and calls of investment securities and funds provided by operations. Westfield Bank also can borrow funds from the FHLB based on eligible collateral of loans and securities. Westfield Bank's maximum additional borrowing capacity from the FHLB at September 30, 2008 was approximately $184.5 million. Liquidity management is both a short-and long-term function of business management. The measure of a company's liquidity is its ability to meet its cash commitments at all times with available cash or by conversion of other assets to cash at a reasonable price. Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flow, calls of investment securities and repayments 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. Management believes that Westfield Financial has sufficient liquidity to meet its current operating needs. On October 3, 2008, the Emergency Economic Stabilization Act of 2008, or EESA, was signed into law providing for, among other things, $700 billion in funding to the U.S. Treasury to purchase troubled assets from financial institutions. On October 14, 2008, the Treasury, the Federal Reserve Board, and the Federal Deposit Insurance Corporation issued a joint statement announcing additional steps aimed at stabilizing the financial markets, including a $250 billion voluntary Capital Purchase Program, or CPP, that allows qualifying financial institutions to sell preferred shares to the Treasury. Institutions that participate in the CPP are restricted in their ability to make future stock repurchases and to increase dividend payments to shareholders for a period of three years. Westfield Financial's Board of Directors and management is evaluating the benefits and drawbacks of participation in the CPP, reviewing these analyses with the Company's financial and legal advisors, and is still evaluating the decision to apply for funds under the CPP. At September 30, 2008, Westfield Financial exceeded each of the applicable regulatory capital requirements. As of September 30, 2008, the most recent notification from the Office of Thrift Supervision (the "OTS") categorized Westfield Bank as "well capitalized" under the regulatory framework for prompt corrective action. To be categorized as "well capitalized," Westfield Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed Westfield Bank's category. Westfield Financial's and Westfield Bank's actual capital ratios as of September 30, 2008 are also presented in the table. 24
Minimum To Be Well Minimum Capitalized For Capital Under Prompt Adequacy Corrective Actual Purposes Action Provisions Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- (Dollars in thousands) September 30, 2008 Total Capital (to Risk Weighted Assets): Consolidated $283,093 45.06% $50,261 8.00% N/A - Bank 224,910 36.53 49,258 8.00 $61,572 10.00% Tier 1 Capital (to Risk Weighted Assets): Consolidated 276,685 44.04 25,131 4.00 N/A - Bank 218,593 35.50 24,629 4.00 36,943 6.00 Tier 1 Capital (to Adjusted Total Assets): Consolidated 276,685 25.65 43,146 4.00 N/A - Bank 218,593 21.28 40,891 4.00 51,114 5.00 Tangible Equity (to Tangible Assets): Consolidated N/A - N/A - N/A - Bank 218,593 21.28 15,334 1.50 N/A - December 31, 2007 Total Capital (to Risk Weighted Assets): Consolidated $290,900 50.29% $46,276 8.00% N/A - Bank 218,118 38.76 45,021 8.00 $56,277 10.00% Tier 1 Capital (to Risk Weighted Assets): Consolidated 285,174 49.30 23,138 4.00 N/A - Bank 212,392 37.74 22,511 4.00 33,766 6.00 Tier 1 Capital (to Adjusted Total Assets): Consolidated 285,174 27.48 41,506 4.00 N/A - Bank 212,392 21.95 38,696 4.00 48,370 5.00 Tangible Equity (to Tangible Assets): Consolidated N/A - N/A - N/A - Bank 212,392 21.95 14,511 1.50 N/A -
25 Westfield Bank also has outstanding, at any time, a significant number of commitments to extend credit and provide financial guarantees to third parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to Westfield Bank's obligations. Because many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows. Westfield Bank is obligated under leases for certain of its branches and equipment. A summary of lease obligations and credit commitments at September 30, 2008 follows:
After 1 Year After 3 Years Within but Within but Within After 1 Year 3 Years 5 Years 5 Years Total ------ ------------ ------------- ------- ----- (In thousands) LEASE OBLIGATIONS Operating lease obligations $ 519 $ 1,005 $ 833 $10,767 $ 13,124 ======== ======= ======= ======= ======== BORROWINGS Federal Home Loan Bank $ 55,000 $55,000 $20,000 $ 5,000 $135,000 Securities sold under repurchase agreements - - - 48,500 48,500 -------- ------- ------- ------- -------- Total borrowings $ 55,000 $55,000 $20,000 $53,500 $183,500 ======== ======= ======= ======= ======== CREDIT COMMITMENTS Available lines of credit $ 59,801 $ - $ - $14,725 $ 74,526 Other loan commitments 25,699 2,190 - - 27,889 Letters of credit 5,953 - - 243 6,196 -------- ------- ------- ------- -------- Total credit commitments $ 91,453 $ 2,190 $ - $14,968 $108,611 ======== ======= ======= ======= ======== Grand total $146,972 $58,195 $20,833 $79,235 $305,235 ======== ======= ======= ======= ========
OFF-BALANCE SHEET ARRANGEMENTS Westfield Financial does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on Westfield Financial's condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Quantitative measures established by regulation to ensure capital adequacy require Westfield Bank to maintain minimum amounts and ratios (set forth in the table above) of total and Tier I capital to risk weighted assets and to average assets. Management believes, as of September 30, 2008, that Westfield Bank met all capital adequacy requirements to which it was subject. As of September 30, 2008, the most recent notification from the OTS categorized Westfield Bank as "well capitalized" under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Westfield Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios. There are no conditions or events since the most recent OTS notification that management believes have changed Westfield Bank's categorization. 26 Management uses a simulation model to monitor interest rate risk. This model reports the net interest income at risk primarily under seven different interest rate change environments. Specifically, net interest income is measured in one scenario that assumed no change in interest rates, and six scenarios where interest rates increase 100, 200, and 300 basis points, and decrease 100, 200 and 300 basis points, respectively, from current rates over the one year time period following the current consolidated financial statement. Income from tax-exempt assets is calculated on a fully taxable equivalent basis. The changes in interest income and interest expense due to changes in interest rates reflect the interest sensitivity of our interest-earning assets and interest-bearing liabilities. For example, in a rising interest rate environment, the interest income from an adjustable rate loan will increase depending on its repricing characteristics while the interest income from a fixed loan would not increase until the loan was repaid and reinvested or loaned out at a higher interest rate. The table below sets forth as of September 30, 2008 the estimated changes in net interest and dividend income that would result from incremental changes in interest rates over the applicable period. For the Twelve Months Ending September 30, 2009 (Dollars in thousands) ----------------------------------------------- Changes in Net Interest Interest Rates (Basis and Dividend Points) Income % Change --------------------- ------------ -------- 300 $32,748 0.5% 200 32,540 -0.1% 100 32,373 -0.7% 0 32,588 0.0% -100 31,998 -1.8% -200 30,999 -4.9% -300 29,934 -8.1% Management believes that there have been no significant changes in market risk since December 31, 2007. The income simulation analysis was based upon a variety of assumptions. These assumptions include, but are not limited to, balance sheet growth, asset mix, prepayment speeds, the timing and level of interest rates, and the shape of the yield curve. As market conditions vary from the assumptions in the income simulation analysis, actual results will differ. As a result, the income simulation analysis does not serve as a forecast of net interest income, nor do the calculations represent any actions that management may undertake in response to changes in interest rates. ITEM 4: CONTROLS AND PROCEDURES Management, including Westfield Financial's Chairman and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Westfield Financial's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of the end of the period covered by this report. Based upon the evaluation, the Chairman and Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports Westfield Financial files and submits under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to Westfield Financial's management, including Westfield Financial's principal executive officer and principal accounting officer, as appropriate to allow timely decisions regarding required disclosure. 27 There have been no changes in the Westfield Financial's internal control over financial reporting identified in connection with the evaluation that occurred during Westfield Financial's last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, Westfield Financial's internal control over financial reporting. Part II - Other Information ITEM 1. LEGAL PROCEEDINGS None ITEM 1A: RISK FACTORS For a summary of risk factors relevant to our operations, see Part I, Item 1A, "Risk Factors" in our 2007 Annual Report on Form 10-K. There are no material changes in risk factors relevant to our operations, except as discussed below. Changes in the national and local economy may affect our future growth possibilities. Our current market area is principally located in Hampden County, Massachusetts. Our future growth opportunities depend on the growth and stability of our regional economy and our ability to expand our market area. A downturn in our local economy may limit funds available for deposit and may negatively affect our borrowers' ability to repay their loans on a timely basis, both of which could have an impact on our profitability. We are operating in a challenging and uncertain economic environment, both nationally and locally. Since 2007, housing market conditions in our market area have deteriorated, as evidenced by reduced levels of sales, increasing inventories of houses on the market, declining house prices and an increase in the length of time houses remain on the market. On October 3, 2008, President Bush signed the Emergency Economic Stabilization Act of 2008, or the EESA, into law in response to the financial crises affecting the banking system and financial markets. Pursuant to the EESA, the U.S. Treasury has the authority to, among other things, purchase up to $700 billion of troubled assets (including mortgages, mortgage-backed securities and certain other financial instruments) from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets. On October 14, 2008, the Treasury, the Federal Reserve Board and the Federal Deposit Insurance Corporation (the "FDIC") issued a joint statement announcing additional steps aimed at stabilizing the financial markets. No assurance can be given that the foregoing or any other governmental program will improve market and economic conditions, or that such conditions will not result in a decrease in our interest income, a decrease in fee income from our relationship with a third party mortgage company, an increase in our non-performing loans, an increase in our provision for loan losses or an adverse impact on our loan losses. The FDIC's proposed increase in deposit insurance premiums will increase our non-interest expense. The FDIC recently adopted a restoration plan and issued a notice of proposed rulemaking and request for comment that would initially raise the assessment rate schedule, uniformly across all four risk categories into which the FDIC assigns insured institutions, by seven basis points (annualized) of insured deposits beginning on January 1, 2009. Under the proposed plan, beginning with the second quarter of 2009, the initial base assessment rates will range from 10 to 45 basis points depending on an institution's risk category, with adjustments resulting in increased assessment rates for institutions with a significant reliance on secured liabilities and brokered deposits. Under the proposal the FDIC may continue to adopt actual rates that are higher without further notice-and-comment rulemaking subject to certain limitations. 28 If the FDIC determines that assessment rates should be increased, institutions in all risk categories could be affected. The FDIC has exercised this authority several times in the past and could continue to raise insurance assessment rates in the future. The increased deposit insurance premiums proposed by the FDIC will result in an increase in our non-interest expense. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES USE OF PROCEEDS There were no purchases made by Westfield Financial of its common stock during the three months ended September 30, 2008. There were no sales by Westfield Financial of unregistered securities during the three months ended September 30, 2008. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION a. None b. None 29 ITEM 6. EXHIBITS The following exhibits are furnished with this report: Exhibit Description ------- ------------------------------------------------------------------- 2.1 Amended and Restated Plan of Conversion and Stock Issuance of Westfield Mutual Holding Company, Westfield Financial, Inc. and Westfield Bank (1) 3.1 Articles of Organization of Westfield Financial, Inc.(2) 3.2 Bylaws of Westfield Financial, Inc. (2) 4.1 Form of Stock Certificate of Westfield Financial, Inc. (1) 10.1 Form of Employee Stock Ownership Plan of Westfield Financial, Inc. (3) 10.2 Amendments to the Employee Stock Ownership Plan of Westfield Financial, Inc. (4) 10.3 Form of Director's Deferred Compensation Plan (5) 10.4 The 401(k) Plan adopted by Westfield Bank (6) 10.5 Amended and Restated Benefit Restoration Plan of Westfield Financial, Inc. (7) 10.6 Form of Amended and Restated Deferred Compensation Agreement with Donald A. Williams (5) 10.7 Amended and Restated Employment Agreement between Donald A. Williams and Westfield Bank (7) 10.8 Amended and Restated Employment Agreement between Michael J. Janosco, Jr. and Westfield Bank (7) 10.9 Amended and Restated Employment Agreement between James C. Hagan and Westfield Bank (7) 10.10 Amended and Restated Employment Agreement between Donald A. Williams and Westfield Financial, Inc. (7) 10.11 Amended and Restated Employment Agreement between Michael J. Janosco, Jr. and Westfield Financial, Inc. (7) 10.12 Amended and Restated Employment Agreement between James C. Hagan and Westfield Financial, Inc. (7) 10.13 Form of Amended and Restated One-Year Change of Control Agreement by and among certain officers, Westfield Financial, Inc. and Westfield Bank. (7) 10.14 Agreement between Westfield Bank and Village Mortgage Company (1) 31.1 Rule 13a - 14(a)/15d - 14(a) Certifications 32.1 Section 1350 Certifications (1) Incorporated by reference to the Registration Statement No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006, as amended. (2) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on January 5, 2007. (3) Incorporated herein by reference to the Registration Statement No. 333-68550 on Form S-1 filed with the Securities and Exchange Commission on August 28, 2001, as amended. (4) Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission on March 31, 2003. (5) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on December 22, 2005. (6) Incorporated herein by reference to the Post-Effective Amendment No. 1 to the Registration Statement No. 333-73132 on Form S-8 filed with the Securities and Exchange Commission on April 28, 2006. (7) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on October 29, 2007. 30 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. Westfield Financial, Inc. (Registrant) By: /s/ Donald A. Williams -------------------------------------------- Donald A. Williams Chairman/Chief Executive Officer (Principal Executive Officer) By: /s/ Michael J. Janosco Jr. -------------------------------------------- Michael J. Janosco, Jr. Vice President/Chief Financial Officer (Principal Accounting Officer) November 7, 2008 31