Western New England Bancorp, Inc. - Quarter Report: 2014 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

______________________

FORM 10-Q

S	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____.

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 incorporation or organization)	(I.R.S. Employer Identification No.)

141 Elm Street, Westfield, Massachusetts 01086

(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 12 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 S No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes S 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer £	Accelerated filer S

Non-accelerated filer £	Smaller reporting company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

At October 31, 2014, the registrant had 18,793,583 shares of common stock, $.01 par value, issued and outstanding.

TABLE OF CONTENTS

		Page

FORWARD-LOOKING STATEMENTS		i

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements of Westfield Financial, Inc. and Subsidiaries

	Consolidated Balance Sheets (Unaudited) – September 30, 2014 and December 31, 2013	1

	Consolidated Statements of Net Income (Unaudited) – Three and Nine Months Ended September 30, 2014 and 2013	2

	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Three and Nine Months Ended September 30, 2014 and 2013	3

	Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) – Nine Months Ended September 30, 2014 and 2013	4

	Consolidated Statements of Cash Flows (Unaudited) – Nine Months Ended September 30, 2014 and 2013	5

	Notes to Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	43


PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44

Item 3.	Defaults upon Senior Securities	44

Item 4.	Mine Safety Disclosures	44

Item 5.	Other Information	44

Item 6.	Exhibits	44

FORWARD–LOOKING STATEMENTS

We may, from time to time, make written or oral “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements contained in our filings with the Securities and Exchange Commission (the “SEC”), our reports to shareholders and in other communications by us. This Quarterly Report on Form 10-Q contains “forward-looking statements,” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “would,” “plan,” “estimate,” “potential” and other similar expressions. Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operation and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to:

changes in the interest rate environment that reduce margins;

changes in the regulatory environment;

the highly competitive industry and market area in which we operate;

general economic conditions, either nationally or regionally, resulting in, among other things, a deterioration in credit quality;

changes in business conditions and inflation;

changes in credit market conditions;

changes in the securities markets which affect investment management revenues;

increases in Federal Deposit Insurance Corporation (“FDIC”) deposit insurance premiums and assessments could adversely affect our financial condition;

changes in technology used in the banking business;

the soundness of other financial services institutions which may adversely affect our credit risk;

certain of our intangible assets may become impaired in the future;

our controls and procedures may fail or be circumvented;

new line of business or new products and services, which may subject us to additional risks;

changes in key management personnel which may adversely impact our operations;

the effect on our operations of recent legislative and regulatory initiatives that were or may be enacted in response to the ongoing financial crisis;

severe weather, natural disasters, acts of war or terrorism and other external events which could significantly impact our business; and

other factors detailed from time to time in our Securities and Exchange Commission (“SEC”) filings.

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. We do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - UNAUDITED

(Dollars in thousands, except per share data)

	September 30,			December 31,
	2014			2013
ASSETS
CASH AND DUE FROM BANKS	$	9,723		$	14,112
FEDERAL FUNDS SOLD		197			521
INTEREST-BEARING DEPOSITS AND OTHER SHORT-TERM INVESTMENTS		4,509			5,109
CASH AND CASH EQUIVALENTS		14,429			19,742

SECURITIES AVAILABLE FOR SALE – AT FAIR VALUE		212,460			243,204
SECURITIES HELD TO MATURITY (Fair value of $279,499 and $282,555 at September 30, 2014 and December 31,2013, respectively)		283,684			295,013
FEDERAL HOME LOAN BANK OF BOSTON AND OTHER RESTRICTED STOCK - AT COST		14,720			15,631
LOANS - Net of allowance for loan losses of $7,695 and $7,459 at September 30, 2014 and December 31, 2013, respectively		711,860			629,968
PREMISES AND EQUIPMENT, Net		11,199			10,995
ACCRUED INTEREST RECEIVABLE		4,192			4,201
BANK-OWNED LIFE INSURANCE		48,329			47,179
DEFERRED TAX ASSET, Net		7,817			6,334
OTHER ASSETS		2,491			4,574
TOTAL ASSETS	$	1,311,181		$	1,276,841

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
DEPOSITS:
Noninterest-bearing	$	136,940		$	145,040
Interest-bearing		691,845			672,072
Total deposits		828,785			817,112

SHORT-TERM BORROWINGS		78,685			48,197
LONG-TERM DEBT		246,804			248,377
SECURITIES PENDING SETTLEMENT		137			299
OTHER LIABILITIES		12,464			8,712
TOTAL LIABILITIES		1,166,875			1,122,697

SHAREHOLDERS’ EQUITY:
Preferred stock - $0.01 par value, 5,000,000 shares authorized, none outstanding at September 30, 2014 and December 31, 2013		—			—
Common stock - $0.01 par value, 75,000,000 shares authorized, 18,822,724 shares issued and outstanding at September 30, 2014; 20,140,669 shares issued and outstanding at December 31, 2013		188			201
Additional paid-in capital		112,322			121,860
Unearned compensation - ESOP		(7,603	)		(8,003	)
Unearned compensation - Equity Incentive Plan		(113	)		(187	)
Retained earnings		44,568			43,248
Accumulated other comprehensive loss		(5,056	)		(2,975	)
Total shareholders’ equity		144,306			154,144
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,311,181		$	1,276,841

See accompanying notes to unaudited consolidated financial statements.

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NET INCOME – UNAUDITED

(Dollars in thousands, except per share data)

	Three Months					Nine Months
	Ended September 30,					Ended September 30,
	2014		2013			2014		2013
INTEREST AND DIVIDEND INCOME:
Residential and commercial real estate loans	$	5,590	$	5,037		$	16,256	$	15,039
Commercial and industrial loans		1,509		1,299			4,154		3,807
Consumer loans		36		35			103		104
Debt securities, taxable		2,896		3,659			9,050		10,985
Debt securities, tax-exempt		208		259			626		833
Equity securities		43		36			132		108
Other investments - at cost		59		20			187		60
Federal funds sold, interest-bearing deposits and other short-term investments		2		3			11		6
Total interest and dividend income		10,343		10,348			30,519		30,942
INTEREST EXPENSE:
Deposits		1,298		1,390			3,877		4,167
Long-term debt		1,125		1,094			3,207		3,540
Short-term borrowings		86		36			245		101
Total interest expense		2,509		2,520			7,329		7,808
Net interest and dividend income		7,834		7,828			23,190		23,134
PROVISION (CREDIT) FOR LOAN LOSSES		750		(71	)		1,300		(376	)
Net interest and dividend income after provision for loan losses		7,084		7,899			21,890		23,510

NONINTEREST INCOME (LOSS):
Service charges and fees		655		615			1,958		1,779
Income from bank-owned life insurance		384		388			1,150		1,161
Gain on bank-owned life insurance death benefit		—		—			—		563
Loss on prepayment of borrowings		—		(540	)		—		(3,370	)
Gain on sales of securities, net		226		546			276		2,796
Total noninterest income		1,265		1,009			3,384		2,929
NONINTEREST EXPENSE:
Salaries and employees benefits		3,623		4,059			11,066		11,684
Occupancy		743		733			2,255		2,167
Computer operations		600		602			1,725		1,754
Professional fees		495		499			1,489		1,536
FDIC insurance assessment		166		169			508		493
Other		721		789			2,370		2,520
Total noninterest expense		6,348		6,851			19,413		20,154
INCOME BEFORE INCOME TAXES		2,001		2,057			5,861		6,285
INCOME TAX PROVISION		491		476			1,360		1,339
NET INCOME	$	1,510	$	1,581		$	4,501	$	4,946

EARNINGS PER COMMON SHARE:
Basic earnings per share	$	0.08	$	0.08		$	0.25	$	0.24
Weighted average shares outstanding		17,910,223		19,583,632			18,340,642		20,315,076
Diluted earnings per share	$	0.08	$	0.08		$	0.25	$	0.24
Weighted average diluted shares outstanding		17,910,223		19,583,632			18,340,642		20,315,094

See accompanying notes to unaudited consolidated financial statements.

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) – UNAUDITED

(Dollars in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

Net income	$	1,510		$	1,581		$	4,501		$	4,946

Other comprehensive loss:
Unrealized (loss) gains on securities:
Unrealized holding (loss) gains on available for sale securities		(1,211	)		(1,462	)		1,770			(19,041	)
Reclassification adjustment for gains realized in income		(226	)		(546	)		(276	)		(2,796	)
Amortization of net unrealized loss on held-to-maturity securities ⁽¹⁾		(20	)		(108	)		(19	)		(231	)
Net unrealized (loss) gains		(1,457	)		(2,116	)		1,475			(22,068	)
Tax effect		500			724			(510	)		7,588
Net-of-tax amount		(957	)		(1,392	)		965			(14,480	)

Derivative instruments:
Change in fair value of derivatives used for cash flow hedges		255			(79	)		(4,744	)		(79	)
Reclassification adjustment for loss realized in interest expense ⁽²⁾		48			—			142			—
Tax effect		(103	)		27			1,565			27
Net-of-tax amount		200			(52	)		(3,037	)		(52	)

Defined benefit pension plans:
Reclassification adjustment ⁽³⁾:
Actuarial (gain) loss		(4	)		17			(4	)		46
Transition asset					(3	)		(10	)		(9	)
Net adjustments pertaining to defined benefit plans		(4	)		14			(14	)		37
Tax effect		2			(5	)		5			(12	)
Net-of-tax amount		(2	)		9			(9	)		25

Other comprehensive loss		(759	)		(1,435	)		(2,081	)		(14,507	)

Comprehensive income (loss)	$	751		$	146		$	2,420		$	(9,561	)

⁽¹⁾Amortization of net unrealized loss on held-to-maturity securities is recognized as a component of interest income on debt securities, taxable.

⁽²⁾Loss realized in interest expense on derivative instruments is recognized as a component of interest expense on long-term debt.

⁽³⁾Amounts represent the reclassification of defined benefit plans amortization and have been recognized as a component of salaries and benefit expense.

See accompanying notes to unaudited consolidated financial statements.

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY - UNAUDITED

NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(Dollars in thousands, except share data)

	Common Stock
	Shares			Par Value			Additional Paid-in Capital			Unearned Compensation - ESOP			Unearned Compensation - Equity Incentive Plan			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total

BALANCE, DECEMBER 31, 2012		22,843,722		$	228		$	144,718		$	(8,553	)	$	(265	)	$	42,364		$	10,695		$	189,187
Comprehensive income (loss)		—			—			—			—			—			4,946			(14,507	)		(9,561	)
Common stock held by ESOP committed to be released (81,803 shares)		—			—			43			412			—			—			—			455
Share-based compensation - stock options		—			—			128			—			—			—			—			128
Share-based compensation - equity incentive plan		—			—			—			—			96			—			—			96
Excess tax benefit from equity incentive plan		—			—			3			—			—			—			—			3
Common stock repurchased		(2,107,576	)		(21	)		(15,965	)		—			—			—			—			(15,986	)
Issuance of common stock in connection with equity incentive plan		—			—			53			—			(53	)		—			—			—
Tender offer to purchase outstanding options		—			—			(2,717	)		—			—			—			—			(2,717	)
Cash dividends declared ($0.23 per share)		—			—			—			—			—			(4,706	)		—			(4,706	)
BALANCE AT SEPTEMBER 30, 2013		20,736,146		$	207		$	126,263		$	(8,141	)	$	(222	)	$	42,604		$	(3,812	)	$	156,899

BALANCE, DECEMBER 31, 2013		20,140,669		$	201		$	121,860		$	(8,003	)	$	(187	)	$	43,248		$	(2,975	)	$	154,144
Comprehensive income (loss)		—			—			—			—			—			4,501			(2,081	)		2,420
Common stock held by ESOP committed to be released (79,345 shares)		—			—			35			400			—			—			—			435
Share-based compensation - equity incentive plan		—			—			—			—			74			—			—			74
Excess tax benefit from equity incentive plan		—			—			1			—			—			—			—			1
Common stock repurchased		(1,317,945	)		(13	)		(9,574	)		—			—			—			—			(9,587	)
Return of dividends issued in connection with equity incentive plan		—			—			—			—			—			121			—			121
Cash dividends declared ($0.18 per share)		—			—			—			—			—			(3,302	)		—			(3,302	)
BALANCE AT SEPTEMBER 30, 2014		18,822,724		$	188		$	112,322		$	(7,603	)	$	(113	)	$	44,568		$	(5,056	)	$	144,306

See accompanying notes to unaudited consolidated financial statements

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(Dollars in thousands)

	Nine Months Ended September 30,
	2014			2013
OPERATING ACTIVITIES:
Net income	$	4,501		$	4,946
Adjustments to reconcile net income to net cash provided by operating activities:
Provision (credit) for loan losses		1,300			(376	)
Depreciation and amortization of premises and equipment		865			820
Net amortization of premiums and discounts on securities and mortgage loans		3,167			3,228
Net amortization of premiums on modified debt		471			469
Share-based compensation expense		74			224
ESOP expense		435			455
Excess tax benefits from equity incentive plan		(1	)		(3	)
Excess tax expense in connection with tender offer completion		—			566
Net gains on sales of securities		(276	)		(2,796	)
Loss on sale of other real estate owned		—			6
Deferred income tax benefit		—			(35	)
Income from bank-owned life insurance		(1,150	)		(1,161	)
Gain on bank-owned life insurance death benefit		—			(563	)
Changes in assets and liabilities:
Accrued interest receivable		9			438
Other assets		(278	)		135
Other liabilities		469			1,399
Net cash provided by operating activities		9,586			7,752
INVESTING ACTIVITIES:
Securities, held to maturity:
Purchases		—			(2,636	)
Proceeds from calls, maturities, and principal collections		9,485			1,898
Securities, available for sale:
Purchases		(50,136	)		(163,580	)
Proceeds from sales		63,584			168,968
Proceeds from calls, maturities, and principal collections		17,770			52,460
Purchase of residential mortgages		(38,354	)		(34,564	)
Loan (originations) principal payments, net		(44,278	)		9,173
Redemption (purchase) of Federal Home Loan Bank of Boston stock		911			(1,393	)
Proceeds from redemption of other restricted stock		—			31
Proceeds from sale of other real estate owned		—			958
Purchases of premises and equipment		(1,109	)		(960	)
Proceeds from sale of premises and equipment		40			—
Disbursement of bank-owned life insurance gain		—			(282	)
Proceeds from bank-owned life insurance		—			1,437
Net cash (used in) provided by investing activities		(42,087	)		31,510
FINANCING ACTIVITIES:
Net increase in deposits		11,673			40,097
Net change in short-term borrowings		30,488			(8,150	)
Repayment of long-term debt		(7,150	)		(63,250	)
Proceeds from long-term debt		5,106			32,104
Return of dividends issued in connection with equity incentive plan		121
Tender offer to purchase outstanding options		—			(2,151	)
Excess tax expense in connection with tender offer completion		—			(566	)
Cash dividends paid		(3,302	)		(4,706	)
Common stock repurchased		(9,749	)		(15,986	)
Excess tax shortfalls benefits in connection with equity incentive plan		1			3
Net cash provided by (used in) financing activities		27,188			(22,605	)

NET CHANGE IN CASH AND CASH EQUIVALENTS:		(5,313	)		16,657
Beginning of period		19,742			11,761
End of period	$	14,429		$	28,418

Supplemental cashflow information:
Securities reclassified from available-for-sale to held-to-maturity	$	—		$	299,203
Securities reclassified to loan portfolio		606			—
Interest paid		7,332			7,946
Taxes paid		1,831			743
Net cash due to broker for common stock repurchased		137			—

See accompanying notes to unaudited consolidated financial statements.

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2014

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations – Westfield Financial, Inc. (“Westfield Financial,” “we” or “us”) is a Massachusetts-chartered stock holding company and the parent company of Westfield Bank (the “Bank”), a federally chartered stock savings bank (the “Bank”).

The Bank’s deposits are insured to the limits specified by the Federal Deposit Insurance Corporation (“FDIC”). The Bank operates 11 branches in western Massachusetts and 1 branch in Granby, Connecticut. The Bank’s primary source of revenue is income from securities and 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 securities. WB Real Estate Holdings, LLC, a Massachusetts-chartered limited liability company was formed for the primary purpose of holding real property acquired as security for debts previously contracted by the Bank.

Principles of Consolidation – The unaudited consolidated financial statements include the accounts of Westfield Financial, the Bank, Elm Street Securities Corporation, WB Real Estate Holdings, LLC and WFD Securities Corporation. All material intercompany balances and transactions have been eliminated in consolidation.

Estimates – The preparation of unaudited 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, the disclosure of contingent assets and liabilities and the reported amounts of income and expenses for both at the date of the unaudited consolidated financial statements. 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, other-than-temporary impairment of securities, and the valuation of deferred tax assets.

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 our financial condition as of September 30, 2014, and the results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results of operations for the year ending December 31, 2014. 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 financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2013, included in our Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Annual Report”).

Reclassifications - Amounts in the prior period financial statements are reclassified when necessary to conform to the current year presentation.

2. EARNINGS PER SHARE

Basic earnings per share represent income available to shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential shares had been issued, as well as any adjustment to income that would result from the assumed issuance. No dilutive potential shares were outstanding during the periods presented. Share-based compensation awards that qualify as participating securities (entitled to receive non-forfeitable dividends) are included in basic earnings per share.

Earnings per common share for the three and nine months ended September 30, 2014 and 2013 have been computed based on the following:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
	(In thousands, except per share data)

Net income applicable to common stock	$	1,510		$	1,581		$	4,501		$	4,946

Average number of common shares issued		18,990			20,744			19,441			21,501
Less: Average unallocated ESOP Shares		(1,080	)		(1,161	)		(1,100	)		(1,181	)
Less: Average ungranted equity incentive plan shares		—			—			—			(5	)

Average number of common shares outstanding used
to calculate basic and diluted earnings per common share		17,910			19,583			18,341			20,315

Basic and diluted earnings per share	$	0.08		$	0.08		$	0.25		$	0.24

Antidilutive shares ⁽¹⁾		—			—			—			1,110

__________

⁽¹⁾

Options outstanding but not included in the computation of earnings per share because they were anti-dilutive, meaning the exercise price of such options exceeded the market value of the Company’s common stock. At September 30, 2014, there were no stock options outstanding.

3. COMPREHENSIVE INCOME/LOSS

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

The components of accumulated other comprehensive loss included in shareholders’ equity are as follows:

	September 30, 2014			December 31, 2013
	(In thousands)

Net unrealized loss on securities available for sale	$	(916	)	$	(2,410	)
Tax effect		321			837
Net-of-tax amount		(595	)		(1,573	)

Net unrealized loss on securities transferred from available-for-sale to held-to-maturity ⁽¹⁾		(1,751	)		(1,732	)
Tax effect		605			599
Net-of-tax amount		(1,146	)		(1,133	)

Fair value of derivatives used for cash flow hedges		(2,847	)		1,755
Tax effect		968			(597	)
Net-of-tax amount		(1,879	)		1,158

Unrecognized transition asset pertaining to defined benefit plan		—			10
Unrecognized loss pertaining to defined benefit plan		(2,176	)		(2,172	)
Net adjustments pertaining to defined benefit plans		(2,176	)		(2,162	)
Tax effect		740			735
Net-of-tax amount		(1,436	)		(1,427	)

Accumulated other comprehensive loss	$	(5,056	)	$	(2,975	)

__________

⁽¹⁾The net unrealized loss at the date of transfer before tax was $1.5 million for all securities transferred in 2013. The gains or losses on individual securities are amortized through comprehensive income over the remaining life of the security.

The following table presents changes in accumulated other comprehensive income (loss) for the periods ended September 30, 2014 and 2013 by component:

	Securities			Derivatives			Defined Benefit Plans			Accumulated Other Comprehensive Income (Loss)
	(In thousands)
Balance at December 31, 2012	$	13,253		$	—		$	(2,558	)	$	10,695
Current-period other comprehensive income (loss)		(14,480	)		(52	)		25			(14,507	)
Balance at September 30, 2013	$	(1,227	)	$	(52	)	$	(2,533	)	$	(3,812	)

Balance at December 31, 2013	$	(2,706	)	$	1,158		$	(1,427	)	$	(2,975	)
Current-period other comprehensive income (loss)		965			(3,037	)		(9	)		(2,081	)
Balance at September 30, 2014	$	(1,741	)	$	(1,879	)	$	(1,436	)	$	(5,056	)

4.SECURITIES

Securities available for sale and held to maturity are summarized as follows:

	September 30, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Available for sale securities:
Government-sponsored mortgage-backed securities	$	142,503	$	177	$	(2,011	)	$	140,669
U.S. government guaranteed mortgage-backed securities		1,712		—		(23	)		1,689
Corporate bonds		25,809		567		(39	)		26,337
State and municipal bonds		16,482		665		—			17,147
Government-sponsored enterprise obligations		19,303		38		(193	)		19,148
Mutual funds		6,258		7		(167	)		6,098
Common and preferred stock		1,309		63		—			1,372

Total available for sale securities		213,376		1,517		(2,433	)		212,460

Held to maturity securities:
Government-sponsored mortgage-backed securities	$	167,160	$	1,022	$	(2,718	)	$	165,464
U.S. government guaranteed mortgage-backed securities		38,850		24		(812	)		38,062
Corporate bonds		26,914		113		(372	)		26,655
State and municipal bonds		7,301		59		(114	)		7,246
Government-sponsored enterprise obligations		43,459		99		(1,486	)		42,072

Total held to maturity securities		283,684		1,317		(5,502	)		279,499

Total	$	497,060	$	2,834	$	(7,935	)	$	491,959

	December 31, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Available for sale securities:
Government-sponsored mortgage-backed securities	$	135,981	$	419	$	(4,028	)	$	132,372
U.S. government guaranteed mortgage-backed securities		46,225		240		(137	)		46,328
Corporate bonds		26,716		766		(93	)		27,389
State and municipal bonds		18,240		659		(2	)		18,897
Government-sponsored enterprise obligations		10,992		18		(310	)		10,700
Mutual funds		6,150		8		(239	)		5,919
Common and preferred stock		1,310		289		—			1,599

Total available for sale securities		245,614		2,399		(4,809	)		243,204

Held to maturity securities:
Government-sponsored mortgage-backed securities		176,986		—		(6,819	)		170,167
U.S. government guaranteed mortgage-backed securities		39,705		—		(1,391	)		38,314
Corporate bonds		27,566		30		(567	)		27,029
State and municipal bonds		7,351		5		(345	)		7,011
Government-sponsored enterprise obligations		43,405		—		(3,371	)		40,034

Total held to maturity securities		295,013		35		(12,493	)		282,555

Total	$	540,627	$	2,434	$	(17,302	)	$	525,759

U.S. government-sponsored and guaranteed mortgage-backed securities are collateralized by both residential and multifamily loans.

Our repurchase agreements and advances from the Federal Home Loan Bank of Boston (“FHLBB”) are collateralized by government-sponsored enterprise obligations and certain mortgage-backed securities (see Note 7).

The amortized cost and fair value of securities available for sale and held to maturity at September 30, 2014, by maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers have the right to call or repay obligations.

	September 30, 2014
	Securities				Securities
	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Mortgage-backed securities:
Due after one year through five years	$	10,130	$	10,096	$	—	$	—
Due after five years through ten years		23,270		22,528		46,434		44,844
Due after ten years		110,815		109,734		159,576		158,682
Total	$	144,215	$	142,358	$	206,010	$	203,526

Debt securities:
Due in one year or less	$	2,743	$	2,774	$	—	$	—
Due after one year through five years		38,213		38,822		22,566		22,198
Due after five years through ten years		20,452		20,830		40,427		39,543
Due after ten years		186		206		14,681		14,232
Total	$	61,594	$	62,632	$	77,674	$	75,973

Gross realized gains and losses on sales of securities available for sale for the three and nine months ended September 30, 2014 and 2013 are as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014		2013			2014			2013
	(In thousands)

Gross gains realized	$	226	$	1,086		$	757		$	3,407
Gross losses realized		—		(540	)		(481	)		(611	)
Net gain realized	$	226	$	546		$	276		$	2,796

Proceeds from the sale of securities available for sale amounted to $63.6 million and $169.0 million for the nine months ended September 30, 2014 and 2013, respectively.

The tax provision applicable to net realized gains was $77,000 and $94,000 for the three and nine months ended September 30, 2014, respectively. The tax provision applicable to net realized gains was $185,000 and $956,000 for the three and nine months ended September 30, 2013, respectively.

Information pertaining to securities with gross unrealized losses at September 30, 2014, and December 31, 2013, aggregated by investment category and length of time that individual securities have been in a continuous loss position is as follows:

	September 30, 2014
	Less Than 12 Months				Over 12 Months
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
	(In thousands)

Available for sale:
Government-sponsored mortgage-backed securities	$	336	$	54,695	$	1,675	$	55,630
U.S. government guaranteed mortgage-backed securities		3		941		20		749
Corporate bonds		31		6,740		8		1,492
Government-sponsored enterprise obligations		17		8,955		176		7,323
Mutual funds		—		—		167		5,029

Total available for sale		387		71,331		2,046		70,223

Held to maturity:
Government-sponsored mortgage-backed securities		282		13,537		2,436		65,116
U.S. government guaranteed mortgage-backed securities		—		—		812		27,423
Corporate bonds		276		13,397		96		8,234
State and municipal bonds		—		—		114		4,559
Government-sponsored enterprise obligations		—		—		1,486		36,380

Total held to maturity		558		26,934		4,944		141,712

Total	$	945	$	98,265	$	6,990	$	211,935

	December 31, 2013
	Less Than 12 Months				Over 12 Months
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
	(In thousands)

Available for sale:
Government-sponsored mortgage-backed securities	$	3,717	$	118,846	$	311	$	2,761
U.S. government guaranteed mortgage-backed securities		137		15,045		—		—
Corporate bonds		93		4,659		—		—
State and municipal bonds		2		256		—		—
Government-sponsored enterprise obligations		310		7,189		—		—
Mutual funds		84		3,205		155		1,656

Total available for sale		4,343		149,200		466		4,417

Held to maturity:
Government-sponsored mortgage-backed securities		5,866		145,438		953		24,729
U.S. government guaranteed mortgage-backed securities		1,391		38,314		—		—
Corporate bonds		567		22,059		—		—
State and municipal bonds		345		5,852		—		—
Government-sponsored enterprise obligations		3,330		38,228		41		1,806

Total held to maturity		11,499		249,891		994		26,535

Total	$	15,842	$	399,091	$	1,460	$	30,952

	September 30, 2014
	Less Than 12 Months									Over 12 Months
	Number of Securities		Amortized Cost Basis		Gross Loss		Depreciation from Amortized Cost Basis (%)			Number of Securities		Amortized Cost Basis		Gross Loss		Depreciation from Amortized Cost Basis (%)
	(Dollars in thousands)

Government sponsored mortgage-backed securities		19	$	68,850	$	618		0.9	%		33	$	124,857	$	4,111		3.3	%
U.S. government guaranteed mortgage-backed securities		1		944		3		0.3			5		29,004		832		2.9
Government sponsored enterprise obligations		5		8,972		17		0.2			10		45,365		1,662		3.7
Corporate Bonds		10		20,444		307		1.5			3		9,830		104		1.1
State and municipal bonds		0		—		—		—			8		4,673		114		2.4
Mutual funds		0		—		—		—			2		5,196		167		3.2

These unrealized losses are the result of changes in interest rates and not credit quality. Because we do not intend to sell the securities and it is more likely than not that we will not be required to sell the investments before recovery of their amortized cost bases, no declines are deemed to be other-than-temporary.

5. LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans consisted of the following amounts:	September 30,			December 31,
	2014			2013
	(In thousands)
Commercial real estate	$	287,176		$	264,476
Residential real estate:
Residential		225,240			198,686
Home equity		39,182			35,371
Commercial and industrial		165,389			135,555
Consumer		1,546			2,572
Total Loans		718,533			636,660
Unearned premiums and deferred loan fees and costs, net		1,022			767
Allowance for loan losses		(7,695	)		(7,459	)
	$	711,860		$	629,968

During the nine months ended September 30, 2014 and 2013, we purchased residential real estate loans aggregating $38.4 million and $34.6 million, respectively. None were deemed credit impaired at the time of acquisition.

We have transferred a portion of our originated commercial real estate loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in our accompanying unaudited consolidated balance sheets. We share ratably with our participating lenders in any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. We continue to service the loans on behalf of the participating lenders and, as such, collect cash payments from the borrowers, remit payments (net of servicing fees) to participating lenders and disburse required escrow funds to relevant parties. At September 30, 2014 and December 31, 2013, we serviced loans for participants aggregating $26.0 million and $14.3 million, respectively.

Loans are recorded at the principal amount outstanding, adjusted for charge-offs, unearned premiums and deferred loan fees and costs. Interest on loans is calculated using the effective yield method on daily balances of the principal amount outstanding and is credited to income on the accrual basis to the extent it is deemed collectable. Our general policy is to discontinue the accrual of interest when principal or interest payments are delinquent 90 days or more based on the contractual terms of the loan, 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 the principal balance is not in question. Loans are returned to accrual status when they become current as to both principal and interest and perform in accordance with contractual terms for a period of at least six months, reducing the concern as to the collectability 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.

The allowance for loan losses is established through provisions for loan losses charged to expense. Loans are charged-off against the allowance when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of general, allocated, and unallocated components, as further described below.

General component

The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: residential real estate (includes one-to-four family and home equity), commercial real estate, commercial and industrial, and consumer. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: trends in delinquencies and nonperforming loans; trends in volume and terms of loans; effects of changes in risk selection and underwriting standards and other changes in lending policies, procedures and practices; and national and local economic trends and industry conditions. There were no changes in our policies or methodology pertaining to the general component of the allowance for loan losses during the periods presented for disclosure.

The qualitative factors are determined based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are as follows:

Residential real estate – We require private mortgage insurance for all loans originated with a loan-to-value ratio greater than 80% and we do not grant subprime loans. All loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment. Home equity loans are secured by first or second mortgages on one-to-four family owner occupied properties.

Commercial real estate – Loans in this segment are primarily income-producing investment properties and owner occupied commercial properties throughout New England. The underlying cash flows generated by the properties or operations can be adversely impacted by a downturn in the economy due to increased vacancy rates or diminished cash flows, which in turn, would have an effect on the credit quality in this segment. Management obtains financial information annually and continually monitors the cash flows of these loans.

Commercial and industrial loans – Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

Consumer loans – Loans in this segment are secured or unsecured and repayment is dependent on the credit quality of the individual borrower.

Allocated component

The allocated component relates to loans that are classified as impaired. Impaired loans are identified by analysis of loan performance, internal credit ratings and watch list loans that management believes are subject to a higher risk of loss. Impairment is measured on a loan by loan basis for commercial real estate and commercial and industrial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, we do not separately identify individual consumer and residential real estate loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring agreement.

A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. We determine the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Unallocated component

An unallocated component may be maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance, if any, reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general reserves in the portfolio.

An analysis of changes in the allowance for loan losses by segment for the periods ended September 30, 2014 and 2013 is as follows:

	Commercial Real Estate			Residential Real Estate			Commercial and Industrial			Consumer			Unallocated			Total
	(In thousands)
Three Months Ended
Balance at June 30, 2013	$	3,244		$	1,807		$	2,072		$	12		$	338		$	7,473
Provision (credit)		162			36			45			—			(314	)		(71	)
Charge-offs		—			(23	)		(79	)		(14	)		—			(116	)
Recoveries		—			1			9			15			—			25
Balance at September 30, 2013	$	3,406		$	1,821		$	2,047		$	13		$	24		$	7,311

Balance at June 30, 2014	$	3,898		$	1,848		$	2,258		$	14		$	(1	)	$	8,017
Provision (credit)		246			(25	)		543			8			(22	)		750
Charge-offs		(350	)		—			(713	)		(13	)		—			(1,076	)
Recoveries		—			—			—			4			—			4
Balance at September 30, 2014	$	3,794		$	1,823		$	2,088		$	13		$	(23	)	$	7,695

Nine Months Ended
Balance at December 31, 2012	$	3,406		$	1,746		$	2,167		$	13		$	462		$	7,794
Provision (credit)		(134	)		154			33			9			(438	)		(376	)
Charge-offs		(20	)		(80	)		(208	)		(28	)		—			(336	)
Recoveries		154			1			55			19			—			229
Balance at September 30, 2013	$	3,406		$	1,821		$	2,047		$	13		$	24		$	7,311

Balance at December 31, 2013	$	3,549		$	1,707		$	2,192		$	13		$	(2	)	$	7,459
Provision (credit)		595			130			573			23			(21	)		1,300
Charge-offs		(350	)		(15	)		(787	)		(36	)		—			(1,188	)
Recoveries		—			1			110			13			—			124
Balance at September 30, 2014	$	3,794		$	1,823		$	2,088		$	13		$	(23	)	$	7,695

Further information pertaining to the allowance for loan losses by segment at September 30, 2014 and December 31, 2013 follows:

	Commercial Real Estate		Residential Real Estate		Commercial and Industrial		Consumer		Unallocated			Total
	(In thousands)
September 30, 2014

Amount of allowance for loans individually evaluated and deemed impaired	$	—	$	—	$	—	$	—	$	—		$	—
Amount of allowance for loans collectively or individually evaluated for impairment and not deemed impaired		3,794		1,823		2,088		13		(23	)		7,695
Total allowance for loan losses	$	3,794	$	1,823	$	2,088	$	13	$	(23	)	$	7,695

Loans individually evaluated and deemed impaired	$	3,959	$	206	$	4,201	$	—	$	—		$	8,366
Loans collectively or individually evaluated and not deemed impaired		283,217		264,216		161,188		1,546		—			710,167
Total loans	$	287,176	$	264,422	$	165,389	$	1,546	$	—		$	718,533

December 31, 2013

Amount of allowance for loans individually evaluated and deemed impaired	$	82	$	—	$	15	$	—	$	—		$	97
Amount of allowance for loans collectively or individually evaluated for impairment and not deemed impaired		3,467		1,707		2,177		13		(2	)		7,362
Total allowance for loan losses	$	3,549	$	1,707	$	2,192	$	13	$	(2	)	$	7,459

Loans individually evaluated and deemed impaired	$	14,962	$	234	$	1,352	$	—	$	—		$	16,548
Loans collectively or individually evaluated and not deemed impaired		249,514		233,823		134,203		2,572		—			620,112
Total loans	$	264,476	$	234,057	$	135,555	$	2,572	$	—		$	636,660

The following is a summary of past due and non-accrual loans by class at September 30, 2014 and December 31, 2013:

	30 – 59 Days Past Due		60 – 89 Days Past Due		90 Days or More Past Due		Total Past Due		Past Due 90 Days or More and Still Accruing		Loans on Non-Accrual
	(In thousands)
September 30, 2014
Commercial real estate	$	2,291	$	460	$	540	$	3,291	$	—	$	3,152
Residential real estate:
Residential		411		493		799		1,703		—		1,416
Home equity		159		45		1		205		—		1
Commercial and industrial		232		120		289		641		—		4,291
Consumer		37		6		4		47		—		7
Total	$	3,130	$	1,125	$	1,633	$	5,887	$	—	$	8,867

December 31, 2013
Commercial real estate	$	430	$	146	$	793	$	1,369	$	—	$	1,449
Residential real estate:
Residential		1,004		325		311		1,640		—		712
Home equity		217		—		2		219		—		38
Commercial and industrial		516		780		140		1,436		—		386
Consumer		25		16		1		42		—		1
Total	$	2,192	$	1,267	$	1,247	$	4,706	$	—	$	2,586

The following is a summary of impaired loans by class at September 30, 2014 and December 31, 2013:

							Three Months Ended				Nine Months Ended
	At September 30, 2014						September 30, 2014				September 30, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(In thousands)
Impaired loans without a valuation allowance:
Commercial real estate	$	3,959	$	4,470	$	—	$	2,681	$	—	$	1,846		—
Residential real estate		206		303		—		207		—		214		—
Commercial and industrial		4,201		4,849		—		2,475		—		1,270		—
Total		8,366		9,622		—		5,363		—		3,330		—

Impaired loans with a valuation allowance:
Commercial real estate		—		—		—		6,672		142		11,176		428
Commercial and industrial		—		—		—		477		11		800		31
Total		—		—		—		7,149		153		11,976		459

Total impaired loans	$	8,366	$	9,622	$	—	$	12,512	$	153	$	15,306	$	459

							Three Months Ended				Nine Months Ended
	At December 31, 2013						September 30, 2013				September 30, 2013
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(In thousands)
Impaired loans without a valuation allowance:
Commercial real estate	$	1,449	$	1,756	$	—	$	1,489	$	—	$	1,515	$	—
Residential real estate		234		306		—		239		—		252		—
Commercial and industrial		385		487		—		415		—		407		—
Total		2,068		2,549		—		2,143		—		2,174		—

Impaired loans with a valuation allowance:
Commercial real estate		13,513		13,513		82		13,637		145		13,719		438
Commercial and industrial		967		967		15		976		10		982		31
Total		14,480		14,480		97		14,613		155		14,701		469

Total impaired loans	$	16,548	$	17,029	$	97	$	16,756	$	155	$	16,875	$	469

All interest income recognized for impaired loans was recognized on the accrual basis during the three and nine months ended September 30, 2014 and 2013.

We may periodically agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring (“TDR”). These concessions could include a reduction in the interest rate on the loan, payment extensions, postponement or forgiveness of principal, forbearance or other actions intended to maximize collection. All TDRs are initially classified as impaired.

When we modify loans in a TDR, we evaluate any possible impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, or use the current fair value of the collateral, less selling costs for collateral dependent loans. If we determine that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. In periods subsequent to modification, we evaluate all TDRs, including those that have payment defaults, for possible impairment and recognize impairment through the allowance.

Nonperforming TDRs are shown as nonperforming assets and are included in the table below. Prior to modifications, the four loans listed below had been paying interest only. Upon stabilization of the credits, the related loans were modified and placed on an amortization schedule with higher interest rates. During the three months ended September 30, 2014, one loan relationship with a balance of $14.3 million previously restructured in March 2012 was removed from TDR status upon maturity of the existing loans. The new loans were granted under market conditions and are performing according to the terms of the loan agreements.

	Three Months Ended						Nine Months Ended
	September 30, 2014						September 30, 2014
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(Dollars in thousands)						(Dollars in thousands)
Troubled Debt Restructurings
Commercial Real Estate		1	$	234	$	234		1	$	234	$	234
Commercial and Industrial		3		206		206		3		206		206
Total		4	$	440	$	440		4	$	440	$	440

A default occurs when a loan is 30 days or more past due and is within 12 months of restructuring. No TDRs defaulted during the three and nine months ended September 30, 2014 and 2013.

As of September 30, 2014, we have not committed to lend any additional funds for loans that are classified as TDRs. There were no charge-offs on TDRs during the three and nine months ended September 30, 2014. There were $38,000 and $74,000 in charge-offs on TDRs during the three and nine months ended September 30, 2013.

Credit Quality Information

We utilize an eight-grade internal loan rating system for commercial real estate and commercial and industrial loans. Performing residential real estate, home equity and consumer loans are grouped with “Pass” rated loans. Nonperforming residential real estate, home equity and consumer loans are monitored individually for impairment and risk rated as “Substandard.”

Loans rated 1 – 3 are considered “Pass” rated loans with low to average risk.

Loans rated 4 are considered “Pass Watch,” which represent loans to borrowers with declining earnings, losses, or strained cash flow.

Loans rated 5 are considered “Special Mention.” These loans exhibit potential credit weaknesses or downward trends and are being closely monitored by us.

Loans rated 6 are considered “Substandard.” Generally, a loan is considered substandard if the borrower exhibits a well-defined weakness that may be inadequately protected by the current net worth and cash flow capacity to pay the current debt.

Loans rated 7 are considered “Doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable and that a partial loss of principal is likely.

Loans rated 8 are considered uncollectible and of such little value that their continuance as loans is not warranted.

On an annual basis, or more often if needed, we formally review the ratings on all commercial real estate and commercial and industrial loans. Construction loans are reported within commercial real estate loans and total $27.7 million and $23.4 million at September 30, 2014 and December 31, 2013, respectively. We engage an independent third party to review a significant portion of loans within these segments on a semi-annual basis. We use the results of these reviews as part of our annual review process.

The following table presents our loans by risk rating at September 30, 2014 and December 31, 2013:

	Commercial Real Estate		Residential 1-4 Family		Home Equity		Commercial and Industrial		Consumer		Total
	(In thousands)
September 30, 2014
Loans rated 1 – 3	$	241,789	$	223,824	$	39,157	$	145,948	$	1,539	$	652,257
Loans rated 4		36,905		—		—		9,618		—		46,523
Loans rated 5		1,543		—		24		516		—		2,083
Loans rated 6		6,939		1,416		1		9,252		7		17,615
Loans rated 7		—		—		—		55		—		55
	$	287,176	$	225,240	$	39,182	$	165,389	$	1,546	$	718,533

December 31, 2013
Loans rated 1 – 3	$	213,985	$	197,974	$	35,333	$	108,671	$	2,571	$	558,534
Loans rated 4		41,459		—		—		15,722		—		57,181
Loans rated 5		1,972		—		—		3,509		—		5,481
Loans rated 6		7,060		712		38		7,653		1		15,464
	$	264,476	$	198,686	$	35,371	$	135,555	$	2,572	$	636,660

6. SHARE-BASED COMPENSATION

Under our 2007 Recognition and Retention Plan and our 2007 Stock Option Plan, we may grant up to 624,041 stock awards and 1,560,101 stock options, respectively, to our directors, officers, and employees.

During the third quarter of 2013, we completed a tender offer to purchase for cancellation 1,665,415 outstanding options to purchase common stock. The recipients of each eligible option tendered received a cash payment equal to the current fair valuation of the option as measured under the binomial model. The total cash paid to purchase the options was $2.1 million, which resulted in a decrease to cash and shareholders’ equity. A deferred tax asset of $566,000 was charged to shareholders’ equity as a result of the tender offer. As of December 31, 2013, 57,232 stock options that had been available for future grants were returned to the 2007 Stock Option Plan reserve and the 2002 and 2007 Stock Option Plans were frozen.

Stock awards are recorded as unearned compensation based on the market price at the date of grant. Unearned compensation is amortized over the vesting period. No stock awards were granted during the three and nine months ended September 30, 2014. At September 30, 2014, no stock awards were available for future grants.

No stock options were granted during the three and nine months ended September 30, 2014.

Our stock award and stock option plans activity for the nine months ended September 30, 2014 and 2013 is summarized below:

	Unvested Stock Awards Outstanding				Stock Options Outstanding
	Shares		Weighted Average Grant Date Fair Value		Shares			Weighted Average Exercise Price

Outstanding at December 31, 2013		25,720	$	7.93		—			—
No activity		—		—		—			—
Outstanding at September 30, 2014		25,720	$	7.93		—			—

Outstanding at December 31, 2012		33,800	$	8.23		1,669,431		$	10.02
Shared granted		7,440		7.08		—			—
Tender offer to purchase outstanding options		—		—		(1,665,415	)		—
Cancelled		—		—		(4,016	)		—
Outstanding at September 30, 2013		41,240	$	8.02		—		$	—

We recorded compensation cost related to the stock options of $101,000 with a related tax benefit of $27,000 for the three months ended September 30, 2013. We recorded compensation cost related to the stock options of $128,000 with a related tax benefit of $34,000 for the nine months ended September 30, 2013.

We recorded compensation cost related to the stock awards of $25,000 and $41,000 for the three months ended September 30, 2014 and 2013, respectively. We recorded compensation cost related to the stock awards of $74,000 and $96,000 with related tax benefits of $1,000 and 3,000 for the nine months ended September 30, 2014 and 2013, respectively.

In May 2014, our shareholders approved a new stock based compensation plan under which up to 516,000 shares of our common stock have been reserved for future grants of stock awards, including stock options and restricted stock, which may be granted to any officer, key employee or non-employee director of Westfield Financial. At September 30, 2014, no awards had been granted under this plan.

7. SHORT-TERM BORROWINGS AND LONG-TERM DEBT

We utilize short-term borrowings and long-term debt as an additional source of funds to finance our lending and investing activities and to provide liquidity for daily operations.

Short-term borrowings are made up of FHLBB 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 FHLBB were $43.0 million at September 30, 2014 and $20.0 million at December 31, 2013. We had a line of credit with the FHLBB of $312,000 at September 30, 2014 while there were no outstanding lines at December 31, 2013. Customer repurchase agreements were $35.4 million at September 30, 2014 and $28.2 million at December 31, 2013. A customer repurchase agreement is an agreement by us to sell to and repurchase from the customer an interest in specific securities issued by or guaranteed by the U.S. 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 our customer repurchase agreements at September 30, 2014 and December 31, 2013, were held by commercial customers. In addition, we have lines of credit of $4.0 million and $50.0 million with Bankers Bank Northeast (“BBN”) and PNC Bank, respectively. The interest rates on these lines are determined and reset on a daily basis by each respective bank. There were no advances outstanding under these lines of credit at September 30, 2014 or December 31, 2013. As part of our contract with BBN, we are required to maintain a reserve balance of $300,000 with BBN for our use of this line of credit.

Long-term debt consists of FHLBB advances, securities sold under repurchase agreements and customer repurchase agreements with an original maturity of one year or more. At September 30, 2014, we had $231.1 million in long-term debt with the FHLBB and $10.0 million in securities sold under repurchase agreements with an approved broker-dealer. This compares to $232.7 million in long-term debt with FHLBB advances and $10.0 million in securities sold under repurchase agreements with an approved broker-dealer at December 31, 2013. The securities sold under agreement to repurchase are callable quarterly at the issuer’s option. Customer repurchase agreements were $5.7 million and $5.6 million at September 30, 2014 and December 31, 2013, respectively. All FHLBB advances are collateralized by a blanket lien on our owner occupied residential real estate loans and certain mortgage-backed securities.

For the nine months ended September 30, 2014, we did not prepay any repurchase agreements. Likewise, there were no prepayments of repurchase agreements as of December 31, 2013.

8. PENSION BENEFITS

The following table provides information regarding net pension benefit costs for the periods shown:

	Three Months Ended						Nine Months Ended,
	September 30,						September 30,
	2014			2013			2014			2013
	(In thousands)
Service cost	$	250		$	272		$	750		$	817
Interest cost		207			178			624			533
Expected return on assets		(239	)		(232	)		(719	)		(696	)
Transition obligation		—			(3	)		(10	)		(8	)
Actuarial (gain) loss		(4	)		17			(4	)		76
Net periodic pension cost	$	214		$	232		$	641		$	722

We maintain a pension plan for our eligible employees. We plan to contribute to the pension plan the amount required to meet the minimum funding standards under Section 412 of the Internal Revenue Code of 1986, as amended. Additional contributions will be made as deemed appropriate by management in conjunction with the pension plan’s actuaries. We have not yet determined how much we expect to contribute to our pension plan in 2014. No contributions have been made to the plan for the nine months ended September 30, 2014. The pension plan assets are invested in group annuity contracts with the Principal Financial Group, who also acts as our 401(k) plan provider.

9. DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our assets and liabilities and the use of derivative financial instruments. Specifically, we entered into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to certain variable rate loan assets and variable rate borrowings.

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value of our derivative financial instruments designated as hedging instruments as well as our classification on the balance sheet as of September 30, 2014 and December 31, 2013.

September 30, 2014	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In thousands)

Interest rate swaps	Other Assets	$	78	Other Liabilities	$	2,925
Total derivatives designated as hedging instruments		$	78		$	2,925

December 31, 2013	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In thousands)

Interest rate swaps	Other Assets	$	1,755	N/A	$	—
Total derivatives designated as hedging instruments		$	1,755		$	—

Cash Flow Hedges of Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest income and expense and to manage our exposure to interest rate movements. To accomplish this objective, we entered into interest rate swaps in September 2013 as part of our interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for our making fixed payments.

The following table presents information about our cash flow hedges at September 30, 2014 and December 31, 2013:

September 30, 2014	Notional		Weighted Average		Weighted Average Rate						Estimated Fair
	Amount		Maturity		Receive			Pay			Value
	(In thousands)		(In years)								(In thousands)
Interest rate swaps on FHLBB borrowings	$	20,000		3.0		0.24	%		1.17	%	$	78
Forward starting interest rate swaps on FHLBB borrowings		135,000		6.5		—			2.93	%		(2,925	)
Total cash flow hedges	$	155,000		6.0							$	(2,847	)

December 31, 2013	Notional		Weighted Average		Weighted Average Rate						Estimated Fair
	Amount		Maturity		Receive			Pay			Value
	(In thousands)		(In years)								(In thousands)
Interest rate swaps on FHLBB borrowings	$	20,000		3.8		0.24	%		1.17	%	$	40
Forward starting interest rate swaps on FHLBB borrowings		135,000		7.2		—			2.93	%		1,715
Total cash flow hedges	$	155,000		6.8							$	1,755

The five forward-starting interest rate swaps will become effective in 2014, 2015, and 2016 with notional amounts of $20.0 million, $47.5 million and $67.5 million, respectively.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. We assess the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. We have not recognized any hedge ineffectiveness in earnings on any of the interest rate swaps since inception.

We are hedging our exposure to the variability in future cash flows for forecasted transactions over a maximum period of six years (excluding forecasted transactions related to the payment of variable interest on existing financial instruments).

Amounts reported in accumulated other comprehensive loss related to these derivatives will be reclassified to interest expense as interest payments are made on our rate sensitive assets/liabilities. The amount reclassified from accumulated other comprehensive loss into interest expense for the effective portion of interest rate swaps was $48,000 and $142,000 during the three and nine months ended September 30, 2014, respectively. We had no gain or loss reclassified from accumulated other comprehensive loss into income during the three and nine months ended September 30, 2014. During the next 12 months, we estimate that $728,000 will be reclassified as an increase in interest expense.

The table below presents the pre-tax net gains (losses) of our cash flow hedges for the periods indicated.

	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014			2013
	(In thousands)
Interest rate swaps	$	255	$	79	$	(4,744	)	$	(79	)

Credit-risk-related Contingent Features

By using derivative financial instruments, we expose ourselves to credit risk. Credit risk is the risk of failure by the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative is negative, we owe the counterparty and, therefore, it does not possess credit risk. The credit risk in derivative instruments is mitigated by entering into transactions with highly-rated counterparties that we believe to be creditworthy and by limiting the amount of exposure to each counterparty.

We have agreements with our derivative counterparties that contain a provision where if we default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. We also have agreements with certain of our derivative counterparties that contain a provision where if we fail to maintain our status as well capitalized, then the counterparty could terminate the derivative positions and we would be required to settle our obligations under the agreements. Certain of our agreements with our derivative counterparties contain provisions where if a formal administrative action by a federal or state regulatory agency occurs that materially changes our creditworthiness in an adverse manner, we may be required to fully collateralize our obligations under the derivative instrument.

As of September 30, 2014, the termination value of derivatives in a net liability position related to these agreements, which includes accrued interest but excludes any adjustment for nonperformance risk, was $2.9 million. As of September 30, 2014, we have minimum collateral posting thresholds with certain of our derivative counterparties and have no collateral posted against our obligations under these agreements. If we had breached any of these provisions at September 30, 2014, we could have been required to settle our obligations under the agreements at the termination value.

10. FAIR VALUE OF ASSETS AND LIABILITIES

Determination of Fair Value

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for our various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Fair Value Hierarchy - We group our assets and liabilities that are measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.

Level 1 – Valuation is based on quoted prices in active markets for identical assets. Level 1 assets generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets.

Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Methods and assumptions for valuing our financial instruments are set forth below. Estimated fair values are calculated based on the value without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications or estimated transaction cost.

Cash and cash equivalents – The carrying amounts of cash and short-term instruments approximate fair values based on the short-term nature of the assets.

Securities – Fair value of securities are primarily measured using unadjusted information from an independent pricing service. The securities measured at fair value in Level 1 are based on quoted market prices in an active exchange market. These securities include marketable equity securities. All other securities are measured at fair value in Level 2 and are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data.

Federal Home Loan Bank and other restricted stock - These investments are carried at cost which is their estimated redemption value.

Loans receivable – For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans (e.g., commercial real estate and investment property mortgage loans, commercial and industrial loans and residential real estate loans) are estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for nonperforming loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Accrued interest – The carrying amounts of accrued interest approximate fair value.

Deposit liabilities – The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-term borrowings and long-term debt – The fair values of our debt instruments are estimated using discounted cash flow analyses based on the current incremental borrowing rates in the market for similar types of borrowing arrangements.

Interest rate swaps - The valuation of our interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. We have determined that the majority of the inputs used to value our interest rate derivatives fall within Level 2 of the fair value hierarchy.

Commitments to extend credit - Fair values for off-balance sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the term and credit risk. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. Such differences are not considered significant.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	September 30, 2014
	Level 1		Level 2		Level 3		Total
Assets:	(In thousands)

Securities available for sale:
Government-sponsored residential mortgage-backed securities	$	—	$	140,669	$	—	$	140,669
U.S. government guaranteed residential mortgage-backed securities		—		1,689		—		1,689
Corporate bonds		—		26,337		—		26,337
State and municipal bonds		—		17,147		—		17,147
Government-sponsored enterprise obligations		—		19,148		—		19,148
Mutual funds		6,098		—		—		6,098
Common and preferred stock		1,372		—		—		1,372
Total assets	$	7,470	$	204,990	$	—	$	212,460

Liabilities:
Interest rate swaps, net	$	—	$	2,847	$	—	$	2,847

	December 31, 2013
	Level 1		Level 2		Level 3		Total
Securities available for sale:	(In thousands)
Government-sponsored residential mortgage-backed securities	$	—	$	132,372	$	—	$	132,372
U.S. government guaranteed residential mortgage-backed securities		—		46,328		—		46,328
Corporate bonds		—		27,389		—		27,389
State and municipal bonds		—		18,897		—		18,897
Government-sponsored enterprise obligations		—		10,700		—		10,700
Mutual funds		5,919		—		—		5,919
Common and preferred stock		1,599		—		—		1,599
Total securities available for sale		7,518		235,686		—		243,204
Interest rate swaps		—		1,755		—		1,755
Total assets	$	7,518	$	237,441	$	—	$	244,959

Also, we may be required, from time to time, to measure certain other assets at fair value on a non-recurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related assets at September 30, 2014 and 2013. Total gains (losses) represent the change in carrying value as a result of fair value adjustments related to assets still held at September 30, 2014 and 2013.

	At						Three Months Ended			Nine Months Ended
	September 30, 2014						September 30, 2014			September 30, 2014
	Level 1		Level 2		Level 3		Total Losses			Total Losses
	(In thousands)						(In thousands)			(In thousands)
Impaired loans	$	—	$	—	$	4,783	$	(950	)	$	(965	)
Total assets	$	—	$	—	$	4,783	$	(950	)	$	(965	)

	At						Three Months Ended			Nine Months Ended
	September 30, 2013						September 30, 2013			September 30, 2013
	Level 1		Level 2		Level 3		Total Losses			Total Gains
	(In thousands)						(In thousands)			(In thousands)
Impaired loans	$	—	$	—	$	2,109	$	(38	)	$	31
Total assets	$	—	$	—	$	2,109	$	(38	)	$	31

The amount of impaired loans represents the carrying value and related write-down and valuation allowance of impaired loans for which adjustments are based on the estimated fair value of the underlying collateral. The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on real estate appraisals performed by independent licensed or certified appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management will discount appraisals as deemed necessary based on the date of the appraisal and new information deemed relevant to the valuation. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. The resulting losses were recognized in earnings through the provision for loan losses. Impaired loans with adjustments resulting from discounted cash flows or without a specific reserve are not included in this disclosure.

There were no transfers to or from Level 1 and 2 during the three and nine months ended September 30, 2014 and 2013. We did not measure any liabilities, other than those arising from interest rate swaps, at fair value on a recurring or non-recurring basis on the consolidated balance sheets.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time our entire holdings of a particular financial instrument. Where quoted market prices are not available, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment. Changes in assumptions could significantly affect the estimates. The estimated fair values of our financial instruments are as follows:

	September 30, 2014
	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents	$	14,429	$	14,429	$	—	$	—	$	14,429
Securities available for sale		212,460		7,470		204,990		—		212,460
Securities held to maturity		283,684		—		279,499		—		279,499
Federal Home Loan Bank of Boston and other restricted stock		14,720		—		—		14,720		14,720
Loans - net		711,860		—		—		715,235		715,235
Accrued interest receivable		4,192		—		—		4,192		4,192

Liabilities:
Deposits		828,785		—		—		829,282		829,292
Short-term borrowings		78,685		—		78,684		—		78,684
Long-term debt		246,804		—		250,442		—		250,442
Accrued interest payable		390		—		—		390		390
Interest rate swaps, net		2,847		—		2,847		—		2,847

	December 31, 2013
	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents	$	19,742	$	19,742	$	—	$	—	$	19,742
Securities available for sale		243,204		7,518		235,686		—		243,204
Securities held to maturity		295,013		—		282,555		—		282,555
Federal Home Loan Bank of Boston and other restricted stock		15,631		—		—		15,631		15,631
Loans - net		629,968		—		—		631,417		631,417
Accrued interest receivable		4,201		—		—		4,201		4,201
Derivative assets		1,755		—		1,755		—		1,755

Liabilities:
Deposits		817,112		—		—		819,109		819,109
Short-term borrowings		48,197		—		48,197		—		48,197
Long-term debt		248,377		—		251,678		—		251,678
Accrued interest payable		392		—		—		392		392

11. RECENT ACCOUNTING PRONOUNCEMENTS

In January 2014, FASB issued ASU 2014-04- Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): “Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure.” This ASU clarifies that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (i) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (ii) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar agreement. In addition, the amendments require disclosure of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure in accordance with local requirements of the applicable jurisdiction. An entity can elect to adopt the amendments using either a modified retrospective method or a prospective transition method. The amendments are effective for annual and interim periods beginning after December 15, 2014. We do not expect the application of this guidance to have a material impact on our consolidated financial statements.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

We strive to remain a leader in meeting the financial service needs of our local community, and to provide quality service to the individuals and businesses in the market areas that we have served since 1853. Historically, we have been a community-oriented provider of traditional banking products and services to business organizations and individuals, including products such as residential and commercial loans, consumer loans and a variety of deposit products. We meet the needs of our local community through a community-based and service-oriented approach to banking.

We have adopted a growth-oriented strategy that has focused on increasing commercial lending. Our strategy also calls for increasing deposit relationships and broadening our product lines and services. We believe that this business strategy is best for our long-term success and viability, and complements our existing commitment to high-quality customer service. In connection with our overall growth strategy, we seek to:

grow our commercial and industrial and commercial real estate loan portfolios by targeting businesses in our primary market area and in northern Connecticut as a means to increase the yield on and diversify our loan portfolio and build transactional deposit account relationships;

focus on expanding our retail banking franchise and increase the number of households served within our market area; and

supplement the commercial focus, grow the residential loan portfolio to diversify risk and deepen customer relationships. We will maintain our arrangement with a third-party mortgage company which assists in originating and servicing residential real estate loans. By doing this, we reduce the overhead costs associated with these loans.

You should read the following financial results for the three and nine months ended September 30, 2014 in the context of this strategy.

Net income was $1.5 million, or $0.08 per diluted share, for the three months ended September 30, 2014, compared to $1.6 million, or $0.08 per diluted share, for the same period in 2013. For the nine months ended September 30, 2014, net income was $4.5 million, or $0.25 per diluted share, compared to net income of $4.9 million, or $0.24 per diluted share, for the same period in 2013.

The provision (credit) for loan losses was $750,000 and $(71,000) for the three months ended September 30, 2014 and 2013, respectively, and $1.3 million and $(376,000) for the nine months ended September 30, 2014 and 2013, respectively. The changes in the loan portfolio for both the three and nine months ended September 30, 2014 reflect overall loan growth, a decrease in impaired loan balances due to the financial improvement of a single commercial real estate relationship with a balance of $14.3 million, which returned to the general allowance pool for reserve measurement, and a partial charge off of $950,000 related to one long-standing manufacturing loan relationship deemed impaired during the third quarter of 2014. The credit for loan losses in both 2013 periods was the result of continued improvement in the overall risk profile of the commercial loan portfolio as classified loans that previously carried higher allowances showed considerable improvement, resulting in a lower allowance requirement.

Net interest income was $7.8 million for the three months ended September 30, 2014 and 2013, respectively. The net interest margin, on a tax-equivalent basis, was 2.58% for the three months ended September 30, 2014, compared to 2.62% for the same period in 2013. For the nine months ended September 30, 2014 and 2013, net interest income was $23.2 million and $23.1 million, respectively. The net interest margin, on a tax-equivalent basis, was 2.61% and 2.59% for the nine months ended September 30, 2014 and 2013, respectively. The increase in net interest income for the nine months ended September 30, 2014 was due to a shift in average interest-earning assets out of securities and into loans, which tend to carry a higher average yield, as well as a decrease in the cost of average interest-bearing liabilities.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are prepared in accordance with U.S. GAAP and practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Actual results could differ from those estimates.

Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. There have been no material changes to our critical accounting policies during the three and nine months ended September 30, 2014. For additional information on our critical accounting policies, please refer to the information contained in Note 1 of the accompanying unaudited consolidated financial statements and Note 1 of the consolidated financial statements included in our 2013 Annual Report.

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2014 AND DECEMBER 31, 2013

Total assets were stable at $1.3 billion at September 30, 2014 and December 31, 2013. Securities decreased $42.9 million to $510.9 million at September 30, 2014 from $553.8 million at December 31, 2013 primarily due to sales of securities.

Total loans increased by $82.2 million to $719.6 million at September 30, 2014 from $637.4 million at December 31, 2013. Residential loans increased $30.3 million to $264.4 million at September 30, 2014 from $234.1 million at December 31, 2013. We purchased $24.3 million in residential loans from a New England-based bank as a means of supplementing our loan growth. In addition, through our long standing relationship with a third-party mortgage company, we purchased a total of $15.0 million in residential loans within and contiguous to our market area. While in prior quarters management has used residential loan growth to supplement the loan portfolio, the long-term strategy remains focused on commercial lending.

Commercial and industrial loans increased $29.8 million to $165.4 million at September 30, 2014 from $135.6 million at December 31, 2013. Commercial real estate loans increased $22.7 million to $287.2 million at September 30, 2014 from $264.5 at December 31, 2013. Non-owner occupied commercial real estate loans increased $24.8 million to $176.7 million at September 30, 2014 from $151.9 million at December 31, 2013, while owner occupied commercial real estate loans decreased $2.1 million to $110.4 million at September 30, 2014 from $112.5 million at December 31, 2013. The increase in loans was primarily due to organic growth within and contiguous to our market area.

All loans where the interest payment is 90 days or more in arrears as of the closing date of each month are placed on nonaccrual status. Nonperforming loans were $8.9 million at September 30, 2014 and $2.6 million at December 31, 2013. The increase in nonaccrual loans for the nine months ended September 30, 2014 was primarily due to a $6.8 million manufacturing loan relationship that went into nonaccrual and impaired status during the third quarter of 2014. If all nonaccrual loans had been performing in accordance with their terms, we would have earned additional interest income of $125,000 for both the nine months ended September 30, 2014 and 2013. At September 30, 2014 and December 31, 2013, there was no real estate in foreclosure. At September 30, 2014 and December 31, 2013, our nonperforming loans to total loans were 1.23% and 0.41%, respectively, while our nonperforming assets to total assets were 0.68% and 0.20%, respectively. A summary of our nonaccrual and past due loans by class are listed in Note 5 of the accompanying unaudited consolidated financial statements.

Total deposits increased $11.7 million to $828.8 million at September 30, 2014 from $817.1 million at December 31, 2013. The increase in deposits was due to a $25.9 million increase in money market accounts, which were $230.4 million and $204.5 million at September 30, 2014 and December 31, 2013, respectively. Time deposit accounts increased $3.9 million to $345.3 million at September 30, 2014 from $341.4 million at December 31, 2013. Checking accounts decreased $13.7 million to $176.3 million at September 30, 2014 from $190.0 million at December 31, 2013. Regular savings accounts decreased $4.5 million to $76.7 million at September 30, 2014. We modified the interest rate structure on consumer checking accounts, which resulted in some funds from consumer checking shifting to the relationship-based money market account.

Borrowings increased $29.0 million to $325.5 million at September 30, 2014 from $296.5 million at December 31, 2013. Short-term borrowings increased $30.5 million to $78.7 million at September 30, 2014 from $48.2 million at December 31, 2013. Long-term debt decreased $1.5 million to $246.8 million at September 30, 2014 from $248.3 million at December 31, 2013. The change in our short-term debt and long-term borrowings was to take advantage of short-term, low cost FHLBB funding. Our short-term borrowings and long-term debt are discussed in Note 7 of the accompanying unaudited consolidated financial statements.

We have entered into several forward-starting interest rate swap contracts with a combined notional value of $155.0 million. The swap contracts have start dates ranging from the fourth quarter of 2013 to the third quarter of 2016 and have durations ranging from four to six years. This hedge strategy converts the LIBOR based rate of interest on certain FHLB advances to fixed interest rates, thereby protecting us from floating interest rate variability. On a stand-alone basis, the interest rate swaps introduce potential future volatility in tangible book value and accumulated other comprehensive income (“AOCI”); however, the valuation of the swaps is expected to change in the opposite direction of the valuations on the available-for-sale securities portfolio. This is consistent with our objective to reduce total volatility in tangible book value and AOCI.

Shareholders’ equity was $144.3 million and $154.1 million, which represented 11.0% and 12.1% of total assets at September 30, 2014 and December 31, 2013, respectively. The decrease in shareholders’ equity during the nine months ended September 30, 2014 reflects the repurchase of 1,317,945 shares of our common stock at a cost of $9.6 million pursuant to our stock repurchase program, the payment of regular dividends amounting to $3.3 million and a decrease in other comprehensive income of $2.1 million due to changes in the market value of our securities and swaps. This was partially offset by net income of $4.5 million for the nine months ended September 30, 2014.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 AND SEPTEMBER 30, 2013

General

Net income was $1.5 million, or $0.08 per diluted share, for the quarter ended September 30, 2014, compared to $1.6 million, or $0.08 per diluted share, for the same period in 2013. Net interest income was $7.8 million for the three months ended September 30, 2014 and 2013, respectively.

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, 2014 and 2013, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing 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 the real estate loans are prepaid or refinanced. For analytical purposes, the 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,
	2014								2013
	Average					Average			Average					Average
	Balance		Interest			Yield/Cost			Balance		Interest			Yield/Cost
	(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans⁽¹⁾⁽²⁾	$	703,736	$	7,170			4.08	%	$	609,876	$	6,409			4.20	%
Securities⁽²⁾		492,948		3,245			2.63			573,955		4,077			2.84
Other investments - at cost		16,129		59			1.46			17,537		20			0.46
Short-term investments⁽³⁾		12,399		2			0.06			9,373		3			0.13
Total interest-earning assets		1,225,212		10,476			3.42			1,210,741		10,509			3.47
Total noninterest-earning assets		72,984								73,123

Total assets	$	1,298,196							$	1,283,864

LIABILITIES AND EQUITY:
Interest-bearing liabilities
Interest-bearing accounts	$	38,889		22			0.23		$	45,756		34			0.30
Savings accounts		78,860		20			0.10			85,960		26			0.12
Money market accounts		227,554		225			0.40			206,674		206			0.40
Time certificates of deposit		342,281		1,031			1.20			330,222		1,124			1.36
Total interest-bearing deposits		687,584		1,298						668,612		1,390
Short-term borrowings and long-term debt		318,357		1,211			1.52			326,785		1,130			1.38
Interest-bearing liabilities		1,005,941		2,509			1.00			995,397		2,520			1.01
Noninterest-bearing deposits		133,817								119,462
Other noninterest-bearing liabilities		13,139								10,676
Total noninterest-bearing liabilities		146,956								130,138

Total liabilities		1,152,897								1,125,535
Total equity		145,299								158,329
Total liabilities and equity	$	1,298,196							$	1,283,864
Less: Tax-equivalent adjustment⁽²⁾				(133	)							(161	)
Net interest and dividend income			$	7,834							$	7,828
Net interest rate spread⁽⁴⁾							2.42	%							2.46	%
Net interest margin⁽⁵⁾							2.58	%							2.62	%
Ratio of average interest-earning
assets to average interest-bearing liabilities							121.80								121.63

__________

(1)

Loans, including non-accrual loans, are net of deferred loan origination costs, and unadvanced funds.

(2)

Securities and loan income are presented on a tax-equivalent basis using a tax rate of 34%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported in the statements of income.

(3)

Short-term investments include federal funds sold.

(4)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5)

Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest earning assets.

The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated. Information is provided in each category with respect to:

interest income changes attributable to changes in volume (changes in volume multiplied by prior rate);
interest income changes attributable to changes in rate (changes in rate multiplied by current volume); and
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, 2014 compared to Three Months Ended September 30, 2013
	Increase (Decrease) Due to
	Volume			Rate			Net
Interest-earning assets	(In thousands)
Loans ⁽¹⁾	$	986		$	(225	)	$	761
Securities ⁽¹⁾		(575	)		(257	)		(832	)
Other investments - at cost		(2	)		41			39
Short-term investments		1			(2	)		(1	)
Total interest-earning assets		410			(443	)		(33	)

Interest-bearing liabilities
Interest-bearing accounts		(5	)		(7	)		(12	)
Savings accounts		(2	)		(4	)		(6	)
Money market accounts		21			(2	)		19
Time deposits		41			(134	)		(93	)
Short-term borrowing and long-time debt		(29	)		110			81
Total interest-bearing liabilities		26			(37	)		(11	)
Change in net interest and dividend income	$	384		$	(406	)	$	(22	)

__________

(1)

Securities, loan income and change in net interest and dividend income are presented on a tax-equivalent basis using a tax rate of 34%. The tax-equivalent adjustment is deducted from tax-equivalent net interest income.

The stable net interest income was primarily driven by a favorable shift in average interest-earnings assets out of securities and into loans; however, this was partially offset by a decrease in the average yield on loans. In addition, the cost of interest-bearing liabilities was flat due to an increase in the cost of short-term borrowings and long-term debt that offset a decrease in the cost of interest-bearing deposits. The average balance of securities decreased $81.1 million to $492.9 million from $574.0 million, while the average balance of loans increased $93.8 million to $703.7 million from $609.9 million for the three months ended September 30, 2014 from the same period in 2013. The average yield on loans decreased 12 basis points to 4.08% for the three months ended September 30, 2014, compared to 4.20% for the same period in 2013. The primary reason for the decrease in loan yield from the comparable 2013 period is that a portion of the new loan volume is adjustable and priced around prime rate, which is lower than current fixed rates, but will generate additional revenue and yield once rates begin to rise.

Interest expense was $2.5 million for the three months ended September 30, 2014 and 2013, respectively. The average cost of interest-bearing deposits decreased 16 basis points to 1.20% for the three months ended September 30, 2014 from 1.36% for the same period in 2013. The cost of short-term borrowings and long-term debt increased 14 basis points to 1.52% for the three months ended September 30, 2014 from 1.38% for the three months ended September 30, 2013, primarily due to certain FHLBB flipper advances that converted into a fixed-rate instrument once their adjustable terms reached expiration.

Provision for Loan Losses

The amount that we provided for loan losses during the three months ended September 30, 2014 was based upon the changes that occurred in the loan portfolio during that same period. The changes in the loan portfolio for the three months ended September 30, 2014, described in detail below, include an increase in nonaccrual loans and charge-offs related to a single commercial loan relationship with a balance of $6.8 million, an increase in commercial and industrial loans, commercial real estate loans and residential real estate loans and a decrease in impaired loan balances. After evaluating these factors, we recorded a provision of $750,000 for loan losses for the three months ended September 30, 2014, compared to a credit of $71,000 for the same period in 2013. The allowance was $7.7 million and $8.0 million and 1.07% and 1.17% of total loans at September 30, 2014 and June 30, 2014, respectively.

Nonaccrual loans were $8.9 million at September 30, 2014 and $3.2 million at June 30, 2014. During the third quarter of 2014, one manufacturing loan relationship with a balance of $6.8 million, which is comprised of commercial and industrial loans of $4.1 million and a commercial real estate loan of $2.7 million, was placed into nonaccrual status and deemed impaired. We have maintained a relationship with this borrower for over 15 years. The relationship has been classified as a substandard credit since 2011 and has experienced declining sales that impacted their business operations. Based upon the fair value of the underlying business collateral, we recorded a charge-off of $950,000 for the three months ended September 30, 2014 related to this single relationship.

Net charge-offs were $1.1 million for the three months ended September 30, 2014. This comprised charge-offs of $1.1 million for the three months ended September 30, 2014, offset by recoveries of $4,000. Net charge-offs were $91,000 for the three months ended September 30, 2013. This comprised charge-offs of $116,000 for the three months ended September 30, 2013, partially offset by recoveries of $25,000.

Commercial and industrial loans increased $17.8 million to $165.4 million at September 30, 2014 from $147.6 million at June 30, 2014. Commercial real estate loans increased $1.2 million to $287.2 million at September 30, 2014 from $286.0 at June 30, 2014. Non-owner occupied commercial real estate loans increased $1.8 million to $176.7 million at September 30, 2014 from $174.9 million at June 30, 2014, while owner occupied commercial real estate loans decreased $700,000 to $110.4 million at September 30, 2014 from $111.1 million at June 30, 2014. Residential loans increased $14.5 million to $264.4 million at September 30, 2014 from $249.9 million at June 30, 2014. We consider residential real estate loans to contain less credit risk and market risk than both commercial and industrial and commercial real estate loans.

Impaired loans decreased $8.3 million to $8.4 million at September 30, 2014 from $16.7 million at June 30, 2014. The decrease in impaired loan balances was due to the financial improvement of a single commercial real estate loan relationship with a balance of $14.3 million, which returned to the general allowance pool for reserve measurement during the three months ended September 30, 2014. This decrease was partially offset by an increase in impaired loan balances of $6.8 million related to the manufacturing loan relationship described above as of September 30, 2014.

During the 2013 period, the credit for loan losses was the result of continued improvement in the overall risk profile of the commercial loan portfolio. Impaired loans that previously carried higher allowances showed improvement resulting in allowances on impaired loans decreasing $70,000 to $238,000 at September 30, 2013. A summary of our provision for loan losses by loan segment is listed in Note 5 of the accompanying unaudited consolidated financial statements.

Although we believe that we have 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 increased $256,000 to $1.3 million for the three months ended September 30, 2014, compared to $1.0 million for the same period in 2013, primarily due to net gains on the sales of securities of $226,000 during the three months ended September 30, 2014. The three months ended September 30, 2013 included a loss on the prepayment of borrowings of $540,000, offset by securities gains of $546,000.

Noninterest Expense

Noninterest expense decreased $503,000 to $6.3 million for the three months ended September 30, 2014 from $6.9 million for the same period in 2013. Salaries and benefits decreased $436,000 to $3.6 million for the three months ended September 30, 2014 from $4.1 million for the same period in 2013, primarily due to a $286,000 decrease in share-based compensation expense and other employee benefits costs. Other noninterest expense decreased $68,000 to $721,000 for the three months ended September 30, 2014, primarily due to an $89,000 decrease in advertising expenses for the period.

Income Taxes

For the three months ended September 30, 2014, we had a tax provision of $491,000, as compared to $476,000 for the same period in 2013. The effective tax rate was 24.5% for the three months ended September 30, 2014 and 23.1% for the same period in 2013. The change in effective tax rate reflects slightly lower levels of tax-advantaged income such as BOLI and tax-exempt municipal obligations for the three months ended September 30, 2014.

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND SEPTEMBER 30, 2013

General

Net income was $4.5 million, or $0.25 per diluted share, for the nine months ended September 30, 2014, compared to $4.9 million, or $0.24 per diluted share, for the same period in 2013. Net interest income was $23.2 million and $23.1 million for the nine months ended September 30, 2014 and 2013, respectively.

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, 2014 and 2013, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing 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 the real estate loans are prepaid or refinanced. For analytical purposes, the 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.

	Nine Months Ended September 30,
	2014								2013
	Average					Average			Average					Average
	Balance		Interest			Yield/Cost			Balance		Interest			Yield/Cost
	(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans⁽¹⁾⁽²⁾	$	670,102	$	20,622			4.10	%	$	599,844	$	19,063			4.24	%
Securities⁽²⁾		507,906		10,107			2.65			598,405		12,322			2.75
Other investments - at cost		16,730		187			1.49			17,164		60			0.47
Short-term investments⁽³⁾		15,107		11			0.10			6,895		6			0.12
Total interest-earning assets		1,209,845		30,927			3.41			1,222,308		31,451			3.43
Total noninterest-earning assets		72,676								68,481

Total assets	$	1,282,521							$	1,290,789

LIABILITIES AND EQUITY:
Interest-bearing liabilities
NOW accounts	$	41,178		77			0.25		$	47,812		106			0.30
Savings accounts		80,150		61			0.10			89,220		98			0.15
Money market accounts		217,283		625			0.38			192,378		564			0.39
Time certificates of deposit		341,256		3,114			1.22			327,894		3,399			1.38
Total interest-bearing deposits		679,867		3,877						657,304		4,167
Short-term borrowings and long-term debt		311,954		3,452			1.48			335,662		3,641			1.45
Interest-bearing liabilities		991,821		7,329			0.99			992,966		7,808			1.05
Noninterest-bearing deposits		131,107								116,320
Other noninterest-bearing liabilities		10,981								10,242
Total noninterest-bearing liabilities		142,088								126,562

Total liabilities		1,133,909								1,119,528
Total equity		148,612								171,261
Total liabilities and equity	$	1,282,521							$	1,290,789
Less: Tax-equivalent adjustment⁽²⁾				(408	)							(509	)
Net interest and dividend income			$	23,190							$	23,134
Net interest rate spread⁽⁴⁾							2.42	%							2.38	%
Net interest margin⁽⁵⁾							2.61	%							2.59	%
Ratio of average interest-earning
assets to average interest-bearing liabilities							121.98								123.10

__________

(1)

Loans, including non-accrual loans, are net of deferred loan origination costs, and unadvanced funds.

(2)

(3)

Short-term investments include federal funds sold.

(4)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5)

Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest earning assets.

interest income changes attributable to changes in volume (changes in volume multiplied by prior rate);
interest income changes attributable to changes in rate (changes in rate multiplied by current volume); and
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.

	Nine Months Ended September 30, 2014 compared to Nine Months Ended September 30, 2013
	Increase (Decrease) Due to
	Volume			Rate			Net
Interest-earning assets	(In thousands)
Loans ⁽¹⁾	$	2,233		$	(674	)	$	1,559
Securities ⁽¹⁾		(1,864	)		(351	)		(2,215	)
Other investments - at cost		(2	)		129			127
Short-term investments		7			(2	)		5
Total interest-earning assets		374			(898	)		(524	)

Interest-bearing liabilities
NOW accounts		(15	)		(14	)		(29	)
Savings accounts		(10	)		(27	)		(37	)
Money market accounts		73			(12	)		61
Time deposits		139			(424	)		(285	)
Short-term borrowing and long-time debt		(257	)		68			(189	)
Total interest-bearing liabilities		(70	)		(409	)		(479	)
Change in net interest and dividend income	$	444		$	(489	)	$	(45	)

__________

(1)

Net interest income was $23.2 million and $23.1 million for the nine months ended September 30, 2014 and 2013, respectively. The net interest margin, on a tax-equivalent basis, was 2.61% and 2.59% for the nine months ended September 30, 2014 and 2013, respectively.

The stable net interest income was primarily driven by a favorable shift in average interest-earnings assets out of securities and into loans and a reduction in the cost of interest-bearing liabilities; however, this was partially offset by a decrease in the average yield on loans and interest-earning assets. The average balance of securities decreased $90.5 million to $507.9 million from $598.4 million, while the average balance of loans increased $70.3 million to $670.1 million from $599.8 million for the nine months ended September 30, 2014 from the same period in 2013. The average yield on loans decreased 14 basis points to 4.10% for the nine months ended September 30, 2014, compared to 4.24% for the same period in 2013. The primary reason for the decrease in loan yield from the comparable 2013 period is that a portion of the new loan volume is adjustable and priced around prime rate, which is lower than current fixed rates, but will generate additional revenue and yield once rates begin to rise.

Interest on earning-assets, on a tax-equivalent basis, decreased $524,000 to $30.9 million for the nine months ended September 30, 2014 from $31.5 million for the same period in 2013. The average yield on interest-earning assets decreased 2 basis point to 3.41% for the nine months ended September 30, 2014 from 3.43% for the same period in 2013. In addition, average interest-earning assets decreased $12.5 million to $1.2 billion for the nine months ended September 30, 2014. Despite a decrease in the average yield on loans, the asset shift from securities into loans helped to stabilize the average yield on interest-earning assets due to the higher average yield on loans compared to securities.

Interest expense decreased $479,000 to $7.3 million for the nine months ended September 30, 2014 from $7.8 million for the same period in 2013. The average cost of interest-bearing liabilities decreased 6 basis points to 0.99% for the nine months ended September 30, 2014 from 1.05% for the same period in 2013. The decrease in the cost of interest-bearing liabilities was primarily due to a decrease in rates on time deposits. In addition, for the nine months ended September 30, 2013, we prepaid repurchase agreements in the amount of $43.3 million and incurred a prepayment expense of $3.4 million. The repurchase agreements had a weighted average cost of 2.99%.

Provision for Loan Losses

The amount that we provided for loan losses during the nine months ended September 30, 2014 was based upon the changes that occurred in the loan portfolio during that same period. The changes in the loan portfolio for the nine months ended September 30, 2014, described in detail below, include increases in commercial and industrial loans, commercial real estate loans, residential real estate loans, an increase in charge-offs driven primarily by the impairment of one single manufacturing loan relationship and a decrease in impaired loan balances. After evaluating these factors, we recorded a provision of $1.3 million for loan losses for the nine months ended September 30, 2014, compared to a credit of $376,000 for the same period in 2013. The allowance was $7.7 million at September 30, 2014 and $7.5 million at December 31, 2013. The allowance for loan losses was 1.07% of total loans at September 30, 2014 and 1.17% at December 31, 2013, respectively.

Commercial and industrial loans increased $29.8 million to $165.4 million at September 30, 2014 from $135.6 million at December 31, 2013. Commercial real estate loans increased $22.7 million to $287.2 million at September 30, 2014 from $264.5 million at December 31, 2013. Residential real estate loans increased $30.3 million to $264.4 million at September 30, 2014, compared to $234.1 million at December 31, 2013. We consider residential real estate loans to contain less credit risk and market risk than both commercial and industrial and commercial real estate loans.

Nonaccrual loans were $8.9 million at September 30, 2014 and $2.6 million at December 31, 2013. During the third quarter of 2014, one manufacturing loan relationship with a balance of $6.8 million, which is comprised of commercial and industrial loans of $4.1 million and a commercial real estate loan of $2.7 million, was placed into nonaccrual status and deemed impaired. We have maintained a relationship with this borrower for over 15 years. The relationship has been classified as a substandard credit since 2011 and has experienced declining sales that impacted their business operations. Based upon the fair value of the business collateral, we recorded a charge-off of $950,000 for the three months ended September 30, 2014 related to this single relationship. Net charge-offs were $1.1 million for the nine months ended September 30, 2014. This comprised charge-offs of $1.2 million for the nine months ended September 30, 2014, offset by recoveries of $124,000. Net charge-offs were $107,000 for the nine months ended September 30, 2013. This comprised charge-offs of $336,000 for the nine months ended September 30, 2013, partially offset by recoveries of $229,000.

Impaired loans decreased $8.1 million to $8.4 million at September 30, 2014 from $16.5 million at December 31, 2014. The decrease in impaired loan balances was due to the financial improvement of a single commercial real estate loan relationship with a balance of $14.3 million, which returned to the general allowance pool for reserve measurement during the three months ended September 30, 2014. This decrease was partially offset by an increase in impaired loan balances of $6.8 million related to the manufacturing loan relationship described above as of September 30, 2014.

During the 2013 period, the credit for loan losses was the result of continued improvement in the overall risk profile of the commercial loan portfolio. Impaired loans that previously carried higher allowances showed considerable improvement resulting in allowances on impaired loans decreasing $300,000 to $238,000 at September 30, 2013. A summary of our provision for loan losses by loan segment is listed in Note 5 of the accompanying unaudited consolidated financial statements.

Noninterest Income

Noninterest income increased $455,000 to $3.4 million for the nine months ended September 30, 2014, compared to $2.9 million for the same period in 2013. Service charges and fees increased $179,000 to $2.0 million at September 30, 2014 from $1.8 million at September 30, 2013. This was primarily due to the collection of $97,000 in prepayment fees on a commercial loan relationship that paid off early during the first quarter of 2014. Fees collected from card-based transactions increased $62,000 for the nine months ended September 30, 2014, which reflects an increase in customer debit card and automated teller machine transactions. In addition, fee income from wealth management was $46,000 for the nine months ended September 30, 2014. We began offering wealth management services during the first quarter of 2014.

Net gains on the sales of securities were $276,000 during the nine months ended September 30, 2014. During the nine months ended September 30, 2013, we recorded income on the proceeds of BOLI death benefits of $563,000 and $2.8 million in gains on sales of securities. For the nine months ended September 30, 2013, the income on BOLI death benefits and sales of securities was offset by $3.4 million in expense on the prepayment of borrowings.

Noninterest Expense

Noninterest expense decreased $741,000 to $19.4 million for the nine months ended September 30, 2014 from $20.2 million for the same period in 2013. Salaries and benefits decreased $618,000 to $11.1 million for the nine months ended September 30, 2014 from $11.7 million for the same period in 2013, mainly resulting from a reduction in share-based compensation expense and other employee benefits costs. Other expenses decreased $150,000 to $2.4 million for the nine months ended September 30, 2014, primarily due to a decrease of $63,000 in advertising expenses for the period and a decrease of $41,000 in net ATM/debit card expense resulting from changes in interchange fees. Occupancy expense increased $88,000 for the nine months ended September 30, 2014.

Income Taxes

For the nine months ended September 30, 2014, we had a tax provision of $1.4 million, as compared to $1.3 million for the same period in 2013. The effective tax rate was 23.2% for the nine months ended September 30, 2014 and 21.3% for the same period in 2013. The change in effective tax rate is primarily due to the net income on BOLI death benefits recognized during the nine months ended September 30, 2013.

LIQUIDITY AND CAPITAL RESOURCES

The term “liquidity” refers to our ability to generate adequate amounts of cash to fund loan originations, loan purchases, withdrawals of deposits and operating expenses. Our primary sources of liquidity are deposits, scheduled amortization and prepayments of loan principal and mortgage-backed securities, maturities and calls of securities and funds provided by operations. We also can borrow funds from the FHLBB based on eligible collateral of loans and securities. Our maximum additional borrowing capacity from the FHLBB at September 30, 2014, was $67.7 million. In addition, we have lines of credit of $4.0 million and $50.0 million with Bankers Bank Northeast (“BBN”) and PNC Bank, respectively. The interest rates on these lines are determined and reset on a daily basis by each respective bank. As of September 30, 2014, our additional borrowing capacity from BBN and PNC Bank was $4.0 million and $50.0 million, respectively.

Liquidity management is both a daily 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 securities are a relatively predictable source of funds. However, deposit flow, calls of 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 we have sufficient liquidity to meet its current operating needs.

At September 30, 2014, we exceeded each of the applicable regulatory capital requirements. As of September 30, 2014, the most recent notification from the Office of Comptroller of the Currency categorized us as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized” we must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There is also a requirement to maintain a ratio of 1.5% tangible capital to tangible assets. There are no conditions or events since that notification that management believes would change our category. Our actual capital ratios of September 30, 2014, and December 31, 2013, are also presented in the following table.

	Actual					Minimum For Capital Adequacy Purpose					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
September 30, 2014
Total Capital (to Risk Weighted Assets):
Consolidated	$	156,993		18.57	%	$	67,629		8.00	%		N/A		—
Bank		149,379		17.71			67,488		8.00		$	84,359		10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated		149,298		17.66			33,815		4.00			N/A		—
Bank		141,624		16.79			33,744		4.00			50,616		6.00
Tier 1 Capital (to Adjusted Total Assets):
Consolidated		149,298		11.34			52,653		4.00			N/A		—
Bank		141,624		10.78			52,568		4.00			65,710		5.00
Tangible Equity (to Tangible Assets):
Consolidated		N/A		—			N/A		—			N/A		—
Bank		141,624		10.78			19,713		1.50			N/A		—

December 31, 2013
Total Capital (to Risk Weighted Assets):
Consolidated	$	164,605		21.17	%	$	62,207		8.00	%		N/A		—
Bank		157,484		20.30			62,073		8.00		$	77,591		10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated		157,119		20.21			31,104		4.00			N/A		—
Bank		149,965		19.33			31,036		4.00			46,555		6.00
Tier 1 Capital (to Adjusted Total Assets):
Consolidated		157,119		12.28			51,193		4.00			N/A		—
Bank		149,965		11.73			51,121		4.00			63,901		5.00
Tangible Equity (to Tangible Assets):
Consolidated		N/A		—			N/A		—			N/A		—
Bank		149,965		11.73			19,170		1.50			N/A		—

We also have 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 our 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. We are obligated under leases for certain of our branches and equipment. The following table summarizes the contractual obligations and credit commitments at September 30, 2014:

	Within 1 Year		After 1 Year But Within 3 Years		After 3 Year But Within 5 Years		After 5 Years		Total
	(In thousands)
Lease Obligations
Operating lease obligations	$	751	$	1,200	$	984	$	9,133	$	12,068

Borrowings and Debt
Federal Home Loan Bank		85,178		123,202		43,000		23,000		274,380
Securities sold under agreements to repurchase		41,109		—		10,000		—		51,109
Total borrowings and debt		126,287		123,202		53,000		23,000		325,489

Credit Commitments
Available lines of credit		78,902		—		5		25,839		104,746
Other loan commitments		42,175		—		—		56		42,231
Letters of credit		1,998		373		392		270		3,033
Total credit commitments		123,075		373		397		26,165		150,010

Total Obligations	$	250,113	$	124,775	$	54,381	$	58,298	$	487,567

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial 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.

There have been no material changes in our assessment of our sensitivity to market risk since its presentation in our 2013 Annual Report. Please refer to Item 7A of the 2013 Annual Report for additional information.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures.

Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our 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 Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, to ensure that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussion regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during our last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are subject to claims and legal actions in the ordinary course of business. We believe that all such claims and actions currently pending against us, if any, are either adequately covered by insurance or would not have a material adverse effect on us if decided in a manner unfavorable to us.

ITEM 1A. RISK FACTORS.

For a summary of risk factors relevant to our operations, see Part 1, Item 1A, “Risk Factors” in our 2013 Annual Report. There are no material changes in the risk factors relevant to our operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth information with respect to purchases made by us of our common stock during the three months ended September 30, 2014.

Period	Total Number of Shares Purchased		Average Price Paid per Share ($)		Total Number of Shares Purchased as Part of Publicly Announced Programs		Maximum Number of Shares that May Yet Be Purchased Under the Program
July 1 - 31, 2014		99,959		7.24		99,959		1,333,521	(1)
August 1 - 31, 2014		197,806		7.20		197,806		1,135,715
September 1 - 30, 2014		49,706		7.12		49,706		1,086,009
Total		347,471		7.20		347,471		1,086,009

__________

(1)

On March 13, 2014, the Board of Directors voted to authorize a stock repurchase program under which we may repurchase up to 1,970,000 shares, or 10% of our outstanding common stock. As of September 30, 2014, there were 1,086,009 shares remaining to be purchased under the new repurchase program.

There were no sales by us of unregistered securities during the three months ended September 30, 2014.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated herein by reference.

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 on November 6, 2014.

	Westfield Financial, Inc.

	By:	/s/ James C. Hagan
		James C. Hagan
		President and Chief Executive Officer

	By:	/s/ Leo R. Sagan, Jr.
		Leo R. Sagan, Jr.
		Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
3.1		Articles of Organization of New Westfield Financial, Inc. (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (No. 333-137024) filed with the Securities and Exchange Commission on August 31, 2006).
3.2		Articles of Amendment of New Westfield Financial, Inc. (incorporated by reference to Exhibit 3.3 of the Form 8-K filed with the Securities and Exchange Commission on January 5, 2007).
3.3		Amended and Restated Bylaws of Westfield Financial, Inc. (incorporated by reference to Exhibit 3.2 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2011).
4.1		Form of Stock Certificate of Westfield Financial, Inc. (incorporated by reference to Exhibit 4.1 of the Registration Statement No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006).
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		Financial statements from the quarterly report on Form 10-Q of Westfield Financial, Inc. for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statement of Shareholders’ Equity and Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.

__________

* Filed herewith.