-----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, JxJx+SSBUMIjaJTHeSe8/T7oIWC0PnnIj4z6YihSaUbrpPcx1HHitesnhm/ucyQY LK7nk98zNEbG2Bz0tG0/lw== 0000950156-09-000084.txt : 20090501 0000950156-09-000084.hdr.sgml : 20090501 20090501160957 ACCESSION NUMBER: 0000950156-09-000084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090429 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090501 DATE AS OF CHANGE: 20090501 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: 09789537 BUSINESS ADDRESS: STREET 1: 141 ELM STREET CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135681911 8-K 1 d72109_west8k.htm BODY OF FORM 8-K Converted by EDGARwiz




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549

 

 

 


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 29, 2009


 

 

 


WESTFIELD FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


Massachusetts
(State or other jurisdiction of
incorporation or organization)

 

001-16767
(Commission
File Number)

 

73-1627673
(I.R.S. Employer
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)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

o

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









Item 2.02.

Results of Operations and Financial Condition.


On April 29, 2009, Westfield Financial, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2009.  The press release also announced the declaration of a regular cash dividend of $0.05 per share and a special cash dividend of $0.15 per share.  A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.


The information contained in this current report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.


Item 9.01. 

Financial Statements and Exhibits.


(a)  Not applicable.


(b)  Not applicable.


(c)  Not applicable.


(d)  Exhibits.


The exhibits required by this item are set forth on the Exhibit Index attached hereto.


Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, dated April 29, 2009








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.

 

 

 

 

 

 

Date: May 1, 2009

By:

/s/ Leo R. Sagan, Jr.

 

 

Leo R. Sagan, Jr.

 

 

Chief Financial Officer








EXHIBIT INDEX


Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, dated April 29, 2009






EX-99 2 ex99_westf.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE

Exhibit 99.1


FOR IMMEDIATE RELEASE


 

For further information contact:
James C. Hagan, President & CEO
Leo R. Sagan, Jr., CFO
413-568-1911


Westfield Financial, Inc. Declares Regular and Special Dividends and Reports

Results for the Quarter Ended March 31, 2009


Westfield, Massachusetts, April 29, 2009: Westfield Financial, Inc. (the “Company”) (NASDAQ:WFD), the holding company for Westfield Bank (the “Bank”), reported net income of $1.2 million for the quarter ended March 31, 2009, compared to $1.9 million for the same period in 2008. This represents earnings of $0.04 per basic and diluted share for the quarter ended March 31, 2009, compared to $0.06 per basic and diluted share for the same period in 2008. The decrease in earnings was primarily the result of increases in the provision for loan losses and noninterest expense, partially offset by an increase in net interest and dividend income and noninterest income.


The provision for loan losses was $1.2 million for the three months ended March 31, 2009 compared to $175,000 for the same period in 2008. The primary reasons for the increase in the provision for loan losses were an increase in loan charge-offs, primarily pertaining to a manufacturing commercial loan relationship, and the continued weakening of the national and local economy.


For the three months ended March 31, 2009, noninterest expense was $6.4 million compared to $5.8 million for the same period in 2008. This was primarily due to an increase of $499,000 in salaries and benefits, which were $4.1 million for the three months ended March 31, 2009. The increase in salaries and benefits for the three months ended March 31, 2009 was primarily the result of an increase of $226,000 in share-based compensation and $178,000 related to the defined benefit pension plan due to a decline in the value of assets held by the plan.


Net interest income was $8.0 million for the three months ended March 31, 2009 and $7.7 million for the same period in 2008. The increase in net interest income was mainly due to a $37.4 million increase in average earning assets. The net interest margin, on a tax equivalent basis, was 3.17% for the three months ended March 31, 2009, compared to 3.16% for the same period in 2008.


1






Noninterest income increased $274,000 to $1.1 million for the three months ended March 31, 2009, compared to the same period in 2008. This was primarily the result of an increase of $151,000 in fees received from the third party mortgage program. Westfield Bank experienced an increase in mortgage referrals due to a decrease in interest rates. In addition, income from bank-owned life insurance (“BOLI”) increased $32,000 as a result of higher balances in BOLI.


Balance Sheet Growth


Total assets increased $16.6 million to $1.1 billion at March 31, 2009. Investment securities increased $44.9 million to $550.6 million at March 31, 2009 from $505.8 million at December 31, 2008. The increase in investment securities was the result of reinvesting funds from short-term borrowings and long-term debt as discussed below.


Net loans decreased by $6.5 million to $465.6 million at March 31, 2009 from $472.1 million at December 31, 2008. This was the result of decreases in commercial and industrial loans and commercial real estate loans, partially offset by an increase in residential real estate loans. Commercial and industrial loans decreased $6.2 million to $147.7 million at March 31, 2009 from $153.9 million at December 31, 2008. Commercial real estate loans decreased $3.6 million to $220.3 million at March 31, 2009 from $223.9 at December 31, 2008. Residential real estate loans increased $2.1 million to $100.5 million at March 31, 2009. The decrease in commercial real estate loans and commercial and industrial loans was primarily the result of customers decreasing their balances on lines of credit, a $2.6 million charge-off pertaining to a manufacturing commercial loan relationship, and normal loan payments and payoffs.


Short-term borrowings and long-term debt increased $23.1 million to total $246.3 million at March 31, 2009. This was primarily due to $20.5 million in new long-term debt, in the form of securities sold under repurchase agreements and Federal Home Loan Bank advances, at March 31, 2009. The slope of the yield curve provided opportunities to earn a more advantageous spread by borrowing funds and reinvesting in loans and securities.


Total deposits increased $12.8 million to $600.8 million at March 31, 2009 from $588.0 million at December 31, 2008. The increase in deposits was due to an increase in regular savings and time deposit accounts. Regular savings accounts increased $8.1 million to $76.2 million, primarily due to an account which pays a higher interest rate than comparable products. Time deposit accounts increased $6.8 million to $334.4 million at March 31, 2009.


2






Stockholders’ equity at March 31, 2009 and December 31, 2008 was $262.5 million and $259.9 million, respectively, which represented 23.3% of total assets as of March 31, 2009 and 23.4% of total assets as of December 31, 2008. The change in stockholders’ equity is comprised of a $3.3 million increase in other comprehensive income, net income of $1.2 million for the three months ended March 31, 2009 and the issuance of 59,721 shares of common stock amounting to $574,000 in connection with stock option exercises. This was partially offset by the repurchase of 172,397 shares for $1.6 million related to the stock repurchase plan and a dividend amounting to $1.5 million declared on January 27, 2009.


As previously reported, the Board of Directors voted to authorize the commencement of a repurchase program on January 22, 2008 authorizing the Company to repurchase up to 3,194,000 shares, or ten percent of its outstanding shares of common stock. At March 31, 2009, the Company had repurchased a total of 1,211,418 shares pursuant to this program.


Credit Quality


Nonperforming loans decreased $3.0 million to $5.8 million at March 31, 2009 compared to $8.8 million at December 31, 2008. This represented 1.22% of total loans at March 31, 2009 and 1.83% of total loans at December 31, 2008. The decrease was the result the charge off of $2.6 million in nonperforming loans related to a manufacturing commercial loan relationship.


The allowance for loan losses was $7.3 million at March 31, 2009 and $8.8 million at December 31, 2008. This represents 1.54% of total loans at March 31, 2009 and 1.83% of total loans at December 31, 2008. At these levels, the allowance for loan losses as a percentage of nonperforming loans was 126% at March 31, 2009 and 100% at December 31, 2008. At December 31, 2008, the allowance for loan losses included a specific valuation allowance of $2.1 million related to a manufacturing commercial loan relationship. This amount was charged off at March 31, 2009 and contributed to the decrease in the allowance for loan losses and the allowance for loan losses as a percent of total loans.


Declaration of Regular and Special Dividends


James C. Hagan, Chief Executive Officer stated, “On April 28, 2009, the Board of Directors declared a regular cash dividend of $0.05 per share and a special cash dividend of $0.15 per share. Both the regular and special dividends are payable on May 27, 2009 to all shareholders of record on May 13, 2009.” Mr. Hagan added, “Westfield Financial’s capital position, core earnings and net interest margin remained strong during the first quarter. The earnings pressure we experienced in the first quarter was primarily due to circumstances surrounding one loan relationship.”


3






The Bank is headquartered in Westfield, Massachusetts and operates through 11 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.


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. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission (SEC), and additional filings we make with the SEC. In addition, the forward-looking statements included in this press release represent our views as of the date of this release. 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 .


4






WESTFIELD FINANCIAL, INC. and SUBSIDIARIES

Selected Consolidated Statement of Income and Other Data

(Dollars in thousands, except per share data)

(Unaudited)


 

 

Three Months Ended
March 31,

 

 

2009

 

2008

 

 

 

 

 

 

 

INTEREST AND DIVIDEND INCOME:

 

 

 

 

 

 

Loans

 

$       6,458 

 

 

$       6,738 

 

Investment securities

 

6,640 

 

 

6,816 

 

Short-term investments

 

 

 

215 

 

Total interest and dividend income

 

13,102 

 

 

13,769 

 

 

 

 

 

 

 

 

INTEREST EXPENSE:

 

 

 

 

 

 

Deposits

 

3,275 

 

 

4,341 

 

Short-term borrowings

 

98 

 

 

318 

 

Long-term debt

 

1,711 

 

 

1,402 

 

Total interest expense

 

5,084 

 

 

6,061 

 

 

 

 

 

 

 

 

Net interest and dividend income

 

8,018 

 

 

7,708 

 

 

 

 

 

 

 

 

PROVISION FOR LOAN LOSSES

 

1,150 

 

 

175 

 

 

 

 

 

 

 

 

Net interest and dividend income after
 provision for loan losses

 

6,868 

 

 

7,533 

 

 

 

 

 

 

 

 

NONINTEREST INCOME:

 

 

 

 

 

 

Income from bank-owned life insurance

 

351 

 

 

319 

 

Service charges and fees

 

709 

 

 

556 

 

Loss on disposition of premises and equipment, net

 

(8)

 

 

 

Gain (loss) on sales of securities, net

 

87 

 

 

300 

 

Other-than-temporary impairment of securities

 

 

 

(310)

 

Total noninterest income

 

1,139 

 

 

865 

 

 

 

 

 

 

 

 

NONINTEREST EXPENSE:

 

 

 

 

 

 

Salaries and employees benefits

 

4,107 

 

 

3,608 

 

Occupancy

 

649 

 

 

603 

 

Professional fees

 

401 

 

 

474 

 

Computer operations

 

437 

 

 

435 

 

Stationery, supplies and postage

 

97 

 

 

125 

 

Other

 

717 

 

 

539 

 

Total noninterest expense

 

6,408 

 

 

5,784 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

1,599 

 

 

2,614 

 

 

 

 

 

 

 

 

INCOME TAXES

 

394 

 

 

753 

 

NET INCOME

 

$       1,205 

 

 

$       1,861 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$         0.04 

 

 

$         0.06 

 

 

 

 

 

 

 

 

Average shares outstanding (1)

 

  29,685,701 

 

 

  30,060,311 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$         0.04 

 

 

$         0.06 

 

 

 

 

 

 

 

 

Diluted average shares outstanding (1)

 

29,970,633 

 

 

30,531,934 

 

 

 

 

 

 

 

 

Other Data:

 

 

 

 

 

 

Return on Average Assets (2)

 

0.52 

%

 

0.71 

%

 

 

 

 

 

 

 

Return on Average Equity (2)

 

2.21 

 

 

2.62 

 

 

 

 

 

 

 

 

Net Interest Margin (3)

 

3.17 

 

 

3.16 

 


 

 

(1)

Weighted-average shares outstanding for 2008 have been adjusted retrospectively for restricted shares that were determined to be "participating" in accordance with Financial Accounting Standards Board Staff Position EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Tansactions Are Participating Securities."

(2)

Three month results have been annualized.

(3)

Net interest margin is calculated on a tax equivalent basis.


5






WESTFIELD FINANCIAL, INC. and SUBSIDIARIES

Selected Consolidated Balance Sheet and Other Data

(Dollars in thousands, except per share data)

(Unaudited)


 

 

March 31,
2009

 

December 31,
2008

 

 

 

 

 

 

 

Cash and cash equivalents

 

$     35,741

 

 

$     56,533

 

 

 

 

 

 

 

 

Securities held to maturity, at cost

 

279,175

 

 

247,635

 

Securities available for sale, at fair value

 

271,455

 

 

258,143

 

Federal Home Loan Bank of Boston and other
 restricted stock - at cost

 

9,093

 

 

8,456

 

 

 

 

 

 

 

 

Loans

 

472,904

 

 

480,931

 

Allowance for loan losses

 

7,276

 

 

8,796

 

Net loans

 

465,628

 

 

472,135

 

 

 

 

 

 

 

 

Bank-owned life insurance

 

36,451

 

 

36,100

 

 

 

 

 

 

 

 

Other assets

 

28,190

 

 

30,054

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$1,125,733

 

 

$1,109,056

 

 

 

 

 

 

 

 

Total deposits

 

$   600,807

 

 

$   588,029

 

 

 

 

 

 

 

 

Short-term borrowings

 

52,474

 

 

49,824

 

Long-term debt

 

193,800

 

 

173,300

 

Due to broker

 

5,000

 

 

27,603

 

Other liabilities

 

11,113

 

 

10,381

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

863,194

 

 

849,137

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' EQUITY

 

262,539

 

 

259,919

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$1,125,733

 

 

$1,109,056

 

 

 

 

 

 

 

 

Book value per share

 

$         8.42

 

 

$         8.30

 

 

 

 

 

 

 

 

Other Data:

 

 

 

 

 

 

Nonperforming loans

 

$       5,756

 

 

$       8,805

 

 

 

 

 

 

 

 

Nonperforming loans as a percentage of total assets

 

0.51

%

 

0.79

%

 

 

 

 

 

 

 

Nonperforming loans as a percentage of total loans

 

1.22

 

 

1.83

 

 

 

 

 

 

 

 

Allowance for loan losses as a percentage of nonperforming loans

 

126.00

 

 

100.00

 

 

 

 

 

 

 

 

Allowance for loan losses as a percentage of total loans

 

1.54

 

 

1.83

 


6







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