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8-K/A - 8-K/A - BROOKLINE BANCORP INCa12-7308_18ka.htm
EX-23.1 - EX-23.1 - BROOKLINE BANCORP INCa12-7308_1ex23d1.htm
EX-23.2 - EX-23.2 - BROOKLINE BANCORP INCa12-7308_1ex23d2.htm
EX-99.2 - EX-99.2 - BROOKLINE BANCORP INCa12-7308_1ex99d2.htm

Exhibit 99.1

 

BANCORP RHODE ISLAND, INC.

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Shareholders
Bancorp Rhode Island, Inc.:

 

We have audited the accompanying consolidated balance sheets of Bancorp Rhode Island, Inc. and subsidiaries (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the three year period ended December 31, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bancorp Rhode Island, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three year period ended December 31, 2011 in conformity with U.S. generally accepted accounting principles.

 

/s/ KPMG LLP

 

 

Providence, RI

 

March 16, 2012

 

F-1



 

BANCORP RHODE ISLAND, INC.

Consolidated Balance Sheets

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

Assets

 

 

 

 

 

Assets:

 

 

 

 

 

Cash and due from banks

 

$

22,130

 

$

14,384

 

Federal Funds Sold

 

1,272

 

395

 

Total cash and cash equivalents

 

23,402

 

14,779

 

Available for sale securities (amortized cost of $302,615 and $357,402, respectively)

 

312,620

 

360,025

 

Stock in the Federal Home Loan Bank of Boston

 

16,274

 

16,274

 

Loans and leases receivable:

 

 

 

 

 

Commercial loans and leases

 

823,909

 

780,264

 

Residential mortgage loans

 

145,366

 

164,877

 

Consumer and other loans

 

198,129

 

210,348

 

 

 

 

 

 

 

Total loans and leases receivable

 

1,167,404

 

1,155,489

 

 

 

 

 

 

 

Allowance for loan and lease losses

 

(18,142

)

(18,654

)

 

 

 

 

 

 

Net loans and leases receivable

 

1,149,262

 

1,136,835

 

Premises and equipment, net

 

11,006

 

11,889

 

Goodwill, net

 

12,262

 

12,262

 

Accrued interest receivable

 

4,371

 

4,842

 

Investment in bank-owned life insurance

 

32,496

 

31,277

 

Prepaid expenses and other assets

 

22,550

 

15,576

 

 

 

 

 

 

 

Total assets

 

$

1,584,243

 

$

1,603,759

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Deposits:

 

 

 

 

 

Demand deposit accounts

 

$

278,503

 

$

264,274

 

NOW accounts

 

70,663

 

70,327

 

Money market accounts

 

149,988

 

96,285

 

Savings accounts

 

345,850

 

341,667

 

Certificate of deposit accounts

 

286,350

 

347,613

 

 

 

 

 

 

 

Total deposits

 

1,131,354

 

1,120,166

 

Overnight and short-term borrowings

 

46,216

 

40,997

 

Wholesale repurchase agreements

 

 

20,000

 

Federal Home Loan Bank of Boston borrowings

 

235,110

 

260,889

 

Subordinated deferrable interest debentures

 

13,403

 

13,403

 

Other liabilities

 

26,800

 

19,626

 

 

 

 

 

 

 

Total liabilities

 

1,452,883

 

1,475,081

 

Shareholders’ equity:

 

 

 

 

 

Common stock, par value $0.01 per share, authorized 11,000,000 shares: Issued: (5,086,241 and 5,047,942 shares, respectively)

 

51

 

50

 

Additional paid-in capital

 

73,001

 

73,866

 

Treasury stock, at cost (397,650 and 373,850 shares respectively)

 

(13,406

)

(12,527

)

Retained earnings

 

67,261

 

65,584

 

Accumulated other comprehensive income, net

 

4,453

 

1,705

 

 

 

 

 

 

 

Total shareholders’ equity

 

131,360

 

128,678

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,584,243

 

$

1,603,759

 

 

See accompanying notes to consolidated financial statements.

 

F-2



 

BANCORP RHODE ISLAND, INC.

Consolidated Statements of Operations

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

(In thousands, except per share data)

 

Interest and dividend income:

 

 

 

 

 

 

 

Federal funds sold

 

$

5

 

$

7

 

$

10

 

Mortgage-backed securities

 

9,707

 

11,601

 

13,357

 

Investment securities

 

1,573

 

1,896

 

2,157

 

Federal Home Loan Bank of Boston stock dividends

 

48

 

 

 

Loans and leases

 

57,864

 

59,298

 

59,753

 

Total interest and dividend income

 

69,197

 

72,802

 

75,277

 

Interest expense:

 

 

 

 

 

 

 

Deposits

 

5,282

 

8,030

 

14,868

 

Overnight and short-term borrowings

 

40

 

63

 

86

 

Wholesale repurchase agreements

 

292

 

564

 

551

 

Federal Home Loan Bank of Boston borrowings

 

8,011

 

10,068

 

10,720

 

Subordinated deferrable interest debentures

 

667

 

670

 

730

 

Total interest expense

 

14,292

 

19,395

 

26,955

 

Net interest income

 

54,905

 

53,407

 

48,322

 

Provision for loan and lease losses

 

4,448

 

6,860

 

9,917

 

Net interest income after provision for loan and lease losses

 

50,457

 

46,547

 

38,405

 

Noninterest income:

 

 

 

 

 

 

 

Total other-than-temporary impairment (losses)/ gains on available for sale securities

 

(318

)

54

 

(2,469

)

Non-credit component of other-than-temporary losses recognized in other comprehensive income

 

 

(1,086

)

2,085

 

Credit component of other-than-temporary impairment losses on available for sale securities

 

(318

)

(1,032

)

(384

)

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

4,714

 

5,178

 

5,377

 

Income from bank-owned life insurance

 

1,219

 

1,267

 

1,245

 

(Loss)/ gain on sale of available for sale securities

 

(644

)

1,260

 

61

 

Loan related fees

 

749

 

836

 

869

 

Commissions on nondeposit investment products

 

1,223

 

740

 

776

 

Net gains on lease sales and commissions on loans originated for others

 

297

 

127

 

408

 

Other income

 

932

 

1,186

 

813

 

Total noninterest income

 

8,172

 

9,562

 

9,165

 

Noninterest expense:

 

 

 

 

 

 

 

Salaries and employee benefits

 

26,855

 

22,973

 

20,573

 

Occupancy

 

3,420

 

3,340

 

3,552

 

Data processing

 

2,765

 

2,623

 

2,640

 

Professional services

 

4,290

 

2,283

 

2,612

 

FDIC insurance

 

1,282

 

1,934

 

2,527

 

Operating

 

1,653

 

1,860

 

1,877

 

Marketing

 

1,274

 

1,211

 

1,318

 

Equipment

 

1,072

 

1,029

 

1,001

 

Loan workout and other real estate owned

 

1,030

 

987

 

688

 

Loan servicing

 

565

 

646

 

665

 

Other expenses

 

5,612

 

2,317

 

2,076

 

Total noninterest expense

 

49,818

 

41,203

 

39,529

 

Income before income taxes

 

8,811

 

14,906

 

8,041

 

Income tax expense

 

3,573

 

5,071

 

2,502

 

Net income

 

5,238

 

9,835

 

5,539

 

Preferred stock dividends

 

 

 

(892

)

Accretion of preferred shares discount

 

 

 

(1,405

)

Net income applicable to common shares

 

$

5,238

 

$

9,835

 

$

3,242

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

4,685,954

 

4,658,668

 

4,604,308

 

Weighted average shares outstanding - diluted

 

4,770,959

 

4,687,316

 

4,626,434

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

Basic earnings per common share

 

$

1.12

 

$

2.10

 

$

0.71

 

Diluted earnings per common share

 

$

1.10

 

$

2.10

 

$

0.70

 

Cash dividends declared per common share

 

$

0.76

 

$

0.70

 

$

0.68

 

 

See accompanying notes to consolidated financial statements.

 

F-3



 

BANCORP RHODE ISLAND, INC.

Consolidated Statements of Changes in Shareholders’ Equity

For Years Ended December 31, 2011, 2010 and 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Retained

 

Comprehensive

 

 

 

 

 

Preferred

 

Common

 

Paid-in

 

Treasury

 

Earnings,

 

Income/

 

 

 

 

 

Stock

 

Stock

 

Capital

 

Stock

 

as Adjusted

 

(Loss)

 

Total

 

 

 

(In thousands, except per share data)

 

Balance at December 31, 2008

 

$

28,595

 

$

49

 

$

73,323

 

$

(12,055

)

$

58,763

 

$

415

 

$

149,090

 

Cumulative effect of a change in accounting principle, net of taxes of ($77)

 

 

 

 

 

137

 

(137

)

 

Net income

 

 

 

 

 

5,539

 

 

5,539

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains on securities available for sale, net of taxes of ($1,207)

 

 

 

 

 

 

2,242

 

2,242

 

Reclassification adjustment for net gains included in net income, net of taxes of $21

 

 

 

 

 

 

(40

)

(40

)

Non-credit portion OTTI, net of taxes of $730

 

 

 

 

 

 

(1,355

)

(1,355

)

Comprehensive income

 

 

 

 

 

5,539

 

847

 

6,386

 

Exercise of stock options

 

 

1

 

514

 

 

 

 

515

 

Macrolease acquisition

 

 

 

78

 

 

 

 

 

78

 

Repurchase of warrant

 

 

 

(1,400

)

 

 

 

(1,400

)

Redemption of preferred stock

 

(30,000

)

 

 

 

 

 

(30,000

)

Treasury stock acquisitions

 

 

 

 

(254

)

 

 

(254

)

Share-based compensation

 

 

 

180

 

 

 

 

180

 

Tax benefit from stock option exercises

 

 

 

88

 

 

 

 

88

 

Preferred stock discount accretion

 

123

 

 

 

 

(123

)

 

 

Prepayment charge on preferred stock discount

 

1,282

 

 

 

 

(1,282

)

 

 

Dividends on preferred stock ($29.73 per preferred share)

 

 

 

 

 

(892

)

 

(892

)

Dividends on common stock ($0.68 per share)

 

 

 

 

 

(3,130

)

 

(3,130

)

Balance at December 31, 2009

 

$

 

$

50

 

$

72,783

 

$

(12,309

)

$

59,012

 

$

1,125

 

$

120,661

 

Net income

 

 

 

 

 

9,835

 

 

9,835

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains on securities available for sale, net of taxes of ($373)

 

 

 

 

 

 

693

 

693

 

Reclassification adjustment for net gains included in net income, net of taxes of $441

 

 

 

 

 

 

(819

)

(819

)

Non-credit portion OTTI, net of taxes of ($380)

 

 

 

 

 

 

706

 

706

 

Comprehensive income

 

 

 

 

 

9,835

 

580

 

10,415

 

Exercise of stock options

 

 

 

293

 

 

 

 

293

 

Macrolease acquisition

 

 

 

211

 

 

 

 

211

 

Share repurchases

 

 

 

 

(218

)

 

 

(218

)

Share-based compensation

 

 

 

558

 

 

 

 

558

 

Tax benefit from stock option exercises

 

 

 

21

 

 

 

 

21

 

Dividends on common stock ($0.70 per share)

 

 

 

 

 

(3,263

)

 

(3,263

)

Balance at December 31, 2010

 

$

 

$

50

 

$

73,866

 

$

(12,527

)

$

65,584

 

$

1,705

 

$

128,678

 

Net income

 

 

 

 

 

5,238

 

 

5,238

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains on securities available for sale, net of taxes of ($2,246)

 

 

 

 

 

 

4,173

 

4,173

 

Net loss recognized in income on the sale of securities, net of taxes of ($226)

 

 

 

 

 

 

419

 

419

 

Impairment charge on security included in net income, net of taxes of ($111)

 

 

 

 

 

 

207

 

207

 

Prior service costs, net of taxes of $1,104

 

 

 

 

 

 

(2,051

)

(2,051

)

Comprehensive income

 

 

 

 

 

5,238

 

2,748

 

7,986

 

Exercise of stock options

 

 

1

 

558

 

 

 

 

559

 

Share repurchases

 

 

 

 

(879

)

 

 

(879

)

Accelerated stock option cash out

 

 

 

(5,864

)

 

 

 

(5,864

)

Share-based compensation

 

 

 

2,501

 

 

 

 

2,501

 

Tax benefit from stock option exercises

 

 

 

1,940

 

 

 

 

1,940

 

Dividends on common stock ($0.76 per share)

 

 

 

 

 

(3,561

)

 

(3,561

)

Balance at December 31, 2011

 

$

 

$

51

 

$

73,001

 

$

(13,406

)

$

67,261

 

$

4,453

 

$

131,360

 

 

See accompanying notes to consolidated financial statements.

 

F-4



 

BANCORP RHODE ISLAND, INC.

Consolidated Statements of Cash Flows

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

5,238

 

$

9,835

 

$

5,539

 

Adjustment to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation, amortization and accretion, net

 

(679

)

(1,258

)

(6,201

)

Provision for loan and lease losses

 

4,448

 

6,860

 

9,917

 

Income from bank-owned life insurance

 

(1,219

)

(1,267

)

(1,245

)

Net gains on lease sales

 

(127

)

(66

)

(326

)

Net loss/ (gain) on sale of available for sale securities

 

644

 

(1,260

)

(61

)

Credit component of other-than-temporary impairment losses on available for sale securities

 

318

 

1,032

 

384

 

Gain on sale of other real estate owned

 

(12

)

(57

)

(76

)

Proceeds from sales of leases

 

669

 

1,262

 

1,476

 

Leases originated for sale

 

(542

)

(1,196

)

(1,287

)

Share-based compensation expense

 

2,501

 

558

 

180

 

Decrease in accrued interest receivable

 

471

 

122

 

276

 

Increase in prepaid expenses and other assets

 

(9,463

)

(357

)

(6,818

)

(Decrease) increase in other liabilities

 

4,244

 

(430

)

3,221

 

Net cash provided by operating activities

 

6,491

 

13,778

 

4,979

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

Purchases

 

(105,444

)

(175,570

)

(221,868

)

Maturities and principal repayments

 

154,251

 

172,133

 

165,408

 

Proceeds from sales

 

4,335

 

25,950

 

1,880

 

Proceeds from sale of leases

 

 

 

10,428

 

Net increase in loans and leases

 

(15,448

)

(46,537

)

(46,747

)

Purchase of Federal Home Loan Bank of Boston stock

 

 

 

(603

)

Capital expenditures for premises and equipment

 

(496

)

(918

)

(1,186

)

Proceeds from disposition of other real estate owned

 

1,232

 

1,866

 

1,321

 

Net cash provided by/ (used in) investing activities

 

38,430

 

(23,076

)

(91,367

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Net increase in deposits

 

11,188

 

21,882

 

56,092

 

Net increase (decrease) in overnight and short-term borrowings

 

(14,781

)

826

 

(8,882

)

Proceeds from long-term borrowings

 

294,350

 

80,130

 

113,465

 

Repayment of long-term borrowings

 

(320,129

)

(96,424

)

(73,841

)

Redemption of preferred stock

 

 

 

(30,000

)

Repurchase of warrant

 

 

 

(1,400

)

Proceeds from issuance of common stock

 

559

 

75

 

261

 

Payment for accelerated stock option cash out

 

(5,864

)

 

 

Tax benefit from exercise of stock options

 

1,940

 

21

 

88

 

Dividends on preferred stock

 

 

 

(892

)

Dividends on common stock

 

(3,561

)

(3,263

)

(3,130

)

Net cash (used in)/ provided by financing activities

 

(36,298

)

3,247

 

51,761

 

Net increase/ (decrease) in cash and cash equivalents

 

8,623

 

(6,051

)

(34,627

)

Cash and cash equivalents at beginning of year

 

14,779

 

20,830

 

55,457

 

Cash and cash equivalents at end of year

 

$

23,402

 

$

14,779

 

$

20,830

 

 

See accompanying notes to consolidated financial statements.

 

F-5



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements

 

(1)  Organization

 

Bancorp Rhode Island, Inc. (the “Company”), a Rhode Island corporation, is the holding company for Bank Rhode Island (the “Bank”). The Company has no significant assets other than the common stock of the Bank. For this reason, substantially all of the discussion in these Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements relates to the operations of the Bank and its subsidiaries.

 

The Bank is a commercial bank chartered as a financial institution in the State of Rhode Island. The Bank pursues a community banking mission and is principally engaged in providing banking products and services to businesses and individuals in Rhode Island and nearby areas of Massachusetts. The Bank is subject to competition from a variety of traditional and nontraditional financial service providers both within and outside of Rhode Island. The Bank offers its customers a wide range of business, commercial real estate, consumer and residential loans and leases, deposit products, nondeposit investment products, cash management, private banking and other banking products and services designed to meet the financial needs of individuals and small- to mid-sized businesses. The Bank also offers both commercial and consumer on-line banking products and maintains a web site at http://www.bankri.com. The Company and Bank are subject to the regulations of certain federal and state agencies and undergo periodic examinations by those regulatory authorities. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”), subject to regulatory limits. The Bank is also a member of the Federal Home Loan Bank of Boston (“FHLB”).

 

(2)  Summary of Significant Accounting Policies

 

Basis of Presentation — The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (“GAAP”) and to prevailing practices within the banking industry. The Company has one reportable operating segment. The following is a summary of the significant accounting and reporting policies used by management in preparing and presenting the consolidated financial statements.

 

Use of Estimates — In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. These estimates and assumptions are based on management’s estimates and judgment and are evaluated on an ongoing basis using historical experiences and other factors, including the current economic environment. Estimates and assumptions are adjusted when facts and circumstances dictate. Illiquid credit markets and declines in consumer spending have combined to increase the uncertainty inherent in management’s estimates and assumptions. As future events cannot be determined with precision, actual results could differ significantly from management’s estimates. Material estimates that are particularly susceptible to change relate to the determination of the allowance for loan and lease losses, evaluation of investments for other-than-temporary impairment, and income taxes.

 

Principles of Consolidation — At December 31, 2011 and 2010, the consolidated financial statements include the accounts of Bancorp Rhode Island, Inc., and its wholly-owned subsidiary, Bank Rhode Island, along with the Bank’s wholly-owned subsidiaries, BRI Investment Corp. (a Rhode Island passive investment company), Macrolease Corporation (an equipment financing company), Acorn Insurance Agency, Inc. (a licensed insurance agency) and BRI Realty Corp. (a real estate holding company). All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Cash and Cash Equivalents — For purposes of the consolidated statements of cash flows, the Company considers cash, due from banks, and federal funds sold to be cash equivalents. Cash flows relating to deposits are presented net in the statements of cash flows.

 

Securities — Debt securities can be classified as trading, available-for-sale or held-to-maturity. Securities are classified as trading and carried at fair value, with unrealized gains and losses included in earnings, if they are bought and held principally for the purpose of selling in the near term. Debt securities are classified as held-to-maturity and carried at amortized cost only if the Company has the positive intent and the ability to hold these securities to maturity. Securities not classified as either held-to-maturity or trading are classified as available-for-sale and reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity, net of estimated income taxes. As of December 31, 2011 and 2010, all of the Company’s investment securities were classified as available-for-sale. The Company performs regular analysis on the available-for-sale securities portfolio to determine whether a decline in fair value indicates that an investment is other-than-temporarily impaired. Management considers various factors in making these determinations including the length of time and extent to which the fair value has been less than amortized cost, projected future cash flows, credit subordination and the creditworthiness, capital adequacy and near-term prospects of the

 

F-6



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

issuers. Management also considers capital adequacy, interest rate risk, liquidity and business plans in assessing whether it is more likely than not that the Company will sell or be required to sell the securities before recovery.

 

If the Company determines that a decline in fair value is other-than-temporary and that it is more likely than not that the Company will not sell or be required to sell the security before recovery of its amortized cost, the credit portion of the impairment loss is recognized in earnings and the noncredit portion is recognized in accumulated other comprehensive income. The credit portion of the other-than-temporary impairment represents the difference between the amortized cost and the present value of the expected future cash flows of the security. If the Company determines that a decline in fair value is other-than-temporary and it is more likely than not that the Company will sell or be required to sell the security before recovery of its amortized cost, the entire difference between the amortized cost and the fair value of the security will be recognized in earnings. Continued adverse or further deteriorated economic and market conditions could result in additional losses from other-than-temporary impairment.

 

Interest income from debt securities is recorded on the accrual basis. Premiums and discounts on securities are amortized or accreted into income by the level yield method. Such amortization and accretion is recorded as an adjustment to interest income. FHLB stock is carried at cost. Dividend income from FHLB stock is recorded on the ex-dividend date. Gains and losses on the sale of securities are recognized at the time of sale on a specific identification basis.

 

Loans and Leases Receivable — Loans are stated at the principal amount outstanding, net of unamortized premiums and discounts and net of deferred loan fees and/or costs, which are amortized as an adjustment to yield over the life of the related loans. When loans and leases are paid-off, the unamortized portion of premiums, discounts or net fees is recognized into income. Interest income is accrued on a level yield basis over the life of the loan. Estimated residual values for leased equipment were not material at December 31, 2011 and 2010.

 

Leases that meet the direct finance lease criteria as defined by U.S. GAAP are recorded upon acceptance of the equipment by the customer. Unearned lease income represents the excess of the gross lease investment over the cost of the leased equipment, which is recognized over the lease term at a constant rate of return on the net investment in the lease.

 

Loan and lease origination fees, net of certain direct origination costs, and premiums and discounts on loans purchased are recognized in interest income over the lives of the loans using a method approximating the interest method.

 

The Company also originates leases for sale in the secondary market. Accordingly, these leases are classified as held for sale and are carried at the lower of cost or fair value, determined on an aggregate basis. These leases are generally sold on a non-recourse basis, with gains or losses recognized upon the sale of leases determined on a specific identification basis. There were no leases held for sale at year ended December 31, 2011 and 2010.

 

A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. Generally, nonperforming commercial loans and leases in excess of $100 thousand are deemed to be “impaired.” In addition, loans that have been modified as troubled debt restructurings, including residential mortgages and consumer loans regardless of dollar amount, are deemed to be impaired loans.

 

Impairment is measured on a discounted cash flow method using the original contractual interest rate, or at an observable market price, or at the fair value of the collateral if the loan is collateral dependent. When foreclosure is probable, impairment is measured based on the fair value of the collateral less estimated selling costs. In addition, the Bank classifies a loan or lease as an in-substance foreclosure when the Bank is in possession of the collateral prior to actually foreclosing.

 

The value of an impaired loan is measured based upon 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 and its payment is expected solely based on the underlying collateral.

 

In cases where a borrower experiences financial difficulties and the Company makes certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructured loan. In determining whether a debtor is experiencing financial difficulties, the Company considers, among other factors, if the debtor is in payment default or is likely to be in payment default in the foreseeable future without the modification, the debtor declared or is in the process of declaring bankruptcy, there is substantial doubt that the debtor will continue as a going concern, the debtor’s entity-specific projected cash flows will not be sufficient to service any of its debt, or the debtor cannot obtain funds from sources other than the existing creditors at market terms for debt with similar risk characteristics.

 

F-7



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

Modifications may include interest-rate reductions, short-term (defined as one year or less) changes in payment structure to interest-only payments, short-term extensions of the loan’s original contractual term or, less frequently, principal forgiveness, interest capitalization, forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of collateral. Typically, troubled debt restructurings are placed on nonaccrual status and reported as non-performing loans. Generally, a nonaccrual loan that is restructured remains on nonaccrual for a period of six months to demonstrate the borrower can meet the restructured terms; however, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of restructuring or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains classified as a nonaccrual loan. Loans restructured at an interest rate equal to or greater than that of a new loan with comparable risk at the time of the loan agreement is modified may be excluded from restructured loan disclosures in years subsequent to the restructuring if they are in compliance with the modified terms.

 

Loans and leases on which the accrual of interest has been discontinued are designated nonaccrual loans and leases. Accrual of interest income is discontinued when concern exists as to the collectability of principal or interest, or typically when a loan or lease becomes over 90 days delinquent. A loan or lease that is over 90 days delinquent may be excluded from nonaccrual status if no concern exists as to the collectability of principal or interest and it is both well secured and in the process of collection. When a loan or lease is placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period income. Loans and leases (including restructured loans) are removed from nonaccrual when they are current and when concern no longer exists as to the collectability of principal or interest (usually after all past due payments and six months of timely payments have been received).

 

Interest collected on nonaccruing and impaired loans and leases is either applied against principal or reported as income according to management’s judgment as to the collectability of principal. If management does not consider a loan or lease ultimately collectible within an acceptable time frame, payments are applied as principal to reduce the loan or lease balance. If full collection of the remaining recorded investment should subsequently occur, interest receipts are recorded as interest income on a cash basis. If the ultimate repayment of principal is expected in a timely manner, payments received on a nonaccrual loan or lease are applied to interest income on a cash basis. Recognition of interest on the cash basis is limited to the amount that would have been recognized on the recorded investment at the original contractual interest rate. Interest receipts in excess of this amount are recorded as recoveries until prior charge-offs to the allowance for loan and lease losses have been fully recovered.

 

Allowance for Loan and Lease Losses — The allowance for loan and lease losses is established for credit losses inherent in the loan and lease portfolio through a charge to earnings. The allowance for loan and lease losses is maintained at a level management considers appropriate to provide for the current inherent risk of loss based upon an evaluation of known and inherent risks in the loan and lease portfolio.

 

When management believes that the collectability of a loan or lease’s principal balance, or portions thereof, is unlikely, the principal amount is charged against the allowance for loan and lease losses. Recoveries on loans and leases that have been previously charged-off are credited to the allowance for loan and lease losses as received. Increases to the allowance for loan and leases are made by charges to provision for loan and lease losses.

 

Management performs a comprehensive review of the allowance for loan and lease losses on a quarterly basis. Management’s methodology to estimate loss exposure inherent in the portfolio includes an analysis of individual loans or leases deemed to be impaired, reserve allocations for various loan and lease types based on payment status or loss experience and an unallocated allowance that is maintained based on management’s assessment of many factors including, but not limited to, the growth, composition and quality of the loan and lease portfolio, historical loss experience, industry loss experience and general economic conditions. While determination of this portion of the allowance is a subjective process, it helps to minimize the risk related to the margin of imprecision inherent with the estimation of the allocated components of the allowance. The Company has not allocated the unallocated portion of the allowance to the loan segments because such an allocation would imply a degree of precision that does not exist.

 

In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution’s allowance for loan and lease losses. Such agencies may require the financial institution to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

 

Other Real Estate Owned — Other Real Estate Owned (“OREO”) consists of property acquired through foreclosure, real estate acquired through acceptance of a deed in lieu of foreclosure and loans determined to be substantively repossessed. Real

 

F-8



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

estate loans that are substantively repossessed include only those loans for which the Company has taken possession of the collateral, but has not completed legal foreclosure proceedings.

 

OREO, including real estate substantively repossessed, is stated at the lower of cost or fair value, minus estimated costs to sell, at the date of acquisition or classification to OREO status. Fair value of such assets is determined based on independent appraisals and other relevant factors. Any write-down to fair value at the time of foreclosure is charged to the allowance for loan and lease losses. A valuation allowance is maintained for known specific and potential market declines and for estimated selling expenses. Increases to the valuation allowance, expenses associated with ownership of these properties, and gains and losses from their sale, are reflected in operations as incurred. Realized gains and losses upon disposal are recognized as adjustments to noninterest income or noninterest expense.

 

Premises and Equipment — Land is carried at cost. Premises and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed primarily by the straight-line method over the estimated useful lives of the assets, or the terms of the leases if shorter.

 

Impairment of Long-Lived Assets except Goodwill — The Company reviews long-lived assets, including premises and equipment and other intangible assets, for impairment at least annually or whenever events or changes in business circumstances indicate that the remaining useful life may warrant revision or that the carrying amount of the long-lived asset may not be fully recoverable. The Company performs undiscounted cash flow analyses to determine if impairment exists. If impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less any costs of disposal.

 

Goodwill — Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is not amortized over an estimated life, but rather is tested at least annually for impairment. The Company evaluates goodwill for impairment by comparing the fair value of the Company to its carrying value, including goodwill. If the fair value of the Company exceeds the carrying value, goodwill is not deemed to be impaired. If the fair value is less than the carrying value, a further analysis is required to determine the amount of impairment, if any. Management preliminarily utilizes the Company’s market capitalization as a reasonable estimate of its fair value. Market capitalization, however, does not consider the value of a control premium (the premium a market participant would pay to own an entire company rather than a piece of the company). If the Company’s market capitalization is less than its carrying value, management assesses the fair value of the Company further using market value comparisons for similar institutions, such as price to earnings multiples, price to book value multiples and price to tangible book value multiples. The Company’s valuation technique utilizes verifiable market multiples, as well as subjective assessment and interpretation. The application of different market multiples, or changes in judgment as to which market transactions are reflective of the Company’s specific characteristics, could affect the conclusions reached regarding possible impairment. In the event that the Company was to determine that its goodwill was impaired, the recognition of an impairment charge could have an adverse impact on its results of operations in the period that the impairment occurred or on its financial position.

 

Bank-Owned Life Insurance — Bank-owned life insurance (“BOLI”) represents life insurance on the lives of certain current and former employees who have provided positive consent allowing the Bank to be the beneficiary of such policies. The Bank utilizes BOLI as tax-efficient financing for the Bank’s benefit obligations to its employees, including the Bank’s obligations under its Supplemental Executive Retirement Plans. Since the Bank is the primary beneficiary of the insurance policies, increases in the cash value of the policies, as well as insurance proceeds received, are recorded in noninterest income and are not subject to income taxes. BOLI is recorded at the cash value of the policies, less any applicable cash surrender charges, and is reflected as an asset in the accompanying consolidated balance sheets. The Bank reviews the financial strength of the insurance carriers prior to the purchase of BOLI to ensure minimum credit ratings of at least investment grade. The financial strength of the carriers is reviewed at least annually and BOLI with any individual carrier is limited to 10% of capital plus reserves.

 

Securities Sold Under Agreements to Repurchase — The Bank enters into sales of securities under agreements to repurchase with both the Bank’s commercial customers (“retail repurchase agreements”) and financial institutions (“wholesale repurchase agreements”). These agreements are treated as financings, and the obligations to repurchase securities sold are reflected as a liability in the consolidated balance sheets. Securities pledged as collateral under agreements to repurchase are reflected as assets in the accompanying consolidated balance sheets.

 

Employee Benefits — The Bank maintains a Section 401(k) savings plan for employees of the Bank and its subsidiaries. Under the plan, the Bank makes a matching contribution of the amount contributed by each participating employee, up to 4%

 

F-9



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

of the employee’s yearly salary, subject to Internal Revenue Service (“IRS”) limits. The Bank’s contributions are charged against current operations in the year made.

 

Share-Based Compensation — The Company maintains stock option plans as described more fully in Note 15 — Employee and Director Benefits. In accordance with U.S. GAAP, the grant date fair value of share-based awards (primarily stock options for the Company) is recognized as an expense in the income statement. Share-based awards requiring future service are recognized as compensation expense over the relevant service period. Share-based awards that do not require future service (“vested awards”) are expensed immediately. The Company estimates expected forfeitures in determining compensation expense.

 

Income Taxes — The Company recognizes income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are established for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense during the period that includes the enactment date. Income tax-related interest and penalties are classified as a component of income tax expense.

 

The Company evaluates its uncertain tax positions with a two-step process in accordance with U.S. GAAP. First, the Company determines whether it is more likely than not that an uncertain tax position will be sustained upon examination based on the technical merits of the position. Second, an uncertain tax position that meets the more likely than not threshold is measured to determine the amount of benefit to recognize in the financial statements. The position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Uncertain tax positions that previously failed to meet the more likely than not recognition threshold are recognized in the first subsequent reporting period in which the threshold is met. Previously recognized uncertain tax positions that no longer meet the more likely than not recognition threshold are derecognized in the first subsequent reporting period in which the threshold is no longer met.

 

Revenue Recognition — Interest and noninterest income is recognized on the accrual basis of accounting.

 

Comprehensive Income — Comprehensive income is defined as all changes to equity except investments by and distributions to shareholders. Net income is a component of comprehensive income, with all other components referred to in the aggregate as “other comprehensive income.”

 

Earnings Per Share — Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares and participating securities outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then share in the earnings of the entity.

 

Segment Reporting — An operating segment is defined as a component of a business for which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and evaluate performance. The Company’s primary business is banking, which provided substantially all of its total revenues and pre-tax income in 2011, 2010 and 2009. Accordingly, disaggregated segment information is not presented in the notes to the financial statements.

 

Guarantees — Standby letters of credit, excluding commercial letters of credit and other lines of credit, are considered guarantees of the Bank. The Bank enters into a standby letter of credit to guarantee performance of a customer to a third party. The credit risk involved is represented by the contractual amounts of those instruments. Under the standby letters of credit, the Bank is required to make payments to the beneficiary of the standby letters of credit upon request by the beneficiary so long as all performance criteria have been met. Most guarantees extend up to one year.

 

Pledged collateral including cash, accounts receivable, inventory, property, plant, equipment and real estate supported all standby letters of credit outstanding at December 31, 2011 and 2010. The collateral obtained is determined based on management’s credit evaluation of the customer. Should the Bank be required to make payments to the beneficiary of a letter of credit, repayment to the Bank is required. When cash collateral is present, the recourse provisions of the agreements allow the Bank to collect the cash used to collateralize the agreement. If any other business assets are used as collateral and cash is not available, the Bank creates a loan for the customer with the same criteria as its other lending activities. The standby letters

 

F-10



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

of credit and the fair value of customer guarantees and cash collateral supporting the standby letters of credit are not reflected on the balance sheet.

 

Interest Rate Swaps — The Company utilizes interest rate swap contracts to help commercial loan borrowers manage their interest rate risk. The interest rate swap contracts with commercial loan borrowers allow them to convert floating rate loan payments to fixed rate loan payments. When the Company enters into an interest rate swap contract with a commercial loan borrower, the Company concurrently enters into a mirror swap contract with a third party. The third party exchanges the client’s floating rate loan payments for fixed rate payments. The Company records assets and liabilities reflecting the fair value of both the customer and the third party agreements adjusted for credit valuations. The Company did not have derivative fair value hedges or derivative cash flow hedges at December 31, 2011 and December 31, 2010. See also Note 8 - Derivatives for further information.

 

Reclassifications — Certain amounts in the prior years’ financial statements may have been reclassified to conform to the current year’s presentation. Reclassifications did not have an effect on previously reported net income or total shareholders’ equity.

 

Recently Adopted and Recently Issued Accounting Pronouncements

 

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820):  Improving Disclosures about Fair Value Instruments.” ASU No. 2010-06 amends ASC 820 to require additional disclosures regarding fair value measurements. Specifically, the ASU requires entities to disclose the amounts and reasons for significant transfers between Level 1 and Level 2 of the fair value hierarchy, to disclose reasons for any transfers in or out of Level 3 and to separately disclose information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements. In addition, the ASU also amends ASC 820 to clarify certain existing disclosure requirements. Except for the requirement to disclose information about purchases, sales, issuances and settlements in the reconciliation of recurring Level 3 measurements separately, the amendments to ASC 820 made by ASU No. 2010-06 are effective for interim and annual reporting periods beginning after December 15, 2009. The requirement to separately disclose purchases, sales, issuances and settlements of recurring Level 3 measurements is effective for interim and annual reporting periods beginning after December 15, 2010. The adoption of ASU 2010-06 on January 1, 2011 did not have a material impact on the Company’s consolidated financial statements.

 

In July 2010, the FASB issued ASU No. 2010-20, “Receivables (Topic 320): Disclosures About the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” ASU No. 2010-20 amends ASC 310, “Receivables,” by requiring more robust and disaggregated disclosures about the credit quality of an entity’s financing receivables and its allowances for credit losses. An entity will be required to disclose the nature of credit risk associated with its financing receivables and the assessment of that risk in estimating its allowance for credit losses, as well as changes in the allowance and the reason for those changes. The new and amended disclosures required under ASC 2010-20 that relate to information as of the end of a reporting period are effective for public entities with fiscal years and interim reporting periods ending on or after December 15, 2010. The disclosures that include information for activity that occurs during a reporting period are effective for public companies with the fiscal years or the first interim period beginning after December 15, 2010. The adoption of ASU No. 2010-20 required significant expansion to the Company’s disclosures surrounding loans and leases receivable and the allowance for loan and lease losses. See Note 7, “Credit Quality of Loans and Leases and Allowance for Loans and Leases.”

 

In January 2011, the FASB issued ASU No. 2011-01, “Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20.” ASU No. 2011-01 deferred the effective date for the troubled debt restructuring (“TDR”) disclosures that are required by ASU No. 2010-20. In April 2011, the FASB issued ASU No. 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.” ASU No. 2011-02 provides additional guidance clarifying when the restructure of a receivable should be considered a TDR. Specifically, the ASU provides guidance in determining whether the creditor has granted a concession and whether the debtor is experiencing financial difficulty. The TDR disclosures are required upon the adoption of ASU No. 2011-02. Public entities are required to adopt ASU No. 2011-02 for interim and annual periods beginning on or after June 15, 2011 with early adoption permitted. For purposes of TDR disclosures, this ASU applies retrospectively to restructurings occurring on or after the beginning of the annual period of adoption. However, any changes in the method used to measure impairment apply prospectively. Beginning in the period ASU No. 2011-02 is adopted, public entities will also be subject to the requirements to disclose the activity-based information about TDRs under ASU No. 2010-20 that was previously deferred. The Company adopted these provisions of the ASU on July 1, 2011. The adoption of these provisions required

 

F-11



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

expansion of the Company’s disclosures surrounding troubled debt restructurings. See Note 7 — Credit Quality of Loans and Leases and Allowance for Loan and Lease Losses.

 

In April 2011, the FASB issued ASU No. 2011-03 “Reconsideration of Effective Control for Repurchase Agreements.”  The objective of this ASU is to improve the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. This ASU prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repurchase agreements. The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. Early adoption is not permitted. The Company has not yet evaluated the impact of this ASU on the Company’s financial statements.

 

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820).” ASU No. 2011-04 amends ASC 820 to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU No. 2011-04 includes amendments that clarify the intent of the application of existing fair value measurement requirements, expands existing disclosure requirements for fair value measurements and prohibits the application of block discounts for all fair value measurements. This ASU is effective for interim and annual periods beginning after December 15, 2011 and is required to be applied prospectively. The Company does not expect the adoption of ASU No. 2011-04 to have a material impact on the Company’s consolidated financial statements.

 

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220).” ASU No. 2011-05 revises the manner in which entities present comprehensive income in their financial statements. The new guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity and requires presentation in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of ASU No. 2011-05 will change the manner in which the Company presents other comprehensive income in its consolidated financial statements, but will have no financial impact on the Company’s consolidated financial statements.

 

In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment (Topic 350).” ASU No. 2011-08 permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than the carrying amount before applying the two-step goodwill impairment test. If an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not be required to perform the two-step impairment test for that reporting unit. This ASU is effective for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2011 with early adoption permitted. The Company does not expect the adoption of ASU No. 2011-08 to have a material impact on the Company’s consolidated financial statements.

 

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities (Topic 210).” ASU 2011-11 requires an entity to disclose information about offsetting and related arrangements to enable users of financial statements to understand the effect of those arrangements on its financial position, and to allow investors to better compare financial statements prepared under U.S. GAAP with financial statements prepared under IFRS. The new standards are effective for annual periods beginning January 1, 2013, and interim periods within those annual periods. Retrospective application is required. The Company is currently assessing the impact on the Company’s financial statements and will implement the provisions of ASU 2011-11 as of January 1, 2013.

 

(3)   Business Combinations

 

On March 1, 1996, the Bank acquired certain assets and assumed certain liabilities from Fleet Financial Group, Inc. and other related entities. This acquisition was accounted for utilizing the purchase method of accounting and generated $17.5 million of goodwill. This goodwill was amortized in the years prior to 2002, resulting in a net balance of $10.8 million.

 

On May 1, 2005, the Bank acquired certain operating assets from Macrolease International Corporation. This acquisition was accounted for utilizing the purchase method of accounting and generated $1.5 million of goodwill. In connection with the Macrolease acquisition, the Company issued 40,049 shares of common stock based upon Macrolease achieving certain performance targets. These shares were issued based on a performance period from the date of acquisition on April 29, 2005 through April 30, 2010. The performance period through which contingent shares were available ended April 30, 2010 and, thus, no further shares will be issued under the agreement.

 

F-12



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

(4)  Restrictions on Cash and Due from Banks

 

The Bank is required to maintain average reserve balances in a noninterest-bearing account with the Federal Reserve Bank based upon a percentage of certain deposits and in accordance with a compensating balance agreement. As of December 31, 2011 and 2010, the average amount required to be held was $3.7 million and $3.1 million, respectively.

 

(5)  Available-for-Sale Securities

 

The Company categorizes available-for-sale securities by major category. Major categories are determined by the nature and risks of the securities and consider, among other things, the issuing entity, type of investment and underlying collateral. The Company categorizes securities issued by the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association and Federal Farm Credit Banks Funding Corporation as government-sponsored enterprise (“GSE”) securities.

 

A summary of available-for-sale securities follows:

 

 

 

Amortized

 

Unrealized

 

Fair

 

 

 

Cost(1)

 

Gains

 

Losses

 

Value

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2011:

 

 

 

 

 

 

 

 

 

GSE obligations

 

$

65,995

 

$

161

 

$

 

$

66,156

 

Trust preferred collateralized debt obligations

 

184

 

 

 

184

 

Collateralized mortgage obligations

 

15,846

 

195

 

(415

)

15,626

 

GSE mortgage-backed securities

 

220,590

 

10,064

 

 

230,654

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

302,615

 

$

10,420

 

$

(415

)

$

312,620

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2010:

 

 

 

 

 

 

 

 

 

GSE obligations

 

$

80,992

 

$

436

 

$

(394

)

$

81,034

 

Trust preferred collateralized debt obligations

 

1,518

 

 

(956

)

562

 

Collateralized mortgage obligations

 

28,885

 

517

 

(1,234

)

28,168

 

GSE mortgage-backed securities

 

246,007

 

6,076

 

(1,822

)

250,261

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

357,402

 

$

7,029

 

$

(4,406

)

$

360,025

 

 


(1)  Amortized cost is net of other-than-temporary impairment write-downs.

 

The following table sets forth certain information regarding temporarily impaired available-for-sale securities:

 

 

 

Less than One Year

 

One Year or Longer

 

Total

 

 

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

 

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

 

 

 

(In thousands)

 

At December 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

GSE obligations

 

$

 

$

 

$

 

$

 

$

 

$

 

Trust preferred collateralized debt obligations

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

932

 

(15

)

4,686

 

(400

)

5,618

 

(415

)

GSE mortgage-backed securities

 

 

 

 

 

 

 

Total

 

$

932

 

$

(15

)

$

4,686

 

$

(400

)

$

5,618

 

$

(415

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2010:

 

 

 

 

 

 

 

 

 

 

 

 

 

GSE obligations

 

$

39,599

 

$

(394

)

$

 

$

 

$

39,599

 

$

(394

)

Trust preferred collateralized debt obligations

 

 

 

562

 

(956

)

562

 

(956

)

Collateralized mortgage obligations

 

1,912

 

(12

)

7,896

 

(1,222

)

9,808

 

(1,234

)

GSE mortgage-backed securities

 

60,592

 

(1,822

)

 

 

60,592

 

(1,822

)

Total

 

$

102,103

 

$

(2,228

)

$

8,458

 

$

(2,178

)

$

110,561

 

$

(4,406

)

 

F-13



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

At December 31, 2011 and 2010, respectively, $227.7 million and $245.8 million of available-for-sale securities were pledged as collateral for repurchase agreements, municipal deposits, treasury, tax and loan deposits, swap agreements, current and future Federal Home Loan Bank of Boston (“FHLB”) borrowings and future Federal Reserve “discount window” borrowings.

 

The Company performs regular analysis on the available-for-sale securities portfolio to determine whether a decline in fair value indicates that an investment is other-than-temporarily impaired. In making these other-than-temporary determinations, management considers, among other factors, the length of time and extent to which the fair value has been less than amortized cost, projected future cash flows, third party guarantees (if applicable), sector credit ratings and the creditworthiness, capital adequacy and near-term prospects of the issuers. In addition, management considers current levels of subordination (if applicable) and projected delinquencies, loss severity and prepayments in its other-than-temporary impairment determinations for collateralized mortgage obligations and GSE mortgage-backed securities. Management also considers the Company’s capital adequacy, interest rate risk, liquidity and business plans in assessing whether it is more likely than not that the Company will sell or be required to sell the securities before recovery.

 

If the Company determines that a decline in fair value is other-than-temporary and that it is more likely than not that the Company will not sell or be required to sell the security before recovery of its amortized cost, the credit portion of the impairment loss is recognized in earnings and the noncredit portion is recognized in accumulated comprehensive income. The credit portion of the other-than-temporary impairment represents the difference between the amortized cost and the present value of the expected future cash flows of the security. If the Company determines that a decline in fair value is other-than-temporary and it will more likely than not sell or be required to sell the security before recovery of its amortized cost, the entire difference between the amortized cost and the fair value of the security will be recognized in earnings.

 

The Company has held two collateralized debt obligations (“CDO A” and “CDO B”). Because of significant declines in value in 2010 and 2011, they were evaluated for other-than-temporary impairment by management in 2010 and 2011. Due to tax loss carryforwards that were set to expire in 2011 and 2012, management determined in the fourth quarter of 2011 that it had the intent to sell these securities in order to recognize these tax benefits. CDO A remains on the Company’s books at December 31, 2011 and, due to management’s intent to sell, has been written down to fair market value as determined in accordance with the Company’s accounting policies. CDO B was sold prior to December 31, 2011.

 

As a result of management’s intent to sell, the Company recorded in 2011 an additional $318 thousand in non-credit related impairment charges related to CDO A. The total impairment on this security was $783 thousand at December 31, 2011, included in that impairment was $484 thousand of credit-related impairment charges, which were taken in prior periods.

 

The following table provides a reconciliation of the beginning and ending balances for credit losses on debt securities for which a portion of an other-than-temporary impairment was recognized in other comprehensive income:

 

F-14



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

 

 

Credit Component of Other-Than-
Temporary Impairment Losses For
Which a Portion Was Recognized in
Other Comprehensive Income

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

Balance at January 1,

 

$

(1,416

)

$

(384

)

Credit losses for which an other-than-temporary impairment was not previously recognized

 

 

(1,032

)

Reduction for sale of CDO B during the period

 

932

 

 

Reduction for management’s intent to sell CDO A

 

484

 

 

Balance at December 31,

 

 

(1,416

)

 

The following table sets forth the contractual maturities of available-for-sale securities:

 

 

 

 

 

 

 

After One, But

 

After Five, But

 

 

 

 

 

 

 

Less Than One Year

 

Within Five Years

 

Within Ten Years

 

After Ten Years

 

 

 

 

 

Fair

 

 

 

Fair

 

 

 

Fair

 

 

 

Fair

 

 

 

Cost(1)

 

Value

 

Cost(1)

 

Value

 

Cost(1)

 

Value

 

Cost(1)

 

Value

 

 

 

(In thousands)

 

At December 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GSE obligations

 

$

16,000

 

$

16,012

 

$

49,995

 

$

50,144

 

$

 

$

 

$

 

$

 

Trust preferred securities

 

 

 

 

 

 

 

184

 

184

 

Collateralized mortage obligations

 

 

 

601

 

608

 

8,444

 

8,618

 

6,801

 

6,401

 

GSE mortgage-backed securities

 

 

 

1,395

 

1,494

 

15,418

 

16,298

 

203,777

 

212,861

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

16,000

 

$

16,012

 

$

51,991

 

$

52,246

 

$

23,862

 

$

24,916

 

$

210,762

 

$

219,446

 

At December 31, 2010:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GSE obligations

 

$

 

$

 

$

70,997

 

$

71,076

 

$

9,995

 

$

9,957

 

$

 

$

 

Trust preferred securities

 

 

 

 

 

 

 

1,518

 

562

 

Collateralized mortage obligations

 

 

 

 

 

15,059

 

15,426

 

13,827

 

12,743

 

GSE mortgage-backed securities

 

 

 

2,220

 

2,315

 

10,396

 

11,055

 

233,390

 

236,891

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

 

$

 

$

73,217

 

$

73,391

 

$

35,450

 

$

36,438

 

$

248,735

 

$

250,196

 

 


(1) Represents amortized cost of the available for sale securities, net of other-than-temporary impairment write-downs.

 

The following table presents information relating to the gains and losses from sales of available-for-sale securities:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

(In thousands)

 

Amortized cost of available for sale securities sold

 

$

5,911

 

$

24,690

 

$

1,819

 

Gains (losses) realized on sales of available for sale securities

 

(644

)

1,260

 

61

 

Net proceeds from sales of available for sale securities

 

$

5,267

 

$

25,950

 

$

1,880

 

 

F-15



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

(6)          Loans and Leases Receivable

 

The following is a summary of loans and leases receivable:

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

 

 

 

 

 

 

Commercial loans and leases:

 

 

 

 

 

Commercial real estate — nonowner occupied

 

$

235,499

 

$

200,809

 

Commercial real estate — owner occupied

 

173,652

 

179,766

 

Commercial and industrial

 

168,748

 

157,879

 

Multifamily

 

98,650

 

79,934

 

Small business

 

58,901

 

62,841

 

Construction

 

14,621

 

30,349

 

Leases and other (1)

 

77,619

 

73,054

 

 

 

 

 

 

 

Subtotal

 

827,690

 

784,632

 

 

 

 

 

 

 

Unearned lease income

 

(5,704

)

(6,159

)

 

 

 

 

 

 

Net deferred loan origination costs

 

1,923

 

1,791

 

 

 

 

 

 

 

Total commercial loans and leases

 

823,909

 

780,264

 

 

 

 

 

 

 

Residential mortgage loans:

 

 

 

 

 

One- to four-family adjustable rate

 

94,688

 

106,341

 

One- to four-family fixed rate

 

50,227

 

57,948

 

 

 

 

 

 

 

Subtotal

 

144,915

 

164,289

 

 

 

 

 

 

 

Premium on loans acquired

 

487

 

598

 

Net deferred loan origination fees

 

(36

)

(10

)

 

 

 

 

 

 

Total residential mortgage loans

 

145,366

 

164,877

 

 

 

 

 

 

 

Consumer and other loans:

 

 

 

 

 

Home equity — term loans

 

112,081

 

125,114

 

Home equity — lines of credit

 

84,026

 

82,778

 

Unsecured and other

 

1,180

 

1,511

 

 

 

 

 

 

 

Subtotal

 

197,287

 

209,403

 

 

 

 

 

 

 

Net deferred loan origination costs

 

842

 

945

 

 

 

 

 

 

 

Total consumer and other loans

 

198,129

 

210,348

 

 

 

 

 

 

 

Total loans and leases receivable

 

$

1,167,404

 

$

1,155,489

 

 


(1) There were no leases held for sale at December 31, 2011 and December 31, 2010.

 

The Bank’s commercial and consumer lending activities are conducted principally in the State of Rhode Island and, to a lesser extent, in nearby areas of Massachusetts. The Bank’s equipment lease financing subsidiary, Macrolease, is based in Long Island, NY, with borrowers located throughout the United States. From time to time, the Bank purchases one- to four-family residential mortgage loans and commercial leases from third party originators. These loans and leases may have been originated from areas outside of New England. The Bank originates commercial real estate loans, commercial and industrial loans, multifamily residential loans, equipment leases, residential mortgage loans and consumer loans (principally home equity loans and lines of credit) for its portfolio. Most loans made by the Bank are secured by borrowers’ personal or business assets.

 

The Bank considers a concentration of credit risk to exist when the aggregate credit exposure to a borrower or group of borrowers in a single industry within a geographical region exceeds 25% of the Bank’s capital plus reserves. At December 31, 2011, the Bank did not have a concentration of credit risk. The ability of the Bank’s residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the area they reside.

 

Commercial borrowers’ ability to repay is generally dependent upon the general health of the economy and in cases of real estate loans, the real estate sector in particular. Accordingly, the ultimate collectibility of a substantial portion of the

 

F-16



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

Bank’s loan portfolio is susceptible to changing conditions in the Rhode Island economy in particular, and the New England, northeast and national economies, in general.

 

The Bank’s lending limit to any single borrowing relationship is limited by law to approximately $24.1 million. At December 31, 2011, the Bank had no outstanding commitments to any single borrowing relationship that were in excess of $14.8 million.

 

Loans outstanding to executive officers and directors of the Company, including their immediate families and affiliated companies (“related parties”), are made in the ordinary course of business under normal credit terms, including interest rates and collateral, prevailing at the time of origination for comparable transactions with other unaffiliated persons, and do not represent more than normal credit risk. These loans comply with the provisions of Regulation O under the Federal Reserve Act and, accordingly, are permissible under Section 402 of the Sarbanes-Oxley Act of 2002. An analysis of the activity of these loans is as follows:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

Balance at beginning of year

 

$

8,616

 

$

8,361

 

Additions

 

4

 

7,285

 

Repayments

 

(350

)

(7,030

)

Net adjustment due to changes in designated parties (1)

 

(5,422

)

0

 

Balance at end of year

 

$

2,848

 

$

8,616

 

 


 

(1)

Due to changes in the designated executive officer and directors’ population during 2011, December 31, 2010 loan balances totaling $5.7 million were eliminated and additional loan balances totaling $346 thousand were added.

 

The Bank routinely enters into loan and lease participations with third parties. In accordance with U.S. GAAP, these participations are accounted for as sales and, therefore, are not included in the Company’s consolidated financial statements. In some cases, the Bank has continuing involvement with the loan and lease participations in the form of servicing. Servicing of the loan and lease participations typically involves collecting principal and interest payments and monitoring delinquencies on behalf of the assigned party of the participation. The Bank typically receives just and adequate compensation for its servicing responsibilities. As such, there are no servicing assets or liabilities recorded in the Company’s consolidated financial statements at December 31, 2011 or December 31, 2010.

 

Through its Macrolease platform, the Bank has a recourse obligation under a lease sale agreement for up to 8.0% of the original sold balance of approximately $9.8 million. Historically, delinquency rates for the lease portfolio have been significantly less than 8.0%. At December 31, 2011 and December 31, 2010, a liability for the recourse obligation of $26 thousand and $61 thousand, respectively, was included in the Company’s consolidated financial statements.

 

(7)          Credit Quality of Loans and Leases and Allowance for Loan and Lease Losses

 

At December 31, 2011, there were $17.9 million of nonaccrual loans and leases in the portfolio. There were $5.4 million of loans past due 60 to 89 days at December 31, 2011. At December 31, 2011, the Bank had no commitments to lend additional funds to borrowers whose loans were on nonaccrual. This compares to $16.5 million of nonaccrual loans and $2.4 million of loans past due 60 to 89 days as of December 31, 2010.

 

F-17



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

The following table sets forth information pertaining to the Company’s recorded investment of loans and leases accounted for on a nonaccrual basis and past due 90 days or more, but still accruing.

 

 

 

December 31, 2011

 

December 31, 2010

 

 

 

Nonaccrual

 

90+
Days,
Still
Accruing

 

Total

 

Nonaccrual

 

90+
Days,
Still
Accruing

 

Total

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans and leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate — nonowner occupied

 

$

684

 

$

 

$

684

 

$

 

$

 

$

 

Commercial real estate — owner occupied

 

3,035

 

 

3,035

 

5,272

 

 

5,272

 

Commercial and industrial

 

2,795

 

 

2,795

 

2,462

 

 

2,462

 

Multifamily

 

2,656

 

 

2,656

 

717

 

 

717

 

Small business

 

1,348

 

 

1,348

 

1,090

 

 

1,090

 

Construction

 

 

 

0

 

470

 

 

470

 

Leases and other

 

338

 

 

338

 

581

 

 

581

 

Total commercial loans and leases

 

10,856

 

 

10,856

 

10,592

 

 

10,592

 

Residential mortgage loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

One- to four-family adjustable rate

 

5,059

 

 

5,059

 

4,089

 

 

4,089

 

One- to four-family fixed rate

 

910

 

 

910

 

956

 

 

956

 

Total residential mortgage loans

 

5,969

 

 

5,969

 

5,045

 

 

5,045

 

Consumer and other loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity — term loans

 

972

 

 

972

 

826

 

 

826

 

Home equity — lines of credit

 

145

 

 

145

 

50

 

 

50

 

Total consumer and other loans

 

1,117

 

 

1,117

 

876

 

 

876

 

Total nonperforming loans and leases

 

$

17,942

 

$

 

$

17,942

 

$

16,513

 

$

 

$

16,513

 

 

F-18



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

The following table sets forth information pertaining to the Company’s recorded investment of past due loans and leases.

 

 

 

December 31, 2011

 

 

 

30-59
Days
Past
Due

 

60-89
Days
Past
Due

 

90+
Days
Past
Due (1)

 

Total

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Commercial loans and leases:

 

 

 

 

 

 

 

 

 

Commercial real estate — nonowner occupied

 

$

2,491

 

$

64

 

$

 

$

2,555

 

Commercial real estate — owner occupied

 

2,525

 

2,884

 

 

5,409

 

Commercial and industrial

 

90

 

700

 

 

790

 

Construction

 

1,508

 

 

 

1,508

 

Multifamily

 

269

 

 

 

269

 

Small business

 

612

 

1,025

 

 

1,637

 

Leases and other

 

329

 

92

 

 

421

 

Total past due commercial loans and leases

 

7,824

 

4,765

 

 

12,589

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans:

 

 

 

 

 

 

 

 

 

One- to four-family adjustable

 

302

 

525

 

 

827

 

One- to four family fixed rate

 

 

 

 

 

Total past due residential mortgage loans

 

302

 

525

 

 

827

 

Consumer and other loans:

 

 

 

 

 

 

 

 

 

Home equity — term loans

 

439

 

152

 

 

591

 

Home equity — lines of credit

 

388

 

 

 

388

 

Unsecured and other

 

 

 

 

 

Total past due consumer and other loans

 

827

 

152

 

 

979

 

Total past due loans and leases

 

$

8,953

 

$

5,442

 

$

 

$

14,395

 

 

 

 

December 31, 2010

 

 

 

30-59
Days
Past
Due

 

60-89
Days
Past
Due

 

90+
Days
Past
Due (1)

 

Total

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Commercial loans and leases:

 

 

 

 

 

 

 

 

 

Commercial real estate — nonowner occupied

 

$

282

 

$

143

 

$

 

$

425

 

Commercial real estate — owner occupied

 

832

 

 

 

832

 

Commercial and industrial

 

346

 

204

 

 

550

 

Multifamily

 

299

 

661

 

 

960

 

Small business

 

812

 

180

 

 

992

 

Leases and other

 

1,053

 

711

 

 

1,764

 

Total past due commercial loans and leases

 

3,624

 

1,899

 

 

5,523

 

Residential mortgage loans:

 

 

 

 

 

 

 

 

 

One- to four-family adjustable

 

2,005

 

415

 

 

2,420

 

One- to four family fixed rate

 

142

 

 

 

142

 

Total past due residential mortgage loans

 

2,147

 

415

 

 

2,562

 

Consumer and other loans:

 

 

 

 

 

 

 

 

 

Home equity — term loans

 

398

 

115

 

 

513

 

Home equity — lines of credit

 

299

 

 

 

299

 

Unsecured and other

 

7

 

 

 

7

 

Total past due consumer and other loans

 

704

 

115

 

 

819

 

Total past due loans and leases

 

$

6,475

 

$

2,429

 

$

 

$

8,904

 

 


(1)                     90+ Days Past Due includes only those loans and leases that are still accruing. All other loans and leases 90 days or more are included as a component of nonaccrual loans and leases.

 

The Company maintains an allowance for loan and lease losses sufficient to absorb probable losses in its loan and lease portfolios. Arriving at an appropriate level of allowance for loan and lease losses requires the creation and maintenance of a risk rating system that accurately classifies all loans and leases by category and further by degree of credit risk. A specified level of allowance is established within each classification and is based upon statistical analysis of loss trends, historical

 

F-19



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

migration and delinquency patterns, anticipated trends in the loan and lease portfolios and industry standards and trends. The levels of allowance within each classification are subject to periodic reviews and, therefore, are subject to change.

 

Generally, commercial loans and leases are individually risk rated on a scale of 1 through 7. Ratings 1 through 5 are considered “pass,” or satisfactory credit exposures. Ratings 6, or “special mention,” and 7, or “substandard,” are negative ratings and loans and leases with these ratings are considered “watch list” assets. Loans and leases categorized as special mention have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects of the loan or lease at some future date. Loans and leases categorized as substandard are inadequately protected by the payment capacity of the obligor or by the collateral pledged, if any. Substandard loans and leases have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

 

A reserve percentage is assigned to each risk rating category based on the perceived risk of default and loss in conjunction with the Company’s historical loss experience. At December 31, 2011 and 2010, the reserve percentages ranged from 0.00% to 1.50% for pass-rated loans and leases. Special mention and substandard loans and leases were assigned reserve percentages of 5.00% and 15.00%, respectively. Macrolease-generated loans and leases and small business loans are excluded from the aforementioned commercial risk rating scale. In 2011, pass rated loans and leases generated by Macrolease are reserved at 0.85% while special mention and substandard loans and leases are reserved at 25.00%.  In 2010, all Macrolease generated loans and leases were reserved for at 1.00%.  In 2011, pass rated small business loans are reserved at 1.50% while special mention and substandard small business loans are reserved at 40.00%. In 2010, all small business loans were reserved for at 2.00%.

 

Risk classifications for residential mortgage loans are stratified initially by type of loan. At December 31, 2011 and 2010, current fixed rate loans were reserved at 0.40%, while current adjustable rate mortgage (“ARM”) loans were reserved at 1.00%. Additionally, these loans are classified by delinquency, ranging from one payment delinquent to four or more payments delinquent. The reserve percentages for delinquent residential mortgage loans ranged from 2.00% to 25.00% at December 31, 2011 and 2010.

 

Consumer and other loans are also classified by type of loan. At December 31, 2011 and 2010, home equity term loans in which the Bank has a subordinated interest and home equity lines of credit were reserved at 0.90%. Home equity term loans in which the Bank has a first position interest are reserved for based on delinquency status, ranging from 0.40% for current loans to 25.00% for loans that are over 90 days delinquent at December 31, 2011 and 2010. Unsecured and other consumer loans are reserved at 7.00% and 2.00%, respectively, at both December 31, 2011 and 2010. Loans that are fully secured by depository accounts at the Bank are not reserved for.

 

Generally, nonperforming commercial loans and leases in excess of $100 thousand are deemed to be “impaired.” In addition, loans that have been modified as troubled debt restructurings, including residential mortgage and consumer loans regardless of dollar amount, are deemed to be impaired loans. Loans and leases deemed to be impaired are individually reviewed and a specific reserve is established rather than collectively reserved for based on risk rating profile. The reserves for impaired loans and leases are determined by using an observable market price for the loans and leases or the present value of the expected future cash flows. If the loan is collateral-dependent, an analysis of the fair value of the collateral including costs to sell is used as a basis for the reserve.

 

The management portion of the reserve is the most difficult to quantify. It is maintained to protect against probable, yet unexpected losses, which may include a larger loss or allocation on a loan or lease than is covered by the normal reserve percentage for that asset. It is not practical to quantify a specific amount for this portion of the allowance for loan and lease losses. Rather, an acceptable range is sought. Factors that bring a level of uncertainty to probable losses in the Bank’s portfolio include, but are not limited to, economic and interest rate uncertainty, real estate market uncertainty, large relationship exposures and industry concentrations. A management reserve range of 0.08% to 0.20% of loans and leases is supported by these factors. The management reserve at December 31, 2011 was 0.21% of total loans and leases due to the large increase in loans individually evaluated for impairment. Many of these loans were assigned a specific reserve of zero based on the collateral analysis or results of the discounted cash flow model. Since these impaired loans inherently carry a high degree of credit risk that is not currently quantifiable in the specific reserve, a larger unallocated reserve is appropriate.

 

Early identification and reclassification of deteriorating credits is a critical component of the Company’s ongoing evaluation process and includes a formal analysis of the allowance each quarter, which considers, among other factors, the character and size of the loan and lease portfolio, charge-off experience, delinquency and nonperforming loan and lease patterns, business and economic conditions and other asset quality factors. These factors are based on observable information

 

F-20



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

as well as subjective assessment and interpretation. Besides numerous subjective judgments as to the number of categories, appropriate level of allowance with respect to each category and judgments as to categorization of any individual loan or lease, additional subjective judgments are involved when ascertaining the probability, as well as, the extent of any probable losses.

 

While management evaluates currently available information in establishing the allowance for loan and lease losses, future additions to the allowance may be necessary if conditions differ substantially from the assumptions used in making evaluations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution’s allowance for loan and lease losses and carrying amounts of other real estate owned. Such agencies may require the financial institution to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination.

 

Loans and leases deemed uncollectible are charged against the allowance for loan and lease losses, while recoveries of amounts previously charged-off are added to the allowance for loan and lease losses. Generally, amounts are charged-off once the probability of loss has been established, with consideration given to such factors as the customer’s financial condition, underlying collateral and guarantees, and general and industry economic conditions. Additionally, in accordance with certain regulatory guidance, residential mortgage and home equity loans are charged-off after 120 days of cumulative delinquency. Home equity lines of credit are charged-off after 180 days of cumulative delinquency.

 

An analysis of the activity in the allowance for loan and lease losses is as follows:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

18,654

 

$

16,536

 

$

14,664

 

Loans and leases charged off:

 

 

 

 

 

 

 

Commercial loans and leases

 

(3,984

)

(3,730

)

(5,187

)

Residential mortgage loans

 

(1,222

)

(1,080

)

(2,344

)

Consumer and other loans

 

(162

)

(352

)

(658

)

Total loans and leases charged-off

 

(5,368

)

(5,162

)

(8,189

)

Recoveries of loans and leases previously charged-off:

 

 

 

 

 

 

 

Commercial loans and leases

 

338

 

382

 

97

 

Residential mortgage loans

 

35

 

12

 

8

 

Consumer and other loans

 

35

 

26

 

39

 

Total recoveries of loans and leases previously charged-off

 

408

 

420

 

144

 

Net charge-offs

 

(4,960

)

(4,742

)

(8,045

)

Provision for loan and lease losses

 

4,448

 

6,860

 

9,917

 

Balance at end of year

 

$

18,142

 

$

18,654

 

$

16,536

 

 

While the Company’s reserve percentages may have changed during the reporting periods, there were no changes to the Company’s accounting policies or reserve methodology and, thus, no quantitative impact on the Company’s consolidated financial statements.

 

The following table reflects the components of the allowance for loan and lease losses.

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

(In thousands)

 

Reserve on loans collectively evaluated for impairment

 

$

13,950

 

$

15,467

 

$

13,208

 

Reserve on loans individually evaluated for impairment

 

1,770

 

1,364

 

2,045

 

Unallocated reserve

 

2,422

 

1,823

 

1,283

 

 

 

 

 

 

 

 

 

Allowance for loan and lease losses

 

$

18,142

 

$

18,654

 

$

16,536

 

 

F-21



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

During 2009, the Company sold loans and leases from the Macrolease portfolio totaling $10 million. The sale resulted in a gain of $293 thousand. During 2010 and 2011, there were no significant purchases, sales or reclassifications of loans and/or leases to held for sale.

 

The following tables set forth information pertaining to the recorded investment of loans and leases that are collectively and individually evaluated for impairment and the related balance in the allowance for loan and lease losses.

 

 

 

Individually Evaluated for
Impairment

 

Collectively Evaluated for
Impairment

 

 

 

Recorded
Investment

 

Allowance
for Loan
and Lease
Losses

 

Recorded
Investment

 

Allowance
for Loan
and Lease
Losses

 

 

 

(In thousands)

 

At December 31, 2011:

 

 

 

 

 

 

 

 

 

Commercial loans and leases:

 

 

 

 

 

 

 

 

 

Commercial real estate — nonowner occupied

 

$

5,322

 

$

60

 

$

230,177

 

$

3,169

 

Commercial real estate — owner occupied

 

11,451

 

633

 

162,201

 

2,393

 

Commercial and industrial

 

3,629

 

614

 

165,119

 

2,308

 

Multifamily

 

2,656

 

116

 

95,994

 

1,229

 

Small business

 

481

 

243

 

58,420

 

1,137

 

Construction

 

108

 

 

14,513

 

213

 

Leases and other

 

245

 

 

71,670

 

523

 

Total commercial loans and leases

 

23,892

 

1,666

 

798,094

 

10,972

 

Residential mortgage loans:

 

 

 

 

 

 

 

 

 

One- to four-family adjustable rate

 

4,622

 

7

 

90,066

 

1,157

 

One- to four-family fixed rate

 

588

 

 

49,639

 

280

 

Total residential mortgage loans

 

5,210

 

7

 

139,705

 

1,437

 

Consumer and other loans:

 

 

 

 

 

 

 

 

 

Home equity — term loans

 

1,090

 

97

 

110,991

 

665

 

Home equity — lines of credit

 

145

 

 

83,881

 

755

 

Unsecured and other

 

 

 

1,180

 

121

 

Total consumer and other loans

 

1,235

 

97

 

196,052

 

1,541

 

Premium on loans acquired

 

 

 

487

 

 

Net deferred loan origination costs

 

 

 

2,729

 

 

Total loans and leases

 

$

30,337

 

$

1,770

 

$

1,137,067

 

$

13,950

 

 

F-22



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

 

 

Individually Evaluated for
Impairment

 

Collectively Evaluated for
Impairment

 

 

 

Recorded
Investment

 

Allowance
for Loan
and Lease
Losses

 

Recorded
Investment

 

Allowance
for Loan
and Lease
Losses

 

 

 

(In thousands)

 

At December 31, 2010

 

 

 

 

 

 

 

 

 

Commercial loans and leases:

 

 

 

 

 

 

 

 

 

Commercial real estate — nonowner occupied

 

$

 

$

 

$

200,809

 

$

2,700

 

Commercial real estate — owner occupied

 

5,272

 

392

 

174,494

 

3,462

 

Commercial and industrial

 

2,288

 

287

 

155,591

 

2,323

 

Multifamily

 

717

 

108

 

79,217

 

1,387

 

Small business

 

462

 

141

 

62,379

 

1,318

 

Construction

 

470

 

220

 

29,879

 

452

 

Leases and other

 

125

 

108

 

66,770

 

472

 

Total commercial loans and leases

 

9,334

 

1,256

 

769,139

 

12,114

 

Residential mortgage loans:

 

 

 

 

 

 

 

 

 

One- to four-family adjustable rate

 

4,017

 

7

 

102,324

 

1,313

 

One- to four-family fixed rate

 

23

 

 

57,925

 

460

 

Total residential mortgage loans

 

4,040

 

7

 

160,249

 

1,773

 

Consumer and other loans:

 

 

 

 

 

 

 

 

 

Home equity — term loans

 

906

 

101

 

124,208

 

721

 

Home equity — lines of credit

 

42

 

 

82,736

 

745

 

Unsecured and other

 

 

 

1,511

 

114

 

Total consumer and other loans

 

948

 

101

 

208,455

 

1,580

 

Premium on loans acquired

 

 

 

598

 

 

Net deferred loan origination costs

 

 

 

2,726

 

 

Total loans and leases

 

$

14,322

 

$

1,364

 

$

1,141,167

 

$

15,467

 

 

The following tables set forth information pertaining to the unpaid principal and the recorded investment for impaired loan and leases both requiring a specific reserve and not requiring a specific reserve.

 

F-23



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

 

 

December 31, 2011

 

 

 

Requiring a
Specific
Reserve

 

Not Requiring
a Specific
Reserve

 

Total
Impaired
Loans and
Leases

 

Unpaid
Principal

 

 

 

(In thousands)

 

Commercial loans and leases:

 

 

 

 

 

 

 

 

 

Commercial real estate — nonowner occupied

 

$

3,401

 

$

1,921

 

$

5,322

 

$

5,733

 

Commercial real estate — owner occupied

 

4,474

 

6,977

 

11,451

 

12,266

 

Commercial and industrial

 

1,633

 

1,996

 

3,629

 

4,323

 

Multifamily

 

1,462

 

1,194

 

2,656

 

2,730

 

Small business

 

341

 

140

 

481

 

584

 

Construction

 

 

108

 

108

 

153

 

Leases and other

 

 

245

 

245

 

245

 

Total impaired commercial loans and leases

 

11,311

 

12,581

 

23,892

 

26,034

 

Residential mortgage loans:

 

 

 

 

 

 

 

 

 

One- to four-family adjustable rate

 

253

 

4,369

 

4,622

 

5,674

 

One- to four-family fixed rate

 

 

588

 

588

 

588

 

Total impaired residential mortgage loans

 

253

 

4,957

 

5,210

 

6,262

 

Consumer and other loans:

 

 

 

 

 

 

 

 

 

Home equity — term loans

 

703

 

387

 

1,090

 

1,365

 

Home equity — lines of credit

 

 

145

 

145

 

157

 

Total impaired consumer and other loans

 

703

 

532

 

1,235

 

1,522

 

Total impaired loans and leases

 

$

12,267

 

$

18,070

 

$

30,337

 

$

33,818

 

 

 

 

December 31, 2010

 

 

 

Requiring a
Specific
Reserve

 

Not Requiring
a Specific
Reserve

 

Total
Impaired
Loans and
Leases

 

Unpaid
Principal

 

 

 

(In thousands)

 

Commercial loans and leases:

 

 

 

 

 

 

 

 

 

Commercial real estate — nonowner occupied

 

$

 

$

 

$

 

$

 

Commercial real estate — owner occupied

 

3,483

 

1,789

 

5,272

 

5,998

 

Commercial and industrial

 

2,008

 

280

 

2,288

 

3,743

 

Multifamily

 

717

 

 

717

 

717

 

Small business

 

312

 

150

 

462

 

538

 

Construction

 

470

 

 

470

 

470

 

Leases and other

 

125

 

 

125

 

125

 

Total impaired commercial loans and leases

 

7,115

 

2,219

 

9,334

 

11,591

 

Residential mortgage loans:

 

 

 

 

 

 

 

 

 

One- to four-family adjustable rate

 

259

 

3,758

 

4,017

 

5,235

 

One- to four-family fixed rate

 

 

23

 

23

 

23

 

Total impaired residential mortgage loans

 

259

 

3,781

 

4,040

 

5,258

 

Consumer and other loans:

 

 

 

 

 

 

 

 

 

Home equity — term loans

 

745

 

161

 

906

 

906

 

Home equity — lines of credit

 

 

42

 

42

 

42

 

Total impaired consumer and other loans

 

745

 

203

 

948

 

948

 

Total impairerd loans and leases

 

$

8,119

 

$

6,203

 

$

14,322

 

$

17,797

 

 

F-24



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

The following tables set forth information pertaining to the average recorded investment of impaired loans and leases, total interest income recognized and interest income recognized using the cash-basis method of accounting during the periods that the loans and leases were impaired for the years shown.

 

 

 

For the years ended

 

 

 

December 31, 2011

 

 

 

Average
Recorded
Investment

 

Total
Interest
Income
Recognized

 

Interest
Income
Recognized
Using Cash-
Basis

 

 

 

(In thousands)

 

Commercial loans and leases:

 

 

 

 

 

 

 

Commercial real estate — nonowner occupied

 

$

798

 

$

331

 

$

23

 

Commercial real estate — owner occupied

 

5,944

 

626

 

307

 

Commercial and industrial

 

2,582

 

81

 

81

 

Multifamily

 

1,700

 

27

 

27

 

Small business

 

363

 

21

 

19

 

Construction

 

125

 

6

 

 

Leases and other

 

596

 

 

 

Total impaired commercial loans and leases

 

12,108

 

1,092

 

457

 

Residential mortgage loans:

 

 

 

 

 

 

 

One- to four-family adjustable rate

 

882

 

 

 

One- to four-family fixed rate

 

118

 

 

 

Total impaired residential mortgage loans

 

1,000

 

 

 

Consumer and other loans:

 

 

 

 

 

 

 

Home equity — term loans

 

908

 

31

 

16

 

Home equity — lines of credit

 

29

 

 

 

Total impaired consumer and other loans

 

937

 

31

 

16

 

Total impaired loans and leases

 

$

14,045

 

$

1,123

 

$

473

 

 

F-25



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

 

 

For the years ended

 

 

 

December 31, 2010

 

 

 

Average
Recorded
Investment

 

Total
Interest
Income
Recognized

 

Interest
Income
Recognized
Using Cash-
Basis

 

 

 

 

 

 

 

 

 

Commercial loans and leases:

 

 

 

 

 

 

 

Commercial real estate — nonowner occupied

 

$

285

 

$

 

$

 

Commercial real estate — owner occupied

 

4,765

 

64

 

64

 

Commercial and industrial

 

2,037

 

15

 

15

 

Multifamily

 

184

 

 

 

Small business

 

542

 

4

 

4

 

Construction

 

517

 

 

 

Leases and other

 

688

 

22

 

22

 

Total impaired commercial loans and leases

 

9,018

 

105

 

105

 

Residential mortgage loans:

 

 

 

 

 

 

 

One- to four-family adjustable rate

 

1,074

 

90

 

90

 

One- to four-family fixed rate

 

5

 

45

 

45

 

Total impaired residential mortgage loans

 

1,079

 

135

 

135

 

Consumer and other loans:

 

 

 

 

 

 

 

Home equity — term loans

 

438

 

30

 

30

 

Home equity — lines of credit

 

47

 

2

 

2

 

Total impaired consumer and other loans

 

485

 

32

 

32

 

Total impaired loans and leases

 

$

10,582

 

$

272

 

$

272

 

 

The following table sets forth information pertaining to troubled debt restructurings (“TDRs”) at December 31, 2011.

 

 

 

Recorded Investment

 

Not Performing under the
Modified Terms

 

Remodification

 

 

 

Number
of Loans

 

At
Modification

 

At End of
Period

 

Number
of Loans

 

Recorded
Investment

 

Number
of Loans

 

Recorded
Investment

 

 

 

(in thousands except number of loans)

 

Commercial real estate

 

1

 

$

1,525

 

$

1,512

 

 

$

 

 

$

 

Commercial

 

4

 

1,358

 

1,247

 

4

 

1,247

 

4

 

1,247

 

Residential

 

5

 

884

 

875

 

1

 

283

 

 

 

 

 

10

 

$

3,767

 

$

3,634

 

5

 

$

1,530

 

4

 

$

1,247

 

 

Allowances for loan losses associated with troubled debt restructurings were $109 thousand at December 31, 2011. Of the $3.6 million in TDRs, $2.1 million were on accrual and $1.5 million were on non-accrual.  Troubled debt restructuring and the related allowance for loan losses as of and for the year ended December 31, 2010 were immaterial to the Company’s financial statements.

 

F-26



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

Management believes that the Company’s internal risk rating system for commercial loans and credit scores obtained from credit reporting agencies for residential mortgage and consumer loans are meaningful credit quality indicators. Risk ratings are evaluated and credit scores are obtained at least quarterly. The following table sets forth information pertaining to the recorded investment in loans and leases by credit quality indicator.

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

 

 

 

 

 

 

Commercial loans and leases (risk rating):

 

 

 

 

 

Pass-rated

 

$

788,784

 

$

735,869

 

Special mention

 

4,601

 

19,825

 

Substandard

 

28,601

 

22,779

 

Total commercial loans and leases

 

821,986

 

778,473

 

Residential mortgage loans (credit score):

 

 

 

 

 

Greater than 750

 

76,115

 

84,695

 

725 — 750

 

15,662

 

18,930

 

680 — 724

 

14,964

 

19,310

 

650 — 679

 

6,472

 

6,558

 

620 — 649

 

6,363

 

6,278

 

Less than 620

 

17,557

 

19,883

 

Data not available

 

7,782

 

8,635

 

Total residential mortgage loans

 

144,915

 

164,289

 

Consumer and other loans (credit score):

 

 

 

 

 

Greater than 750

 

140,557

 

151,710

 

725 — 750

 

22,955

 

21,984

 

680 — 724

 

18,852

 

20,252

 

650 — 679

 

4,319

 

5,605

 

620 — 649

 

3,445

 

2,756

 

Less than 620

 

5,614

 

6,006

 

Data not available

 

1,545

 

1,090

 

Total consumer and other loans

 

197,287

 

209,403

 

Premium on loans acquired

 

487

 

598

 

Net deferred loan origination costs

 

2,729

 

2,726

 

Total loans and leases

 

$

1,167,404

 

$

1,155,489

 

 

(8) Derivatives

 

All derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and resulting designation. Derivatives used to hedge the exposure to changes in fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected cash flows or other types of forecasted transactions are considered cash flow hedges. For derivatives designated as fair value hedges, changes in the fair value of the derivative are recognized in earnings together with the changes in the fair value of the related hedged item. The net amount, if any, representing hedge ineffectiveness, is reflected in earnings. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is recorded in other comprehensive income and recognized in earnings when the hedged transaction affects earnings. The ineffective portion of changes in the fair value of cash flow hedges is recognized directly in earnings. For derivatives not designated as hedges, changes in fair value are recognized in earnings, in noninterest income. The Company may use interest rate contracts (swaps, caps and floors) as part of interest rate risk management strategy. Interest rate swap, cap and floor agreements are entered into as hedges against future interest rate fluctuations on specifically identified assets or liabilities. The Company did not have derivative fair value or derivative cash flow hedges at December 31, 2011 or December 31, 2010.

 

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers for a fee. The Company executes interest rate swaps with commercial banking customers to aid them in managing their interest rate risk. The interest rate swap contracts allow the commercial banking customers to convert floating rate loan payments to fixed rate loan payments. The Company concurrently enters into mirroring swaps with a third party financial

 

F-27



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

institution, effectively minimizing its net risk exposure resulting from such transactions. The third party financial institution exchanges the customer’s fixed rate loan payments for floating rate loan payments.

 

As the interest rate swaps associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of December 31, 2011, the Company had ten interest rate swaps with an aggregate notional amount of $34 million related to this program. No new interest rate swaps were entered into during 2011. For the years ended December 31, 2011 and 2010, net losses on these interest rate swap contracts amounted to $45 thousand and $7 thousand, respectively, and consisted solely of changes in credit valuation adjustments.

 

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2011 and December 31, 2010:

 

 

 

Asset Derivatives

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

Other Assets

 

 

 

 

 

Derivatives not designated as hedging instruments

 

 

 

 

 

Interest rate products

 

$

1,369

 

$

790

 

Total derivatives not designated as hedging instruments

 

$

1,369

 

$

790

 

 

 

 

Liability Derivatives

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

 Other Liabilities

 

 

 

 

 

Derivatives not designated as hedging instruments

 

 

 

 

 

Interest rate products

 

$

1,456

 

$

832

 

Total derivatives not designated as hedging instruments

 

$

1,456

 

$

832

 

 

The table below presents the effect of the Company’s derivative financial instruments on the consolidated income statements for the years ended December 31, 2011 and 2010:

 

 

 

Location of Gain or (Loss)

 

Amount of Gain or (Loss) Recognized
in Income on Derivative (1)

 

Derivatives Not Designated as Hedging

 

Recognized in Income on

 

Year Ended December 31,

 

Instruments

 

Derivative

 

2011

 

2010

 

 

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

Interest Rate Products

 

Loan related fees

 

$

(45

)

$

(7

)

 

 

 

 

 

 

 

 

Total

 

 

 

$

(45

)

$

(7

)

 


(1) The amount of loss recognized in income represents changes related to the fair value of the interest rate products.

 

By using derivative financial instruments, the Company exposes itself to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative is negative, the Company owes 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 management believes to be creditworthy and by limiting the amount of exposure to each counterparty. At December 31, 2011, the Company does not expect future nonperformance by counterparties.

 

Certain of the derivative agreements contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount. As of December 31, 2011, the Company has posted collateral of $900 thousand in the normal course of business.

 

F-28



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

The Company has agreements with certain of its derivative counterparties that contain credit-risk-related contingent provisions. These provisions provide the counterparty with the right to terminate its derivative positions and require the Company to settle its obligations under the agreements if the Company defaults on certain of its indebtedness or if the Company fails to maintain its status as a well-capitalized institution. As of December 31, 2011, the Company had no derivative agreements in a net liability position, excluding fair value adjustments for credit risk.

 

(9)  Premises and Equipment

 

Premises and equipment consisted of the following:

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

 

 

 

 

 

 

Land and improvements

 

$

1,907

 

$

1,898

 

Office buildings and improvements

 

5,710

 

5,675

 

Leasehold improvements

 

7,792

 

7,701

 

Data processing equipment and software

 

7,192

 

7,058

 

Furniture, fixtures and other equipment

 

5,547

 

5,461

 

Subtotal

 

28,148

 

27,793

 

Less accumulated depreciation and amortization

 

(17,142

)

(15,904

)

Total premises and equipment

 

$

11,006

 

$

11,889

 

 

The Company utilizes a useful life of 40 years for buildings, 15 years for building improvements and 5 years for land improvements. Leasehold improvements are amortized over their respective lease terms. The useful life of data processing equipment and software varies, but is primarily three years. The useful life for furniture, fixtures and other equipment also varies, but is primarily five years. Depreciation expense totaled $1.4 million for the years ended December 31, 2011, 2010 and 2009.

 

Rent expense was $1.5 million for the year ended December 31, 2011 and $1.4 million for the years ended December 31, 2010 and 2009. In October 2007, the Bank transferred its rights to develop a planned branch site to a third party via a non-cancellable sublease agreement. The Bank’s rent expense is net of sublease rentals of $158 thousand.

 

In connection with the acquisition of branches from Fleet Financial Group, Inc. and related entities, the Bank assumed the liability for lease payments on seven banking offices previously occupied by Shawmut Bank Connecticut, N.A. The Bank has renegotiated some of these leases and has also entered into agreements to lease additional space.

 

Under the terms of these noncancellable operating leases, the Bank is currently obligated to minimum annual rents as follows:

 

 

 

Minimum

 

 

 

Lease

 

 

 

Payments

 

 

 

(In thousands)

 

2012

 

$

1,477

 

2013

 

1,339

 

2014

 

974

 

2015

 

744

 

2016

 

737

 

Thereafter

 

4,770

 

 

 

$

10,041

 

 

Minimum payments have not been reduced by minimum sublease rentals of $3 million due in the future under a noncancellable sublease.

 

F-29



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

(10)  Deposits

 

Certificate of deposit accounts had the following schedule of maturities:

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

 

 

 

 

 

 

1 year or less remaining

 

$

187,003

 

$

311,908

 

More than 1 year to 2 years remaining

 

53,680

 

17,945

 

More than 2 years to 3 years remaining

 

12,043

 

10,533

 

More than 3 years to 4 years remaining

 

4,936

 

1,745

 

More than 4 years remaining

 

28,688

 

5,482

 

Total

 

$

286,350

 

$

347,613

 

 

At December 31, 2011, certificate of deposit accounts included $15 million obtained through brokers, compared to $30 million at December 31, 2010. At December 31, 2011 and 2010, certificate of deposit accounts with balances of $100 thousand or more (excluding brokered CDs) aggregated $111.2 million and $123 million, respectively.

 

(11)  Short-Term Borrowings and Repurchase Agreements

 

Overnight and short-term borrowings and repurchase agreements consisted of the following:

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

Treasury, tax and loan notes

 

$

 

$

1,742

 

FHLB short-term line of credit

 

5,816

 

 

Retail repurchase agreements

 

40,400

 

39,255

 

Wholesale repurchase agreements

 

 

20,000

 

Total

 

$

46,216

 

$

60,997

 

 

The Bank utilizes the Note Option for remitting treasury, tax and loan payments to the Federal Reserve Bank. Under this option the U.S. Treasury invests in obligations of the Bank, as evidenced by open-ended interest-bearing notes. These notes are collateralized by GSE obligations owned by the Bank. Treasury, tax and loan notes are included as a component of overnight and short-term borrowings on the consolidated balance sheets. Information concerning these treasury, tax and loan notes is as follows:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

 

 

(Dollars in thousands)

 

Outstanding at end of year

 

$

 

$

1,742

 

Outstanding collateralized by securities with:

 

 

 

 

 

Par value

 

Not Applicable

 

1,660

 

Fair value

 

Not Applicable

 

1,780

 

Average outstanding for the year

 

846

 

677

 

Maximum outstanding at any month end

 

1,569

 

1,742

 

Weighted average rate at end of year

 

0.00

%

0.00

%

Weighted average rate paid for the year

 

0.00

%

0.00

%

 

F-30



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

The Bank has a short-term line of credit with the FHLB. Unused borrowing capacity under this line was $9.2 million at December 31, 2011 and $15 million at December 31, 2010. All borrowings from the FHLB are secured by the Bank’s stock in the FHLB and a lien on “qualified collateral” defined principally as 90% of the fair value of U.S. Government and Agency obligations and 50-75% of the carrying value of certain residential and commercial mortgage loans.

 

Information concerning this short-term line of credit is as follows:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

 

 

(Dollars in thousands)

 

Outstanding at end of year

 

$

5,816

 

$

 

Maturity date

 

January 2012

 

Not applicable

 

Average outstanding for the year

 

$

205

 

$

315

 

Maximum outstanding at any month end

 

5,816

 

3,423

 

Weighted average rate at end of year

 

0.45

%

0.62

%

Weighted average rate paid for the year

 

0.51

%

0.60

%

 

The Bank utilizes retail repurchase agreements in connection with a cash management product that the Bank offers its commercial customers and wholesale repurchase agreements with financial institutions. Sales of repurchase agreements are treated as financings. The obligations to repurchase the identical securities that were sold are reflected as liabilities and the securities remain in the asset accounts. All of these agreements are collateralized by GSE obligations owned by the Bank. The securities underlying the agreements were held by the Bank in a special custody account and remained under the Bank’s control.

 

Information concerning retail repurchase agreements is as follows:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

 

 

(Dollars in thousands)

 

Outstanding at end of year

 

$

40,400

 

$

39,255

 

Maturity date

 

January 2012

 

January 2011

 

Outstanding collateralized by securities with:

 

 

 

 

 

Par value

 

$

49,597

 

$

43,544

 

Fair value

 

51,887

 

44,137

 

Average outstanding for the year

 

37,228

 

37,924

 

Maximum outstanding at any month end

 

40,400

 

42,240

 

Weighted average rate at end of year

 

0.10

%

0.10

%

Weighted average rate paid for the year

 

0.10

%

0.16

%

 

Information concerning wholesale repurchase agreements is as follows:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

 

 

(Dollars in thousands)

 

Outstanding at end of year

 

$

 

$

20,000

 

Maturity dates

 

Not Applicable

 

January and June 2011

 

Outstanding collateralized by securities with:

 

 

 

 

 

Par value

 

$

Not Applicable

 

$

20,873

 

Fair value

 

Not Applicable

 

21,662

 

Average outstanding for the year

 

13,326

 

17,479

 

Maximum outstanding at any month end

 

20,000

 

20,000

 

Weighted average rate at end of year

 

Not Applicable

 

2.96

%

Weighted average rate paid for the year

 

2.20

%

3.23

%

 

F-31



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

(12)  Federal Home Loan Bank of Boston Borrowings

 

FHLB borrowings are comprised of the following:

 

 

 

December 31, 2011

 

December 31, 2010

 

 

 

Scheduled

 

First

 

Weighted

 

Scheduled

 

First

 

Weighted

 

 

 

Final

 

Call

 

Average

 

Final

 

Call

 

Average

 

 

 

Maturity

 

Date (1)

 

Rate (2)

 

Maturity

 

Date (1)

 

Rate (2)

 

 

 

(Dollars in thousands)

 

Within 1 year

 

$

55,000

 

185,000

 

1.01

%

$

86,700

 

$

226,700

 

2.90

%

Over 1 year to 2 years

 

31,400

 

21,400

 

2.96

%

10,000

 

 

4.49

%

Over 2 years to 3 years

 

15,000

 

15,000

 

1.95

%

23,400

 

13,400

 

3.63

%

Over 3 years to 5 years

 

38,378

 

8,378

 

4.38

%

10,000

 

10,000

 

2.32

%

Over 5 years

 

95,332

 

5,332

 

4.09

%

130,789

 

10,789

 

4.17

%

Total

 

$

235,110

 

$

235,110

 

3.13

%

$

260,889

 

$

260,889

 

3.64

%

 


(1)   Callable FHLB advances of $140.0 million and $169.0 million at December 31, 2011 and 2010, respectively, are reflected assuming that the callable debt is redeemed at the next call date while all other advances are shown in the periods corresponding to their scheduled maturity date.

(2)   Weighted average rate based on scheduled maturity dates.

 

All borrowings from the FHLB are secured by the Bank’s stock in the FHLB and a lien on “qualified collateral” defined principally as 90% of the fair value of GSE and U.S. Treasury obligations and 50-75% of the carrying value of certain residential and commercial mortgage loans. Unused term borrowing capacity with the FHLB at December 31, 2011 and 2010 was $63.5 million and $23.0 million, respectively.

 

As one requirement of its borrowings, the Bank is required to invest in the common stock of the FHLB in an amount at least equal to five percent of its outstanding borrowings from the FHLB. As and when such stock is redeemed, the Bank would receive from the FHLB an amount equal to the par value of the stock. As of December 31, 2011 and 2010, the Bank’s FHLB stock holdings, recorded at cost, were $16.3 million. On February 22, 2012, the FHLB announced preliminary unaudited financial results for 2011. The FHLB remains in compliance with all regulatory capital requirements, and has announced the repurchase of $250 million of capital stock and the continuation of dividends at 49 basis points, up from an average 30 basis points in 2011. The FHLB continues to declare modest dividends throughout 2012, but cautioned that should adverse events occur, such as a negative trend in credit losses on the FHLB’s private-label MBS or its mortgage portfolio, a meaningful decline in income or regulatory disapproval, dividends could again be suspended.

 

(13)  Company-Obligated Mandatorily Redeemable Capital Securities and Subordinated Deferrable Interest Debentures

 

On January 23, 2001, the Company sponsored the creation of BRI Statutory Trust I (the “Trust I”), a Connecticut statutory trust. The Company is the owner of all of the common securities of Trust I. On February 22, 2001, Trust I issued $3 million of its 10.20% Company-Obligated Mandatorily Redeemable Capital Securities (“Capital Securities”) through a pooled trust preferred securities offering. The proceeds from this issuance, along with the Company’s $93 thousand capital contribution for Trust I’s common securities (which is included in prepaid expenses and other assets), were used to acquire $3.1 million of the Company’s 10.20% Subordinated Deferrable Interest Debentures (“Junior Subordinated Notes”) due February 22, 2031, and constitute the primary asset of Trust I. The Company has, through the Declaration of Trust, the Guarantee Agreement, the Notes and the related Indenture, taken together, fully irrevocably and unconditionally guaranteed all of Trust I’s obligations under the Capital Securities, to the extent Trust I has funds available therefore.

 

On June 5, 2003, the Company sponsored the creation of BRI Statutory Trust III (the “Trust III”), a Connecticut statutory trust. The Company is the owner of all of the common securities of Trust III. On June 26, 2003, Trust III issued $5 million of its floating rate (quarterly reset to 3 month LIBOR plus 3.10% beginning June 26, 2008) Capital Securities through a pooled trust preferred securities offering. At December 31, 2011, the rate of the Capital Securities was 3.67%. The proceeds from this issuance, along with the Company’s $155 thousand capital contribution for Trust III’s common securities (which is included in prepaid expenses and other assets), were used to acquire $5.2 million of the Company’s floating rate (quarterly reset to 3 month LIBOR plus 3.10%) Junior Subordinated Notes due June 26, 2033, and constitute the primary asset of Trust III. The Company has, through the Declaration of Trust, the Guarantee Agreement, the Notes and the related Indenture, taken together, fully irrevocably and unconditionally guaranteed all of Trust III’s obligations under the Capital Securities, to the extent Trust III has funds available therefore.

 

F-32



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

On February 24, 2004, the Company sponsored the creation of BRI Statutory Trust IV (the “Trust IV”), a Connecticut statutory trust. The Company is the owner of all of the common securities of Trust IV. On March 17, 2004, Trust IV issued $5 million of its floating rate (quarterly reset to 3 month LIBOR plus 2.79%) Capital Securities through a pooled trust preferred securities offering. At December 31, 2011, the rate of the Capital Securities was 3.35%. The proceeds from this issuance, along with the Company’s $155 thousand capital contribution for Trust IV’s common securities (which is included in prepaid expenses and other assets), were used to acquire $5.2 million of the Company’s floating rate (quarterly reset to 3 month LIBOR plus 2.79%) Junior Subordinated Notes due March 17, 2034, and constitute the primary asset of Trust IV. The Company has, through the Declaration of Trust, the Guarantee Agreement, the Notes and the related Indenture, taken together, fully irrevocably and unconditionally guaranteed all of Trust IV’s obligations under the Capital Securities, to the extent Trust IV has funds available therefore.

 

As of December 31, 2011, the Company’s investments in its statutory trust subsidiaries aggregated $544 thousand and are included within prepaid expenses and other assets.

 

(14)                      Income Taxes

 

The components of income tax expense are as follows:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

(In thousands)

 

Current expense:

 

 

 

 

 

 

 

Federal

 

$

4,556

 

$

6,355

 

$

3,223

 

State

 

395

 

563

 

94

 

Total current expense

 

4,951

 

6,918

 

3,317

 

Deferred benefit:

 

 

 

 

 

 

 

Federal

 

(1,367

)

(1,825

)

(815

)

State

 

(11

)

(22

)

 

Total deferred tax benefit

 

(1,378

)

(1,847

)

(815

)

Total income tax expense

 

$

3,573

 

$

5,071

 

$

2,502

 

 

The difference between the statutory federal income tax rate and the effective combined federal and state income tax rate is as follows:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

Statutory federal income tax rate

 

35.0

%

35.0

%

35.0

%

Increase resulting from:

 

 

 

 

 

 

 

State income tax, net of federal tax benefit

 

2.8

 

2.4

 

0.8

 

Bank-owned life insurance

 

(4.8

)

(3.0

)

(5.4

)

Salary limitations

 

 

 

1.3

 

Non-deductible acquisition costs

 

6.8

 

 

 

Other, net

 

0.8

 

(0.4

)

(0.6

)

Effective combined federal and state income tax rate

 

40.6

%

34.0

%

31.1

%

 

F-33



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

The significant components of gross deferred tax assets and gross deferred tax liabilities are as follows:

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

Gross deferred tax assets:

 

 

 

 

 

Allowance for loan and lease losses

 

$

6,350

 

$

6,529

 

Accrued retirement

 

3,600

 

1,686

 

Legal reserve for EMC lawsuit

 

1,138

 

 

Depreciation

 

727

 

656

 

Nonaccrual interest

 

701

 

555

 

Other-than-temporary impairment on AFS securities

 

281

 

496

 

Other

 

846

 

1,157

 

Total gross deferred tax assets

 

13,643

 

11,079

 

Gross deferred tax liabilities:

 

 

 

 

 

Goodwill

 

(3,936

)

(3,854

)

Net unrealized gains on AFS securities

 

(3,502

)

(918

)

Total gross deferred tax liabilities

 

(7,438

)

(4,772

)

Net deferred tax asset

 

$

6,205

 

$

6,307

 

 

The net balance of deferred tax assets and liabilities is included in prepaid expenses and other assets. It is management’s belief that it is more likely than not that the reversal of deferred tax liabilities and results of future operations will generate sufficient taxable income to realize the deferred tax assets. In addition, the Company’s net deferred tax asset is supported by recoverable income taxes. Therefore, no valuation allowance was deemed necessary at December 31, 2011 or 2010. It should be noted, however, that factors beyond management’s control, such as the general state of the economy and real estate values, can affect future levels of taxable income and that no assurance can be given that sufficient taxable income will be generated to fully absorb gross deductible temporary differences.

 

The Massachusetts Department of Revenue (“DOR”) had challenged the state tax income for the years of 2002 — 2008 pertaining to BRI Investment Corp., a Rhode Island passive investment company. The DOR sought to collapse the income from BRI Investment Corp. into the Bank’s income and assess state corporate excise tax on the resulting apportioned income, refer to Note 22Regulation, Taxation and Litigation” for further discussion regarding this assessment. The passive investment company is not subject to corporate income tax in the State of Rhode Island. The Company had originally taken the position that it was more likely than not they would be successful in supporting their tax position, however, in the fourth quarter of 2011, the Company agreed to a settlement with the DOR of $345 thousand, including interest of $103 thousand. As a result of 2008 amendments to tax law, the Company filed the 2009 and 2010 Massachusetts income tax returns and will continue to file future Massachusetts income tax returns on a combined reporting basis. The Company has no other uncertain tax positions as of December 31, 2011 and 2010.

 

The Company’s federal income tax returns are open and subject to examination from the 2008 tax return year and forward. The Company’s state income tax returns are generally open from the 2008 and later tax return years based on individual state statute of limitations, except for Massachusetts which is open from 2002.

 

(15)  Employee and Director Benefits

 

Employee 401(k) Plan — The Bank maintains a 401(k) Plan (the “Plan”) which qualifies as a tax exempt plan and trust under Sections 401 and 501 of the Internal Revenue Code. Generally, Bank employees who are at least twenty-one (21) years of age are eligible to participate in the Plan. Expenses associated with the Plan were $495 thousand, $454 thousand and $424 thousand for the years ended December 31, 2011, 2010 and 2009, respectively.

 

Nonqualified Deferred Compensation Plan — The Bank also maintains a Nonqualified Deferred Compensation Plan (the “Nonqualified Plan”) under which certain participants may contribute the amounts they are precluded from contributing to the Bank’s 401(k) Plan because of the qualified plan limitations, and additional compensation deferrals that may be advantageous for personal income tax or other planning reasons. Expenses associated with the Nonqualified Plan were $73 thousand, $29 thousand and $74 thousand for the years ended December 31, 2011, 2010 and 2009, respectively. Accrued liabilities associated with the Nonqualified Plan were $998 thousand and $923 thousand for December 31, 2011 and 2010, respectively.

 

F-34



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

Supplemental Executive Retirement Plans — The Bank maintains Supplemental Executive Retirement Plans (the “SERPs”) for certain of its senior executives under which participants designated by the Board of Directors are entitled to an annual retirement benefit. The Bank records annual amounts related to the SERP based on an actuarial calculation. Actuarial gains and losses are reflected immediately in the statement of operations. In connection with the pending merger agreement, the Bank modified the SERPs by increasing the retirement benefits for the individuals in the SERPs. The impact of the amendment has been reflected in accumulated other comprehensive income.

 

The Company utilized a discount rate of 4.25% at December 31 2011 and 5.75% at December 31, 2010 to determine its accrued liabilities associated with the SERPs, resulting in a liability at December 31, 2011 and 2010 of $10.3 million and $4.8 million, respectively. On December 30, 2011 the Bank funded a Rabbi Trust with $8.2 million to provide a partial funding source for the Bank’s liabilities under the SERPs. At December 31, 2011, these funds were invested in a money market mutual fund and are included in other assets.

 

The Company recorded expenses associated with the SERPs of $2.3 million, $863 thousand and $616 thousand for the years ended December 31, 2011, 2010 and 2009, respectively. Prior service cost recognized in accumulated other comprehensive income was $3.2 million at December 31, 2011.  There were no prior service costs in accumulated comprehensive income at December 31, 2010.

 

Employee Stock Plans — The following stock option plans were in place at December 31, 2011. Subsequent to the acquisition of Bancorp Rhode Island on January 1, 2012, there will no longer be any shares available for issuance under these plans as Bancorp Rhode Island will no longer be a publicly traded company.

 

The Company maintained a 1996 Incentive and Nonqualified Stock Option Plan, a 2002 Equity Incentive Plan (collectively the “Employee Stock Plans”), and a 2011 Omnibus Equity Incentive Plan under which it granted awards of its common stock to officers and key employees. The 1996 Incentive and Nonqualified Stock Option Plan had no remaining shares available for issuance as it expired in March 2006. In 2011, the 2002 Equity Incentive Plan was replaced by the 2011 Omnibus Equity Incentive Plan. Under the Employee Stock Plans, the Company awarded stock options, which were granted at an exercise price equal to the market value of the stock on the date of the grant with vesting terms of three to five years. Unless exercised, options granted under the Employee Stock Plans have contractual terms ranging between seven and ten years. Certain stock option awards provided for accelerated vesting in the event of a change in control (as defined in the Employee Stock Plans).

 

The fair value of each employee stock option award was estimated on the grant date using the Black-Scholes option-pricing model utilizing the following pricing assumptions, summarized on a weighted-average basis in the table below:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

Expected term

 

6 years

 

6 years

 

6 years

 

 

 

 

 

 

 

 

 

Expected volatility

 

28

%

27

%

26

%

 

 

 

 

 

 

 

 

Risk-free interest rate

 

2.27

%

2.56

%

2.55

%

 

 

 

 

 

 

 

 

Dividend yield

 

2.35

%

2.63

%

2.79

%

 

 

 

 

 

 

 

 

Fair value of options granted

 

$

7.04

 

$

5.67

 

$

5.22

 

 

F-35



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

The activity related to these employee stock options is summarized below:

 

Employee Stock Options

 

Options
Outstanding

 

Weighted
Average
Exercise Price

 

Aggregate
Intrinsic Value

 

Weighted
Average
Contractual
Term (in years)

 

Outstanding, December 31, 2008

 

406,555

 

$

28.04

 

 

 

 

 

Granted

 

87,618

 

$

24.81

 

 

 

 

 

Exercised

 

(41,650

)

$

12.35

 

 

 

 

 

Forfeited / Canceled

 

(58,005

)

$

31.97

 

 

 

 

 

Outstanding, December 31, 2009

 

394,518

 

$

28.40

 

 

 

 

 

Granted

 

17,195

 

$

25.86

 

 

 

 

 

Exercised

 

(23,560

)

$

10.66

 

 

 

 

 

Forfeited / Canceled

 

(14,890

)

$

31.38

 

 

 

 

 

Outstanding, December 31, 2010

 

373,263

 

$

29.28

 

 

 

 

 

Granted

 

14,060

 

$

30.56

 

 

 

 

 

Exercised

 

(31,300

)

$

17.07

 

 

 

 

 

Forfeited / Canceled

 

(4,600

)

$

29.05

 

 

 

 

 

Cashed Out (1)

 

(308,523

)

$

30.30

 

 

 

 

 

Outstanding, December 31, 2011

 

42,900

 

$

31.33

 

$

370,302

 

3.4

 

Exercisable, December 31, 2011

 

33,150

 

$

33.28

 

$

221,985

 

3.2

 

 


(1) These options were settled in cash by the Company in connection with the pending merger.

 

The total intrinsic value of options employees exercised during 2011, 2010 and 2009 was $493 thousand, $321 thousand and $341 thousand, respectively.

 

The options outstanding as of December 31, 2011 are set forth below:

 

Exercise Price

 

Options
Outstanding

 

Weighted
Average
Exercise Price

 

Weighted
Average
Contractual
Term (in
years)

 

$10.00

-

$19.99

 

6,950

 

$

16.99

 

4.2

 

 

 

 

 

 

 

 

 

 

20.00

-

29.99

 

4,400

 

$

23.42

 

4.2

 

 

 

 

 

 

 

 

 

 

30.00

-

39.99

 

28,550

 

$

34.77

 

3.2

 

 

 

 

 

 

 

 

 

 

40.00

-

49.99

 

3,000

 

$

43.45

 

2.3

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2011

 

42,900

 

$

31.33

 

3.4

 

 

The Company granted its executive officers restricted stock as a component of their annual share based compensation award. In April 2011, April 2010 and August 2009, the Company granted 5,999, 7,092 and 5,968 shares at market prices of $30.54, $25.86 and $26.15, respectively. These restricted shares vest in three annual installments and provide for accelerated vesting if there is a change in control. During 2009, 988 shares of these restricted shares were forfeited. No shares were forfeited during 2011 or 2010.

 

In April 2011 and 2010, the Company also granted the executive officers performance shares of 3,227 and 3,525 at market prices of $30.54 and $25.86 respectively. Each performance share represents a contingent right to receive one share of the Company’s common stock. The performance shares will vest on the third anniversary of the grant date only if the Company’s earnings per share during the three-year period then ending is at or above the 50th percentile of a custom commercial bank index for banks in the Northeast with assets of $500 million to $5 billion.

 

In addition, in April 2010, the Company made “one time” restricted stock awards for a total of 30,100 shares to three executive officers (excluding the CEO).  The market price at the time of grant was $25.86. These restricted shares will vest in

 

F-36



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

full on the fifth anniversary of the grant date, subject to accelerated vesting if (i) the price for the Company’s common stock reaches $36.00 per share and remains at this level for 20 consecutive trading days or (ii) upon a change of control. In May 2011, it was determined that the Bank met this performance goal that resulted in the vesting of these options and related share-based compensation expense of $609 thousand, which is included in the share based compensation table below.

 

In connection with the pending merger agreement, the Company modified the stock option plan in 2011 for certain executives and other members of senior management. This modification allowed for the accelerated vesting of options due to the change in control and provided that these options be settled in cash on December 30, 2011. As a result of this modification, the Company incurred additional compensation expense of $1.3 million, which is included in the share based compensation table below.

 

The following table summarizes share-based compensation and the related tax benefit for the periods indicated:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

(In thousands)

 

Share-based compensation

 

$

2,454

 

$

517

 

$

155

 

Tax benefit related to share-based compensation (1)

 

2,666

 

171

 

137

 

 


(1) Represents the tax benefits on stock options exercised and share-based compensation.

 

Director Stock Plan — The Company maintained a Non-Employee Directors Stock Plan (the “Director Stock Plan”) under which it granted options to acquire its common stock to non-employee directors. The Non-Employee Directors Stock Plan was amended in 2011 to provide for grants of options to purchase common stock, restricted stock units or a combination of options and restricted stock units. Each non-employee director elected at the 1998 shareholders meeting received an option for 1,500 shares and each new non-employee director elected subsequently received an option for 1,000 shares. Through 2010, non-employee directors also received an annual option grant for 500 shares as of the date of each annual meeting of shareholders. Options were granted at an exercise price equal to the market value of the stock on the date of the grant and vested six months after the grant date. Under the terms of the 2011 amendments to the plan, the equity awards would vest on the earlier of 12 months after the grant date or at the next annual meeting following the date of the grant. Options granted under the Director Stock Plan have a 10-year contractual term, subject to earlier of expiration on the second anniversary of a director’s termination of service. Subsequent to the acquisition of Bancorp Rhode Island on January 1, 2012, there will no longer be any shares available for issuance under this plan as Bancorp Rhode Island will no longer be a publicly traded company.

 

There were no stock options issued to non-employee directors in 2011. The fair value of non-employee director stock options awarded in 2010 and 2009 has been estimated on the grant date using the Black-Scholes option-pricing model utilizing the following pricing assumptions, summarized on a weighted-average basis in the table below:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

Expected term

 

0

 

7 years

 

7 years

 

 

 

 

 

 

 

 

 

Expected volatility

 

0

%

26

%

26

%

 

 

 

 

 

 

 

 

Risk-free interest rate

 

0.00

%

2.82

%

2.05

%

 

 

 

 

 

 

 

 

Dividend yield

 

0.00

%

2.36

%

3.27

%

 

 

 

 

 

 

 

 

Fair value of options granted

 

$

 

$

6.88

 

$

3.95

 

 

F-37



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

The activity related to these director stock options is summarized below:

 

Director Stock Options

 

Options
Outstanding

 

Weighted
Average
Exercise Price

 

Aggregate
Intrinsic Value

 

Weighted
Average
Contractual

Term (in years)

 

Outstanding, December 31, 2008

 

38,500

 

$

32.73

 

 

 

 

 

Granted

 

6,500

 

$

20.79

 

 

 

 

 

Forfeited / Canceled

 

(2,000

)

$

29.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2009

 

43,000

 

$

31.08

 

 

 

 

 

Granted

 

6,000

 

$

28.85

 

 

 

 

 

Exercised

 

(2,000

)

$

21.02

 

 

 

 

 

Forfeited / Canceled

 

(500

)

$

10.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2010

 

46,500

 

$

31.45

 

 

 

 

 

Granted

 

0

 

 

 

 

 

 

 

Exercised

 

(1,000

)

$

24.82

 

 

 

 

 

Forfeited / Canceled

 

(3,000

)

$

32.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2011

 

42,500

 

$

31.54

 

$

349,755

 

5.1

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable, December 31, 2011

 

42,500

 

$

31.54

 

$

349,755

 

5.1

 

 

The total intrinsic value of options exercised by directors during 2011 and 2010 was $6 thousand and $13 thousand, respectively. No director stock options were exercised during 2009.

 

The director options outstanding as of December 31, 2011 are set forth below:

 

Exercise Price

 

Options
Outstanding

 

Weighted
Average
Exercise Price

 

Weighted
Average
Contractual
Term (in
years)

 

$10.00

-

$19.99

 

1,000

 

$

18.01

 

0.8

 

 

 

 

 

 

 

 

 

 

 

 

20.00

-

29.99

 

15,000

 

$

24.60

 

6.0

 

 

 

 

 

 

 

 

 

 

 

 

30.00

-

39.99

 

25,500

 

$

35.72

 

4.7

 

 

 

 

 

 

 

 

 

 

 

 

40.00

-

49.99

 

1,000

 

$

42.85

 

4.8

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2011

 

42,500

 

$

31.54

 

5.1

 

 

In 2011, the Company granted its non-employee directors 1,771 shares of restricted stock at a market price of $43.53. These restricted shares vest after 12 months. No shares were forfeited during 2011.

 

The following table summarizes share-based compensation and the related tax benefit for the periods indicated:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

(In thousands)

 

Share-based compensation

 

$

47

 

$

41

 

$

25

 

Tax benefit related to share-based compensation (1)

 

18

 

14

 

9

 

 


(1)    Represents the tax benefits on stock options exercised and share-based compensation.

 

F-38



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

Change in Control Agreements — The Bank has entered into Employment Agreements with its President and Chief Executive Officer, Chief Financial Officer, Chief Lending Officer and Chief Information Officer. The Employment Agreements generally provide for the continued payment of specified compensation and benefits for the remainder of the term of the agreement upon termination without cause. The agreements also provide that if the executive is terminated (or in the case of the Chief Executive Officer, resigns) in conjunction with a change in control, they are entitled to a severance payment, which is equal to 2.99 times base salary plus target bonus for the President and Chief Executive Officer and 2.00 times base salary plus target bonus for the other executives. The Employment Agreements with the Chief Executive Officer and Chief Financial Officer provide that if payments following a change in control are subject to the “golden parachute” excise tax, the Company will make a “gross-up” payment sufficient to ensure that the net after-tax amount retained by the executive (taking into account all taxes, including those on the “gross-up” payment) is the same as if such excise tax had not applied. The Employment Agreements with the Chief Lending Officer and Chief Information Officer provide that if any payments would trigger the “golden parachute” excise tax, the amount payable to the executive shall be reduced to the maximum amount that can be paid that does not trigger the excise tax. The Company has also entered into Change of Control Severance Agreements with certain other members of senior management of up to 1.00 times base salary or 1.00 times base salary plus current bonus.

 

(16)  Other Expenses

 

Major components of other expenses are as follows:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

(In thousands)

 

Travel and entertainment

 

$

349

 

$

337

 

$

340

 

Director fees

 

321

 

328

 

292

 

Credit card and interchange fees

 

355

 

324

 

310

 

Charitable contributions

 

286

 

290

 

283

 

Insurance

 

288

 

276

 

275

 

Judgement related to EMC lawsuit (1)

 

3,304

 

 

 

Other

 

709

 

762

 

576

 

Total

 

$

5,612

 

$

2,317

 

$

2,076

 

 


(1)  For further discussion of EMC lawsuit see Note 22Regulation, Taxation and Litigation.”

 

(17)  Commitments and Contingent Liabilities

 

Financial Instruments with Off-Balance Sheet Risk and Derivative Financial Instruments

 

The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to originate loans and letters of credit, commitments to originate and commitments to sell leases and interest rate swap agreements. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Company’s consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

 

F-39



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

Financial instruments with off-balance sheet risk are summarized as follows:

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

(In thousands)

 

Financial instruments whose contract amounts represent credit risk:

 

 

 

 

 

Commitments to extend credit:

 

 

 

 

 

Commitments to originate or purchase loans and leases

 

$

51,984

 

$

37,043

 

Unused lines of credit and other commitments

 

199,966

 

213,752

 

Letters of credit and standby letters of credit

 

8,230

 

5,510

 

Financial instruments whose notional amounts exceed the amount of credit risk:

 

 

 

 

 

Interest rate swap contracts:

 

 

 

 

 

Swaps with customers

 

17,012

 

17,414

 

Mirror swaps with counterparties

 

17,012

 

17,414

 

 

Commitments to originate loans and unused lines of credit are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the borrower.

 

Letters of credit are conditional commitments issued by the Bank to guarantee the performance by a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. At December 31, 2011 and 2010, the maximum potential amount of future payments under letters of credit was $8.2 million and $5.5 million, respectively. Cash collateral supported $1.1 million and $754 thousand of the outstanding standby letters of credit at December 31, 2011 and 2010, respectively. The fair value of the guarantees of the standby letters of credit was $62 thousand and $41 thousand, respectively, and is not reflected on the consolidated balance sheets.

 

Commitments to originate and commitments to sell leases are derivative financial instruments. Accordingly, the fair value of these commitments is recognized in other assets on the consolidated balance sheets and the changes in fair value of such commitments are recorded in current earnings in the consolidated income statements. The carrying values of such commitments as of December 31, 2011 and 2010 and the respective changes in fair values for the years then ended were insignificant.

 

The Company enters into interest rate swaps with commercial loan borrowers to aid them in managing their interest rate risk. The interest rate swap contracts with commercial loan borrowers allow them to convert floating rate loan payments to fixed rate loan payments. The Company concurrently enters into mirroring swaps with a third party financial institution. The third party financial institution exchanges the client’s fixed rate loan payments for floating rate loan payments. The Company retains the risk associated with the potential failure of counterparties and inherent in making loans.

 

The interest rate swap contracts are carried at fair value with changes recorded as a component of other noninterest income. The fair values of the interest rate swap contracts with commercial loan borrowers amounted to $1.4 million and $790 thousand as of December 31, 2011 and 2010, respectively. The fair values of the “mirror” swap contracts with third-party financial institutions totaled $1.5 million as of December 31, 2011 and $832 thousand as of December 31, 2010. For the years ended December 31, 2011 and 2010, net losses on theses interest rate swap contracts, which consisted solely of adjustments for credit valuation, amounted to $45 thousand and $7 thousand, respectively.

 

(18)  Fair Value Measurements

 

ASC 820-10, “Fair Value Measurements and Disclosures,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities. It is not a

 

F-40



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

forced transaction. Market participants are buyers and sellers in the principal market that are independent, knowledgeable, able to transact and willing to transact.

 

ASC 820-10 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. A fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs is included in ASC 820. The fair value hierarchy is as follows:

 

·                  Level 1:  Inputs are unadjusted quoted prices in active markets for assets and liabilities identical to those reported at fair value.

 

·                  Level 2:  Inputs other than quoted prices included within Level 1, Level 2 inputs are observable either directly or indirectly. These inputs might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

 

·                  Level 3:  Inputs are unobservable inputs for an asset or liability that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. These inputs are used to determine fair value only when observable inputs are not available.

 

Recurring Fair Value Measurements

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of December 31, 2011 and 2010, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 

 

 

Fair Value Measurements at December 31, 2011 Using

 

 

 

Total

 

Quoted
Prices in
Active
Markets for
Identical
Assets

 

Significant
Other
Observable
Inputs

 

Significant
Other
Unobservable
Inputs

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

(In thousands)

 

GSE obligations

 

$

66,156

 

$

 

$

66,156

 

$

 

Trust preferred CDOs

 

184

 

 

184

 

 

Collateralized mortgage obligations

 

15,626

 

 

15,626

 

 

GSE mortgage-backed securities

 

230,654

 

 

230,654

 

 

Total available for sale securities

 

312,620

 

 

312,620

 

 

Interest rate swap assets

 

1,369

 

 

1,369

 

 

Interest rate swap liabilities

 

1,456

 

 

1,456

 

 

 

F-41



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

 

 

Fair Value Measurements at December 31, 2010 Using

 

 

 

Total

 

Quoted
Prices in
Active
Markets for
Identical
Assets

 

Significant
Other
Observable
Inputs

 

Significant
Other
Unobservable
Inputs

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

(In thousands)

 

GSE obligations

 

$

81,034

 

$

 

$

81,034

 

$

 

Trust preferred CDOs

 

562

 

 

562

 

 

Collateralized mortgage obligations

 

28,168

 

 

28,168

 

 

GSE mortgage-backed securities

 

250,261

 

 

250,261

 

 

Total available for sale securities

 

360,025

 

 

360,025

 

 

Interest rate swap assets

 

790

 

 

790

 

 

Interest rate swap liabilities

 

832

 

 

832

 

 

 

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

 

Available-for-Sale Securities — Available-for-sale securities are reported at fair value primarily utilizing Level 2 inputs. The Company obtains fair value measurements from independent pricing sources, which base their fair value measurements upon observable inputs such as reported trades of comparable securities, broker quotes, the U.S. Treasury yield curve, benchmark interest rates, market spread relationships, historic and consensus prepayment rates, credit information and the security’s terms and conditions.

 

Interest Rate Swaps — The fair values for the interest rate swap assets and liabilities represent a Level 2 valuation and are based on settlement values adjusted for credit risks associated with the counterparties and the Company. Credit risk adjustments consider factors such as the likelihood of default by the Company and its counterparties, its net exposures and remaining contractual life. To date, the Company has not realized any losses due to a counterparty’s inability to pay any net uncollateralized position. The change in value of interest rate swap assets and liabilities attributable to credit risk was not significant during the reported periods.  See also Note 8 “Derivatives.”

 

For the years ended December 31, 2011 and 2010, there were no recurring fair value measurements made using significant unobservable inputs.

 

Nonrecurring Fair Value Measurements

 

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

 

The following tables summarize the financial assets and financial liabilities measured at fair value on a nonrecurring basis as of and for the years ended December 31, 2011 and 2010, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value:

 

F-42



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

 

 

Fair Value Measurements at December 31, 2011 Using

 

 

 

 

 

Quoted Prices
in Active
Markets for
Identical
Assets

 

Significant
Other
Observable
Inputs

 

Significant
Other
Unobservable
Inputs

 

 

 

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

(In thousands)

 

 

 

 

 

Collateral-dependent loans and leases

 

$

19,511

 

$

 

$

19,511

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned

 

922

 

 

922

 

 

 

 

 

Fair Value Measurements at December 31, 2010 Using

 

 

 

 

 

Quoted Prices
in Active
Markets for
Identical
Assets

 

Significant
Other
Observable
Inputs

 

Significant
Other
Unobservable
Inputs

 

 

 

Total

 

(Level 1)

 

(Level 2

 

(Level 3)

 

 

 

(In thousands)

 

 

 

 

 

Collateral-dependent loans and leases

 

$

10,820

 

$

 

$

10,820

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned

 

1,239

 

 

1,239

 

 

 

Impaired Loans - Impaired loans and leases were $30.3 million at December 31, 2011. Impaired loans and leases that are deemed collateral-dependent are valued based upon the fair value of the underlying collateral. The inputs used in the appraisal of the collateral are observable and, therefore, categorized as Level 2. At December 31, 2011, the valuation allowance for collateral-dependent loans and leases was $1.3 million compared to $1.4 million at December 31, 2010.

 

OREO — Fair value estimates of OREO are based on independent appraisals or brokers’ opinions of value of the property or similar properties less estimated costs to sell at the date the loan is charged-off and the property is transferred into OREO. The inputs used to estimate the fair values are observable and, therefore, categorized as Level 2. For the years ended December 31, 2011 and 2010, respectively, $280 thousand and $1.2 million of loans were charged-off through the allowance for loan and lease losses immediately prior to the property being transferred into OREO.

 

Summary of Estimated Fair Values of Financial Instruments

 

The aggregate fair value of financial assets and financial liabilities presented do not represent the underlying value of the Company taken as a whole. The fair value estimates provided are made at a specific point in time, based on relevant market information and the characteristics of the financial instrument. The estimates do not provide for any premiums or discounts that could result from concentrations of ownership of a financial instrument. Because no active market exists for some of the Company’s financial instruments, certain fair value estimates are based on subjective judgments regarding current economic conditions, risk characteristics of the financial instruments, future expected loss experience, prepayment assumptions and other factors. The resulting estimates involve uncertainties and therefore cannot be determined with precision. Changes made to any of the underlying assumptions could significantly affect the estimates. The estimated fair value approximates carrying value for cash and cash equivalents, federal funds sold and accrued interest receivable and payable. The methodologies for other financial assets and financial liabilities are discussed below:

 

Loans and Leases Receivable — Fair value estimates are based on loans and leases with similar financial characteristics. Loans and leases have been segregated by homogenous groups into residential mortgage, commercial, and consumer and other loans. Fair values are estimated by discounting contractual cash flows, adjusted for prepayment estimates, using discount rates approximately equal to current market rates on loans with similar characteristics and maturities. The incremental credit risk for nonperforming loans and leases has been considered in the determination of the fair value of loans and leases.

 

Stock in the Federal Home Loan Bank of Boston — The fair value of stock in the FHLB equals the carrying value reported in the balance sheet. This stock is redeemable at full par value only by the FHLB. To this date, the Company has not

 

F-43



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

remeasured its investment in FHLB stock; however, if there is evidence of impairment, the FHLB stock would reflect fair value using either observable or unobservable inputs.

 

Deposits — The fair values reported for demand deposit, NOW, money market, and savings accounts are equal to their respective book values reported on the consolidated balance sheets. The fair values disclosed are, by definition, equal to the amount payable on demand at the reporting date. The fair values reported for certificate of deposit accounts are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on certificate of deposit accounts with similar remaining maturities. The estimated fair value of deposits does not take into account the value of the Company’s long-term relationships with depositors. Nonetheless, the Company would likely realize a core deposit premium if its deposit portfolio were sold in the principal market for such deposits.

 

Wholesale Repurchase Agreements — The fair values reported for wholesale repurchase agreements are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on borrowings with similar remaining maturities.

 

Federal Home Loan Bank of Boston Borrowings — The fair values reported for FHLB borrowings are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on borrowings with similar remaining maturities.

 

Subordinated Deferrable Interest Debentures — The fair values reported for subordinated deferrable interest debentures are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on instruments with similar terms and remaining maturities.

 

Financial Instruments with Off-balance Sheet Risk — Since the Bank’s commitments to originate or purchase loans, and for unused lines and outstanding letters of credit, are primarily at market interest rates, there is no significant fair value adjustment.

 

F-44



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

The book values and estimated fair values for the Company’s financial instruments are as follows:

 

 

 

December 31, 2011

 

December 31, 2010

 

 

 

Book

 

Estimated

 

Book

 

Estimated

 

 

 

Value

 

Fair Value

 

Value

 

Fair Value

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

22,130

 

$

22,130

 

$

14,384

 

$

14,384

 

Federal funds sold

 

1,272

 

1,272

 

395

 

395

 

Available for sale securities

 

312,620

 

312,620

 

360,025

 

360,025

 

Stock in the FHLB

 

16,274

 

16,274

 

16,274

 

16,274

 

Loans and leases receivable, net of allowance for loan and lease losses:

 

 

 

 

 

 

 

 

 

Commercial loans and leases

 

809,493

 

828,726

 

765,446

 

776,737

 

Residential mortgage loans

 

143,620

 

147,627

 

162,904

 

166,744

 

Consumer and other loans

 

196,149

 

193,656

 

208,485

 

203,545

 

Interest rate swaps

 

1,369

 

1,369

 

790

 

790

 

Accrued interest receivable

 

4,371

 

4,371

 

4,842

 

4,842

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

Demand deposit accounts

 

$

278,503

 

$

278,503

 

$

264,274

 

$

264,274

 

NOW accounts

 

70,663

 

70,663

 

70,327

 

70,327

 

Money market accounts

 

149,988

 

149,988

 

96,285

 

96,285

 

Savings accounts

 

345,850

 

345,850

 

341,667

 

341,667

 

Certificate of deposit accounts

 

286,350

 

286,693

 

347,613

 

349,386

 

Overnight and short-term borrowings

 

46,216

 

46,216

 

40,997

 

40,997

 

Wholesale repurchase agreements

 

 

 

20,000

 

20,190

 

FHLB borrowings

 

235,110

 

250,666

 

260,889

 

285,819

 

Subordinated deferrable interest debentures

 

13,403

 

13,089

 

13,403

 

15,645

 

Interest rate swaps

 

1,456

 

1,456

 

832

 

832

 

Accrued interest payable

 

961

 

961

 

1,616

 

1,616

 

 

(19)  Shareholders’ Equity

 

Capital guidelines issued by the Federal Reserve Board (“FRB”) require the Company to maintain minimum capital levels for capital adequacy purposes. Tier I capital is defined as common equity and retained earnings, less certain intangibles. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning assets and off-balance-sheet items to one of four risk categories, each with an appropriate weight. The risk-based capital rules are designed to make regulatory capital more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. The Bank is also subject to FDIC regulations regarding capital requirements. These regulations require banks to maintain minimum capital levels for capital adequacy purposes and higher capital levels to be considered “well-capitalized.”

 

As of December 31, 2011 and 2010, the Company and the Bank met all applicable minimum capital requirements and were considered “well-capitalized” by both the FRB and the FDIC. There have been no events or conditions since the end of the year that management believes would cause a change in either the Company’s or the Bank’s categorization. The Company’s and the Bank’s actual and required capital amounts and ratios are as follows:

 

F-45



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

 

 

 

 

 

 

For Capital

 

To Be Considered

 

 

 

Actual

 

Adequacy Purposes

 

“Well-Capitalized”

 

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

 

 

(Dollars in thousands)

 

At December 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

Bancorp Rhode Island, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier I capital (to average assets)

 

$

127,646

 

8.16

%

$

62,538

 

4.00

%

$

78,173

 

5.00

%

Tier I capital (to risk-weighted assets)

 

127,646

 

11.29

%

45,227

 

4.00

%

67,840

 

6.00

%

Total capital (to risk-weighted assets)

 

141,813

 

12.54

%

90,454

 

8.00

%

113,067

 

10.00

%

Bank Rhode Island:

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier I capital (to average assets)

 

$

127,285

 

8.14

%

$

62,526

 

4.00

%

$

78,158

 

5.00

%

Tier I capital (to risk-weighted assets)

 

127,285

 

11.21

%

45,435

 

4.00

%

68,152

 

6.00

%

Total capital (to risk-weighted assets)

 

141,552

 

12.46

%

90,869

 

8.00

%

113,586

 

10.00

%

At December 31, 2010:

 

 

 

 

 

 

 

 

 

 

 

 

 

Bancorp Rhode Island, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier I capital (to average assets)

 

$

127,711

 

8.10

%

$

63,035

 

4.00

%

$

78,794

 

5.00

%

Tier I capital (to risk-weighted assets)

 

127,711

 

11.27

%

45,316

 

4.00

%

67,975

 

6.00

%

Total capital (to risk-weighted assets)

 

141,925

 

12.53

%

90,633

 

8.00

%

113,291

 

10.00

%

Bank Rhode Island:

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier I capital (to average assets)

 

$

126,031

 

8.00

%

$

63,047

 

4.00

%

$

78,809

 

5.00

%

Tier I capital (to risk-weighted assets)

 

126,031

 

11.13

%

45,292

 

4.00

%

67,938

 

6.00

%

Total capital (to risk-weighted assets)

 

140,245

 

12.39

%

90,584

 

8.00

%

113,231

 

10.00

%

 

The trust preferred securities issued by the Company are included in its Tier I capital. On March 1, 2005, the FRB issued a final rule that allowed trust preferred securities to be included in Tier I capital of bank holding companies, subject to stricter quantitative limits and clearer standards. Under the rule, after a five-year transition period that ended on March 31, 2010, the aggregate amount of trust preferred securities is limited to 25% of Tier I capital elements, net of goodwill. The Company has evaluated the potential impact of the rule on its Tier I capital ratio and has concluded that the regulatory capital treatment of the trust preferred securities in the Company’s total capital ratio is unchanged. Under the Dodd-Frank Act, trust preferred securities will be excluded in calculating Tier I capital unless issued prior to May 19, 2010 by a bank holding company with less than $15 billion in assets.  Since the Company issued its trust preferred securities prior to May 19, 2010, the Company may continue to include these securities in its Tier I capital.

 

Stock Repurchase Program — On April 18, 2006, the Company’s Board authorized the Company to repurchase up to 245,000 shares of its common stock from time to time through open market or privately negotiated purchases. On November 26, 2007, the Company expanded the stock repurchase program to 345,000 shares and also adopted a written purchase plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Company concluded its repurchase program during the 1st quarter of 2008. Under the program, the Company repurchased 344,800 shares at a total cost of $11.8 million.

 

In February 2011 and February 2010, the Company’s Chief Executive Officer delivered 12,100 shares and 9,100 shares, respectively, of the Company’s common stock to satisfy the exercise price for stock options exercised. The shares delivered were valued at $30.56 and $24.00 per share for 25,200 and 22,000 stock options exercised in 2011 and 2010, respectively. The Chief Executive Officer paid the balance of the exercise price and all taxes in cash. The delivered shares are included with treasury stock in the consolidated balance sheets.

 

In 2011, executive officers delivered 11,700 shares of the Company’s common stock to satisfy income tax withholding requirements related to the vesting of 34,998 shares of restricted stock. The shares delivered throughout the year at prices ranging from $41.24 to $44.32. The delivered shares are included with treasury stock in the consolidated balance sheets.

 

F-46



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

(20)  Earnings per Share

 

The following table is a reconciliation of basic EPS and diluted EPS:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

(Dollars in thousands)

 

Basic EPS Computation:

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

Net income

 

$

5,238

 

$

9,835

 

$

5,539

 

Preferred stock dividend

 

 

 

(892

)

Preferred stock accretion

 

 

 

(1,405

)

Net income applicable to common

 

$

5,238

 

$

9,835

 

$

3,242

 

Denominator:

 

 

 

 

 

 

 

Weighted average shares outstanding

 

4,685,954

 

4,658,668

 

4,604,308

 

Basic EPS

 

$

1.12

 

$

2.10

 

$

0.71

 

Diluted EPS Computation:

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

Net income applicable to common

 

$

5,238

 

$

9,835

 

$

3,242

 

Denominator:

 

 

 

 

 

 

 

Common shares outstanding

 

4,685,954

 

4,658,668

 

4,604,308

 

Stock options

 

79,742

 

27,113

 

22,126

 

Stock warrants

 

 

 

 

Contingent shares

 

5,263

 

1,535

 

 

Total shares

 

4,770,959

 

4,687,316

 

4,626,434

 

Diluted EPS

 

$

1.10

 

$

2.10

 

$

0.70

 

 

Weighted average stock options outstanding, not included in the computation of diluted EPS above because they were anti-dilutive totaled 33,376, 308,510 and 308,765 for the years ended December 31, 2011, 2010 and 2009, respectively.

 

(21) Supplementary Disclosures of Cash Flow Information

 

The following summarizes supplementary disclosures of cash flow information:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

Supplementary disclosures:

 

 

 

 

 

 

 

Cash paid for interest

 

$

14,947

 

$

19,901

 

$

31,667

 

Cash paid for income taxes

 

2,770

 

6,165

 

3,429

 

Non-cash transactions:

 

 

 

 

 

 

 

Change in accumulated other comprehensive income, net of taxes

 

 

 

 

 

 

 

Unrealized holding gains on available for sale securities

 

4,799

 

(126

)

2,202

 

Prior period service cost related to SERP

 

(2,051

)

 

 

Macrolease acquisition

 

 

211

 

78

 

Transfer of loans to OREO

 

1,314

 

1,239

 

2,083

 

Treasury stock acquisitions from shares tendered in stock option exercises

 

879

 

218

 

254

 

Non-credit component of other-than-temporary impairment, net of taxes

 

 

(706

)

1,355

 

 

(22)      Regulation, Taxation and Litigation

 

The Company and the Bank are subject to extensive regulation and examination by the FRB, the Rhode Island Division of Banking and the FDIC, which insures the Bank’s deposits to the maximum extent permitted by law. The federal and state laws and regulations which are applicable to banks regulate, among other things, the scope of their business, their investments, their reserves against deposits, the timing of the availability of deposited funds and the nature and amount of collateral for certain loans. The laws and regulations governing the Bank generally have been promulgated to protect

 

F-47



 

BANCORP RHODE ISLAND, INC.

Notes to Consolidated Financial Statements (continued)

 

depositors and not for the purpose of protecting shareholders. Bank regulatory authorities have the right to restrict the payment of dividends by banks and bank holding companies to shareholders.

 

The Company is involved in various tax assessment claims and legal proceedings which are described in detail below.

 

Massachusetts Department of Revenue Litigation — In June 2009, Bank Rhode Island (the “Bank”) received a Notice of Assessment from the Massachusetts Department of Revenue (“DOR”) challenging the 2002 to 2006 state income tax due from BRI Investment Corp., a Rhode Island passive investment company. The DOR sought to collapse the income from BRI Investment Corp. into the Bank’s income and assess state corporate excise tax on the resulting apportioned income. The passive investment company is not subject to corporate income tax in the State of Rhode Island. The Bank filed an Application for Abatement in September 2009 contesting the assessment and asserting its position. The Bank was notified in March 2010 that the application was denied and subsequently filed a petition with the Massachusetts Appellate Tax Board pursuing its position.

 

In June 2010, the DOR performed an audit of tax years 2007 and 2008, challenging the Bank’s position of the tax treatment of BRI Investment Corp. under the same assertion. The Bank received a Notice of Assessment from the DOR in November 2010. The total estimated tax assessment, accrued interest and penalties for all years is $710 thousand. As a result of 2008 amendments to tax law, the Company filed the 2009 Massachusetts income tax return and will continue to file future Massachusetts income tax returns on a combined reporting basis. There are no further tax years available for audit under the statute of limitations.

 

In December 2011, the Bank reached a verbal settlement agreement with the DOR to settle the assessment in the amount of $345 thousand.  This settlement was accrued for at December 31, 2011 and finalized on February 15, 2012.

 

Empire Litigation — On June 5, 2008, Empire Merchandising Corp. (“EMC”) and Joseph Pietrantonio (collectively, the “Plaintiffs”) filed a complaint in the Providence County Superior Court against the Company, the Bank, and EMC’s outside accountants, Bernard Labush and Stevan H. Labush, alleging damages arising out of an embezzlement scheme perpetrated by EMC’s bookkeeper beginning around January 2004 and continuing until September 2005. The Plaintiffs asserted the following causes of action against the Company: breach of contract, breach of implied covenant of good faith and fair dealing, negligence, infliction of emotional distress, unjust enrichment and interference with advantageous relationship. The Company denied any liability and asserted a counterclaim seeking repayment of indebtedness due under the line of credit and the personal guaranty of Mr. Pietrantonio. The case was tried before a jury in February 2011. On March 10, 2011, the jury returned a verdict against the Company, finding that the Company was negligent and had breached the line of credit agreement with EMC and that the Company had intentionally inflicted emotional distress on Mr. Pietrantonio. The jury awarded damages of $1.4 million to EMC for the loss of the business and $500 thousand to Mr. Pietrantonio for lost wages and emotional distress, and the Superior Court judge awarded the Plaintiffs interest in the amount of $1.3 million. This verdict was reduced by approximately $147 thousand following the hearing on post-trial motions. The Company filed a notice of appeal and the Company is pursuing an appeal of the judgment to the Rhode Island Supreme Court. After receiving the Court’s verdict, the Company requested reimbursement from its insurance carrier for $3.3 million of the verdict. The insurance company declined payment. The Company has accrued $3.3 million.

 

Flanagan Litigation — On October 20, 2010, Peter Flanagan (“Flanagan”) filed a complaint in the United States District Court, District of Rhode Island, against Bancorp Rhode Island, Inc. and certain officers and directors of the Company alleging wrongful termination in the form of a whistleblower claim pursuant to the Sarbanes-Oxley Act of 2002 and the Rhode Island Whistleblower Protection Act for unspecified damages. On May 9, 2011, Flanagan amended the complaint to include a claim pursuant to the Dodd-Frank Act.  This matter is currently pending in federal court.

 

(23)     Subsequent Events

 

On January 1, 2012, pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of April 19, 2011, between Brookline Bancorp, Inc. (“Brookline”) and the Company, Brookline completed its acquisition of BancorpRI through the merger of the Company with and into Brookline, with Brookline as the surviving corporation (the “Merger”). In connection with the Merger, 11 million shares of Brookline’s common stock with a fair value of approximately $92.8 million were issued to Company shareholders. Cash paid to shareholders exclusive of stock compensation payouts was approximately $113 million. Brookline also assumed approximately $13 million in subordinated debt from the Company.

 

F-48



 

BANCORP RHODE ISLAND, INC.

 

Management’s Statement of Responsibility

 

The consolidated financial statements contained in this annual report have been prepared in accordance with generally accepted accounting principles and, where appropriate, include amounts based upon management’s best estimates and judgments. Management is responsible for the integrity and the fair presentation of the consolidated financial statements and related information.

 

Management maintains a system of internal controls to provide reasonable assurance that the Company’s assets are safeguarded against loss and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States of America. These internal controls include the establishment and communication of policies and procedures, the selection and training of qualified personnel and an internal auditing program that evaluates the adequacy and effectiveness of such internal controls, policies and procedures. Management recognizes that even a highly effective internal control system has inherent risks, including the possibility of human error and the circumvention or overriding of controls, and that the effectiveness of an internal control system can change with circumstances. However, management believes that the internal control system provides reasonable assurance that errors or irregularities that could be material to the consolidated financial statements are prevented or would be detected on a timely basis and corrected through the normal course of business. As of December 31, 2011, management believes the internal controls were in place and operating effectively.

 

The Board of Directors discharges its responsibility for the consolidated financial statements through its Audit Committee, which is comprised entirely of non-employee directors. The Audit Committee meets periodically with management, internal auditors and the independent public accountants. The internal auditors and the independent public accountants have direct full and free access to the Audit Committee and meet with it, with and without management being present, to discuss the scope and results of their audits and any recommendations regarding the system of internal controls.

 

The independent accountants were engaged to perform an independent audit of the consolidated financial statements. They have conducted their audit in accordance with auditing standards generally accepted in the United States of America.

 

/s/ Mark J. Meiklejohn

 

/s/ Julie A. Gerschick

Chief Executive Officer

 

Chief Financial Officer

March 16, 2012

 

March 16, 2012

 

F-49