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8-K - BROOKLINE BANCORP, INC. 8-K - BROOKLINE BANCORP INCa6800467.htm

Exhibit 99.1

Brookline Bancorp Announces 2011 Second Quarter Earnings and Dividend Declaration

BROOKLINE, Mass.--(BUSINESS WIRE)--July 20, 2011--Brookline Bancorp, Inc. (the “Company”) (NASDAQ:BRKL) announced today its earnings for the 2011 second quarter and approval by the Board of Directors of a regular quarterly dividend of $0.085 per share payable on August 17, 2011 to stockholders of record on August 1, 2011.

The Company earned $7,001,000, or $0.119 per share on a basic and diluted basis, for the quarter ended June 30, 2011 compared to $7,083,000, or $0.121 per share on a basic and diluted basis, for the quarter ended June 30, 2010. Net income for the 2011 second quarter was reduced by $774,000 ($0.013 per share) as a result of non-tax deductible professional fees incurred relating to acquisition transactions.

The acquisition of First Ipswich Bancorp and its subsidiaries (“Ipswich”) was completed effective February 28, 2011. On April 19, 2011, the Company and Bancorp Rhode Island, Inc. (“Bancorp Rhode Island”) entered into a Merger Agreement pursuant to which Bancorp Rhode Island will merge with and into the Company (the “Merger”). Subject to approval of the Merger by Bancorp Rhode Island shareholders, regulatory approvals and other customary closing conditions, completion of the Merger is expected to occur at the end of the 2011 third quarter or in the 2011 fourth quarter.

Net income for the first half of 2011 was $14,267,000, or $0.243 per share on a basic and diluted basis, compared to $13,436,000, or $0.229 per share on a basic and diluted basis. Net income for the 2011 first half was reduced by $924,000 ($0.016 per share) as a result of non-tax deductible professional fees incurred relating to acquisition transactions.

Operating highlights included:

  • Loan growth of $63.9 million, or 2.5%, in the 2011 second quarter (10.1% on an annualized basis). The growth by segment was as follows: commercial real estate - $33.0 million (11.6% annualized); commercial - $8.3 million (8.5% annualized); indirect auto (“auto”) - $14.9 million (10.3% annualized) and consumer - $7.7 million (7.4% annualized). Excluding Ipswich, loan growth in the 2011 first quarter was $68.4 million, an annualized growth rate of 12.1%; growth occurred in all of the segments.
  • Deposit growth of $40.9 million, or 1.9%, in the 2011 second quarter (7.7% on an annualized basis). Transaction deposit accounts increased $56.2 million, or 4.4% (17.6% annualized), while higher cost certificates of deposit decreased $15.3 million, or 1.8% (7.3% annualized). Excluding Ipswich, deposit growth in the 2011 first quarter was $90.4 million, an annualized growth rate of 20.0%.
  • Annualized return on average stockholders’ equity: second quarter – 5.61% in 2011 (6.23% excluding acquisition related expenses) compared to 5.76% in 2010; first half – 5.73% in 2011 (6.10% excluding acquisition related expenses) compared to 5.48% in 2010.
  • Annualized return on average assets: second quarter – 0.91% in 2011 (1.01% excluding acquisition related expenses) compared to 1.06% in 2010; first half – 0.96% in 2011 (1.02% excluding acquisition related expenses) compared to 1.02% in 2010.
  • Net interest margin – 3.70% in the 2011 second quarter compared to 3.74% in the 2011 first quarter; 3.72% in the first half of 2011 compared to 3.66% in the first half of 2010.
  • Provision for credit losses - $839,000 in the 2011 second quarter compared to $661,000 in the 2010 second quarter and $1,898,000 in the 2011 first half compared to $1,928,000 in the 2010 first half. The provisions reflect lower levels of net charge-offs offset by higher provisions attributable to loan growth and changes in loan risk ratings.

  • Net loan charge-offs were $371,000 (an annualized rate of 0.06% based on average loans outstanding) in the 2011 second quarter compared to $874,000 (0.16%) in the 2010 second quarter and $1,071,000 (0.09%) in the 2011 first half compared to $2,374,000 (0.22%) in the 2010 first half.
  • Non-accrual loans - $7.9 million (0.31% of total loans) at June 30, 2011 compared to $9.5 million (0.38%) at March 31, 2011; non-performing assets - $11.8 million (0.38% of total assets) at June 30, 2011 compared to $10.8 million (0.35%) at March 31, 2011; restructured loans on accrual - $4.9 million at June 30, 2011 compared to $5.1 million at March 31, 2011.
  • Allowance for loan losses - $30.8 million (1.19% of total loans) at June 30, 2011 compared to $30.0 million (1.19%) at March 31, 2011. A credit mark of $4.2 million, $4.1 million of which remains at June 30, 2011, was recognized as of February 28, 2011 in connection with the accounting for acquired Ipswich loans at fair value.

Net interest income increased $1.9 million, or 7.5%, in the 2011 second quarter compared to the 2011 first quarter due to a $234.9 million (8.5%) increase in the average total of interest-earning assets between the two periods. Of that growth, $159.6 million related to the Ipswich acquisition which was completed on February 28, 2011. Offsetting the revenue growth resulting from the increase in earning assets was the effect of the decline in net interest margin from 3.74% in the 2011 first quarter to 3.70% in the 2011 second quarter. The reduction was due in part to a decline in the ratio of the average total of stockholders’ equity to the average total of interest-earning assets from 18.1% to 16.7% in those respective periods. The decline in the average yield on earning assets from 4.85% in the 2011 first quarter to 4.75% in the 2011 second quarter was mostly offset by a decline in the average rate paid on interest-bearing liabilities from 1.40% to 1.31% in those respective periods.

The average total of deposits increased $214.1 million, or 11.2%, in the 2011 second quarter compared to the 2011 first quarter. Of that growth, $140.8 million related to the Ipswich acquisition. The average balance of non-interest bearing deposits increased $40.6 million, $35.5 million of which related to the Ipswich acquisition. The average rate paid on total deposits declined from 1.04% in the 2011 first quarter to 0.97% in the 2011 second quarter.

The ratio of the average balance of total loans to the average balance of total deposits was 120.3% in the 2011 second quarter compared to 122.7% in the 2011 first quarter and 129.2% in the 2010 second quarter.

Federal Home Loan Bank (“FHLB”) advances increased $29.0 million in the 2011 second quarter to $421.4 million at June 30, 2011. The increased borrowings were used primarily to pay off $13.0 million of Ipswich trust preferred debentures and to fund the acquisition of an office building in Boston, Massachusetts.

The lower levels of net loan charge-offs mentioned above resulted primarily from a reduction in auto loan net charge-offs to $294,000 (an annualized rate of 0.20% based on average loans outstanding excluding deferred loan origination costs) in the 2011 second quarter from $690,000 (0.51%) in the 2010 second quarter and to $744,000 (0.27%) in the first half of 2011 from $1,601,000 (0.59%) in the first half of 2010.

Fees, charges and other income amounted to $1.7 million in the 2011 second quarter compared to $1.1 million in the 2010 second quarter and $3.0 million in the first half of 2011 compared to $2.0 million in the first half of 2010. Substantially all of the increases resulted from inclusion of fees, charges and other income earned by Ipswich of $662,000 in the 2011 second quarter and $874,000 in the first half of 2011.

In the 2010 second quarter, $24 million of borrowings from the FHLB were prepaid with a resulting after-tax penalty of $534,000 and, in the same quarter, $24 million was re-borrowed from the FHLB at a lower rate of interest and for an extended period of time. Investment securities (primarily marketable equity securities) were sold in the 2010 second quarter at an after-tax gain of $535,000.


Total non-interest expenses were $15.9 million in the 2011 second quarter compared to $12.0 million in the 2010 second quarter. The increase was due primarily to non-interest expenses of Ipswich ($2.7 million), higher compensation and benefits expense resulting from added personnel, salary increases, higher bonuses and medical benefits expense, and higher professional service fees. Total non-interest expenses were $29.3 million in the first half of 2011 compared to $23.7 million in the first half of 2010. The increase was due primarily to non-interest expenses of Ipswich ($3.5 million), higher compensation and benefits expense, and higher expenses for occupancy, data processing, marketing and professional services.

The effective income tax rate was 40.9% in the first half of 2011 compared to 40.4% in the first half of 2010. The increase resulted primarily from the non-deductibility of expenses related to the acquisitions mentioned above.

The above text contains statements about future events that constitute forward-looking statements. Projections about future events are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause such differences include, but are not limited to, general economic conditions, changes in interest rates, regulatory consideration, competition, failure to complete the proposed acquisition of Bancorp Rhode Island in a timely manner or at all, business disruptions due to the pendency of the transaction, and difficulties related to the integration of the businesses following the Merger. For additional factors that may affect future results, please see the filings made by the Company with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2010. The Company undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date of this press release.

Additional Information and Where to Find It

In connection with the Merger, the Company has filed and will be filing relevant documents with the SEC, including a registration statement on Form S-4 that includes a proxy statement of Bancorp Rhode Island. Investors are urged to read the proxy statement/prospectus and the other relevant materials, including any amendments or supplements to those documents, because they contain or will contain important information. The proxy statement/prospectus and other relevant materials filed by the Company or Bancorp Rhode Island with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors may obtain free copies of the documents filed by the Company with the SEC by directing a written request to Paul R. Bechet, Chief Financial Officer, Brookline Bancorp, Inc., 160 Washington Street, Brookline, Massachusetts 02445. Investors may obtain free copies of the documents filed by Bancorp Rhode Island with the SEC by directing a written request to Linda H. Simmons, Chief Financial Officer, One Turks Head Place, Providence, Rhode Island 02903.

Participant Information

The Company, Bancorp Rhode Island and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of Bancorp Rhode Island in connection with the Merger. Information about the executive officers and directors of the Company is set forth in its proxy statement filed with the SEC on March 17, 2011, and for Bancorp Rhode Island, in its proxy statement filed with the SEC on April 15, 2011 and its Annual Report on Form 10-K for the year ended December 31, 2010. Investors may obtain additional information regarding the participants in the Merger by reading the proxy statement/prospectus.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.


BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands except share data)
       
June 30, March 31, December 31,
2011 2011 2010

ASSETS

Cash and due from banks $ 23,412 $ 23,241 $ 18,451
Short-term investments 93,861 73,165 47,457
Securities available for sale 274,448 318,597 304,540
Restricted equity securities 39,794 39,612 36,335
Loans 2,588,923 2,524,989 2,253,538
Allowance for loan losses   (30,847 )   (30,048 )   (29,695 )
Net loans   2,558,076   2,494,941   2,223,843
Accrued interest receivable 9,325 9,463 8,596
Bank premises and equipment, net 34,727 20,063 11,126
Deferred tax asset 12,541 13,552 10,206
Prepaid income taxes 728 - 78
Goodwill 45,966 46,854 43,241

Identified intangible assets, net of accumulated amortization of $11,831, $11,376 and $11,081, respectively

6,034 5,569 1,871
Other assets   15,670   12,715   14,798
Total assets $ 3,114,582 $ 3,057,772 $ 2,720,542
 

LIABILITIES AND EQUITY

Deposits $ 2,159,133 $ 2,118,259 $ 1,810,899
Federal Home Loan Bank advances 421,355 392,333 375,569
Trust preferred debentures - 13,000 -
Other borrowings 4,789 2,861 13,000
Mortgagors’ escrow accounts 6,847 6,393 5,843
Income taxes payable - 2,621 -
Accrued expenses and other liabilities   18,742   21,935   17,283
Total liabilities   2,610,866   2,557,402   2,222,594
Equity:
Brookline Bancorp, Inc. stockholders’ equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued - - -
Common stock, $0.01 par value; 200,000,000 shares authorized; 64,447,889 shares, 64,445,389 shares and 64,445,389 shares issued, respectively 644 644 644
Additional paid-in capital 524,841 524,671 524,515
Retained earnings, partially restricted 36,633 34,618 32,357
Accumulated other comprehensive income 3,254 2,007 2,348
Treasury stock, at cost - 5,373,733 shares (62,107 ) (62,107 ) (62,107 )
Unallocated common stock held by ESOP – 401,316 shares, 412,869 shares and 424,422 shares, respectively   (2,188 )   (2,251 )   (2,314 )
Total Brookline Bancorp, Inc. stockholders’ equity 501,077 497,582 495,443
Noncontrolling interest in subsidiary   2,639   2,788   2,505
Total equity   503,716   500,370   497,948
 
Total liabilities and equity $ 3,114,582 $ 3,057,772 $ 2,720,542
 

BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands except share data)
             
Three months ended Six months ended
June 30, June 30,
2011 2010 2011 2010
 
Interest income:
Loans $ 33,617 $ 30,774 $ 65,008 $ 61,642
Debt securities 1,754 1,960 3,511 3,883
Short-term investments 26 29 50 44
Equity securities   55   12   92   36
Total interest income   35,452   32,775   68,661   65,605
 
Interest expense:
Deposits 5,138 5,348 10,033 11,259
Borrowed funds   2,685 3,699   5,293   7,473
Total interest expense   7,823 9,047   15,326   18,732
 
Net interest income 27,629 23,728 53,335 46,873
Provision for credit losses   839 661   1,898   1,928
Net interest income after provision for credit losses   26,790 23,067   51,437   44,945
 
Non-interest income:
Fees, charges and other income 1,687 1,132 2,966 1,958
Penalty from prepayment of borrowed funds - (913 ) - (913 )
Gain on sales of securities - 834 80 834
Loss on impairment of securities   -   -   -   (49 )
Total non-interest income   1,687   1,053   3,046   1,830
 
Non-interest expense:
Compensation and employee benefits 7,795 5,482 14,606 11,114
Occupancy 1,499 1,144 2,873 2,245
Equipment and data processing 2,290 1,886 4,365 3,711
Professional services 1,458 995 2,247 1,931
FDIC insurance 324 411 757 828
Advertising and marketing 407 412 729 541
Amortization of identified intangible assets 455 306 750 612
Other   1,649   1,362   2,999   2,716
Total non-interest expense   15,877   11,998   29,326   23,698
 
Income before income taxes 12,600 12,122 25,157 23,077
Provision for income taxes   5,273   4,876   10,281   9,315
Net income 7,327 7,246 14,876 13,762

Less net income attributable to noncontrolling interest in subsidiary

  326  

163

  609   326
Net income attributable to Brookline Bancorp, Inc. $ 7,001 $ 7,083 $ 14,267 $ 13,436
 

Earnings per common share attributable to Brookline Bancorp, Inc.:

Basic $ 0.12 $ 0.12 $ 0.24 $ 0.23
Diluted 0.12 0.12 0.24 0.23
 

Weighted average common shares outstanding during the period:

Basic 58,629,265 58,574,230 58,620,467 58,564,652
Diluted 58,630,908 58,579,529 58,624,699 58,569,733
 

BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Average Yields / Costs
                                     
Three months ended
June 30, 2011 March 31, 2011

Average
balance

Interest (1)

Average
yield/
cost

Average
balance

Interest (1)

Average
yield/
cost

(Dollars in thousands)

Assets

Interest-earning assets:
Short-term investments $ 69,757 $ 26 0.15 % $ 55,183 $ 24 0.18 %
Debt securities (2) 313,687 1,760 2.24 306,773 1,763 2.30
Equity securities (2) 40,015 65 0.65 37,907 41 0.43
Commercial real estate loans (3) 1,159,065 15,194 5.24 1,056,836 13,831 5.23
Commercial loans (3) 395,732 6,562 6.64 360,890 6,169 6.86
Indirect automobile loans (3) 587,351 7,212 4.93 560,097 7,209 5.22
Consumer loans (3) 422,199   4,649 4.41 375,265     4,182 4.47
Total interest-earning assets 2,987,806   35,468 4.75 % 2,752,951   33,219 4.85 %
Allowance for loan losses (30,074 ) (29,779 )
Non-interest earning assets   135,763   118,056  
Total assets $ 3,093,495 $ 2,841,228  
 

Liabilities and Equity

Interest-bearing liabilities:
Deposits:
NOW accounts $ 137,732 60 0.17 % $ 122,998 47 0.15 %
Savings accounts 165,214 266 0.65 133,340 218 0.66
Money market savings accounts 822,691 1,972 0.96 721,808 1,724 0.97
Certificates of deposit   830,260   2,840 1.37   804,196     2,906 1.47
Total interest-bearing deposits (4) 1,955,897 5,138 1.05 1,782,342 4,895 1.11
Federal Home Loan Bank advances 421,909 2,623 2.46 389,302 2,568 2.64
Other borrowings   10,242   62 2.39   8,667     40 1.85
Total interest bearing liabilities 2,388,048   7,823 1.31 % 2,180,311   7,503 1.40 %
Non-interest-bearing demand

checking accounts (4)

175,994 135,410
Other liabilities   27,371   25,753  
Total liabilities 2,591,413 2,341,474
Brookline Bancorp, Inc. stockholders’ equity 499,533 497,112
Noncontrolling interest in subsidiary   2,549   2,642  
Total liabilities and equity $ 3,093,495 $ 2,841,228  
Net interest income (tax equivalent basis)/interest rate spread (5) 27,645 3.44 % 25,716 3.45 %
Less adjustment of tax exempt income   16   10
Net interest income $ 27,629 $ 25,706
Net interest margin (6) 3.70 % 3.74 %
 
(1)       Tax exempt income on equity securities and debt securities is included on a tax equivalent basis.
(2) Average balances include unrealized gains (losses) on securities available for sale. Equity securities include marketable equity securities (preferred and common stocks) and restricted equity securities.
(3) Loans on non-accrual status are included in average balances.
(4) Including non-interest bearing checking accounts, the average interest rate on total deposits was 0.97% in the three months ended June 30, 2011 and 1.04% in the three months ended March 31, 2011.
(5) Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
(6) Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.
 

BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Average Yields / Costs
                 
Six months ended
June 30, 2011 June 30, 2010

Average
balance

Interest (1)

Average
yield/
cost

 

Average
balance

Interest (1)

Average
yield/
cost

 
(Dollars in thousands)

Assets

 
Interest-earning assets:
Short-term investments $ 62,510 $ 50 0.16 % $ 62,400 $ 44 0.14 %
Debt securities (2) 310,249 3,524 2.27 292,202 3,894 2.67
Equity securities (2) 38,967 105 0.54 38,021 49 0.26
Commercial real estate loans (3) 1,108,233 29,025 5.24 926,124 24,992 5.40
Commercial loans (3) 378,407 12,731 6.74 305,009 10,495 6.89
Indirect automobile loans (3) 573,799 14,421 5.07 554,002 16,668 6.07
Consumer loans (3) 398,905   8,831 4.43 384,517     9,487 4.94
Total interest-earning assets 2,871,070   68,687 4.80 % 2,562,275   65,629 5.14 %
Allowance for loan losses (29,927 ) (30,883

)

 

Non-interest earning assets   126,932   110,250  
Total assets $ 2,968,075 $ 2,641,642  
 

Liabilities and Equity

Interest-bearing liabilities:
Deposits:
NOW accounts $ 130,405 107 0.17 % $ 103,565 73 0.14 %
Savings accounts 149,365 484 0.65 99,914 402 0.81
Money market savings accounts 772,529 3,696 0.96 570,906 3,236 1.14
Certificates of deposit   817,300   5,746 1.42   797,376     7,548 1.91
Total deposits (4) 1,869,599 10,033 1.08 1,571,761 11,259 1.44
Federal Home Loan Bank advances 405,695 5,192 2.55 462,351 7,473 3.21
Other borrowings   9,460   101 2.15   -     - -
Total interest bearing liabilities 2,284,754   15,326 1.35 % 2,034,112   18,732 1.86 %
Non-interest-bearing demand

checking accounts (4)

155,814 90,967
Other liabilities   26,631   23,750  
Total liabilities 2,467,199 2,148,829
Brookline Bancorp, Inc. stockholders’ equity 498,281 490,701
Noncontrolling interest in subsidiary   2,595   2,112  
Total liabilities and equity $ 2,968,075 $ 2,641,642  
Net interest income (tax equivalent basis)/interest rate spread (5) 53,361 3.45 % 46,897 3.28 %
Less adjustment of tax exempt income   26   24
Net interest income $ 53,335 $ 46,873
Net interest margin (6) 3.72 % 3.66 %
 
(1)       Tax exempt income on equity securities and debt securities is included on a tax equivalent basis.
(2) Average balances include unrealized gains (losses) on securities available for sale. Equity securities include marketable equity securities (preferred and common stocks) and restricted equity securities.
(3) Loans on non-accrual status are included in average balances.
(4) Including non-interest bearing checking accounts, the average interest rate on total deposits was 1.00% in the six months ended June 30, 2011 and 1.37% in the six months ended June 30, 2010.
(5) Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
(6) Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.
 

BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Selected Financial Ratios and Other Data
               
Three months ended Six months ended
June 30, June 30,
2011 2010 2011 2010
 
Performance Ratios (annualized):
Return on average assets 0.91 % 1.06 % 0.96 % 1.02 %
Return on average stockholders’ equity 5.61 % 5.76 % 5.73 % 5.48 %
Interest rate spread 3.44 % 3.31 % 3.45 % 3.28 %
Net interest margin 3.70 % 3.67 % 3.72 % 3.66 %
 
Dividends paid per share during period $ 0.085 $ 0.085 $ 0.17 $ 0.17
 
           

At

At

At

June 30,

March 31,

December 31,

2011

2011

2010

(dollars in thousands except per share data)

Capital Ratio:
Stockholders’ equity to total assets 16.09 % 16.27 % 18.21 %
Tangible stockholders’ equity to total assets 14.66 % 14.81 % 16.83 %
 
Asset Quality:
Non-accrual loans $ 7,905 $ 9,523 $ 7,463
Non-performing assets 11,774 10,787 8,166
Restructured loans on accrual 4,905 5,143 4,537
Allowance for loan losses 30,847 30,048 29,695
Credit mark related to Ipswich acquisition $ 4,128 $ 4,240 $ -
Allowance for loan losses as a percent of total loans 1.19 % 1.19 % 1.32 %
Non-accrual loans as a percent of total loans 0.31 % 0.38 % 0.33 %
Non-performing assets as a percent of total assets 0.38 % 0.35 % 0.30 %
 
 
Per Share Data:
Book value per share $ 8.48 $ 8.42 $ 8.39
Tangible book value per share 7.60 7.54 7.62
Market value per share 9.27 10.53 10.85

CONTACT:
Brookline Bancorp, Inc.
Paul Bechet, 617-278-6405