BPFH » Topics » D. Capital Resources

This excerpt taken from the BPFH 10-K filed Mar 11, 2009.

B. Capital Resources

The Company’s total stockholders’ equity at December 31, 2008 was $689.0 million, compared to $662.5 million at December 31, 2007, an increase of $26.5 million. The increase in stockholders’ equity was the result of the proceeds received for the Company’s third quarter capital raise, the fourth quarter TARP funding, stock compensation, stock issued for deferred acquisition payments and stock issued in connection with the Company’s employee stock purchase plan, and the change in accumulated other comprehensive income. The increases were offset by the current year net loss, and dividends paid to the Company’s preferred and common stockholders. Please refer to Part II, Item 8, “Financial Statements and Supplementary Data—Note 18: Equity” for further detail on the Company’s third quarter capital raise and fourth quarter TARP funding.

As a bank holding company, the Company is subject to various regulatory capital requirements administered by federal agencies. At December 31, 2008, the Company’s Tier I leverage capital ratio stood at 10.52%, compared to 7.28% at December 31, 2007. The Company is also subject to a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2008, the Company had a Tier I risk-based capital ratio of 14.19% compared to 9.42% at December 31, 2007. The Company had a Total risk-based capital ratio of 15.47% at December 31, 2008, compared to 10.84% at December 31, 2007. To be categorized as “well capitalized,” the Company and the Banks must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios of 10%, 6%, and 5%, respectively. In addition, the Company and the Banks cannot be subject to any written agreement, order or capital directive or prompt corrective action to be considered “well capitalized.”

As of December 31, 2008, the Company and the Banks have capital ratios above the minimum standards to be considered “well capitalized”. Due to the supervisory agreement between the FDIC, the CFDI and FPB, the Company and FPB cannot be classified more favorably than “adequately capitalized”. As of December 31, 2008, except for FPB, all of the Banks met the FDIC requirements under the regulatory framework for prompt corrective action to be categorized as “well capitalized”.

The Company contributed $125.3 million of capital to FPB in 2008. These capital contributions were needed for FPB to meet applicable regulatory capital requirements. In addition, the Company made capital contributions of $6.4 million to Borel and $3.0 million to Charter in 2008. The capital contributions to Borel were made to support significant loan growth during the year . The capital contribution to Charter was made to meet applicable regulatory capital requirements. See Part I, Item 1, “Business—Regulatory Considerations—Certain Restrictions on Activities and Operations of BPFH—Capital Requirements.”

 

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These excerpts taken from the BPFH 10-K filed Mar 14, 2008.

D. Capital Resources

Total stockholders’ equity of the Company at December 31, 2007 was $662.5 million, compared to $635.2 million at December 31, 2006, an increase of $27.3 million. The increase was the result of our current year earnings, proceeds from options exercised including tax benefits, if any, common stock issued in connection with stock grants to employees, common stock issued for acquisitions, including contingent payments, and the change in accumulated other comprehensive income. These increases were partially offset by dividends paid to stockholders and the Company’s stock repurchase.

As a bank holding company, the Company is subject to a number of regulatory capital requirements that have been adopted by the FRB. At December 31, 2007, the Company’s Tier I leverage capital ratio stood at 7.28%, compared to 8.22% at December 31, 2006. The Company is also subject to a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2007, the Company had a Tier I risk-based capital ratio of 9.42% compared to 10.70% at December 31, 2006. The Company had a Total risk-based capital ratio of 10.84% at December 31, 2007, compared to 12.24% at December 31, 2006. The minimum Tier I leverage, Tier I risk-based, and Total risk-based capital ratios necessary to enable the Company to be classified for regulatory purposes as a “well capitalized” institution are 5.00%, 6.00% and 10.00%, respectively.

The decrease in the Company’s Total risk-based capital ratio, as compared to the prior year-end, resulted from the strong asset growth at the Banks and goodwill and intangibles recorded on the Company’s acquisitions.

At December 31, 2007 and 2006, the Company’s Banks were considered “well capitalized” for Tier I leverage and Tier I risk-based capital ratios. The Company’s Banks, except for FPB, were considered well capitalized for Total risk based capital ratios. FPB was considered adequately capitalized as of December 31, 2007. In February of 2008, FPB made an adjustment to their 2007 allowance for loan losses as of December 31, 2007. This adjustment resulted in FPB’s risk based capital ratio to fall below the well capitalized level. Concurrent with the adjustment, Boston Private contributed $11.5 million of additional capital to FPB. The amount of the capital contribution was intended to bring FPB’s total risk based capital ratio above 10.0%. See Part I, Item 1, “Business—Bank Regulatory Considerations—Certain Restrictions on Activities and Operations of Boston Private—Capital Requirements.”


D. Capital Resources

Total stockholders’ equity of the Company at December 31, 2007 was
$662.5 million, compared to $635.2 million at December 31, 2006, an increase of $27.3 million. The increase was the result of our current year earnings, proceeds from options exercised including tax benefits, if any, common stock
issued in connection with stock grants to employees, common stock issued for acquisitions, including contingent payments, and the change in accumulated other comprehensive income. These increases were partially offset by dividends paid to
stockholders and the Company’s stock repurchase.

As a bank holding company, the Company is subject to a number of regulatory capital
requirements that have been adopted by the FRB. At December 31, 2007, the Company’s Tier I leverage capital ratio stood at 7.28%, compared to 8.22% at December 31, 2006. The Company is also subject to a risk-based capital
measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2007,
the Company had a Tier I risk-based capital ratio of 9.42% compared to 10.70% at December 31, 2006. The Company had a Total risk-based capital ratio of 10.84% at December 31, 2007, compared to 12.24% at December 31, 2006. The
minimum Tier I leverage, Tier I risk-based, and Total risk-based capital ratios necessary to enable the Company to be classified for regulatory purposes as a “well capitalized” institution are 5.00%, 6.00% and 10.00%, respectively.

The decrease in the Company’s Total risk-based capital ratio, as compared to the prior year-end, resulted from the strong asset
growth at the Banks and goodwill and intangibles recorded on the Company’s acquisitions.

At December 31, 2007 and 2006, the
Company’s Banks were considered “well capitalized” for Tier I leverage and Tier I risk-based capital ratios. The Company’s Banks, except for FPB, were considered well capitalized for Total risk based capital ratios. FPB was
considered adequately capitalized as of December 31, 2007. In February of 2008, FPB made an adjustment to their 2007 allowance for loan losses as of December 31, 2007. This adjustment resulted in FPB’s risk based capital ratio to fall
below the well capitalized level. Concurrent with the adjustment, Boston Private contributed $11.5 million of additional capital to FPB. The amount of the capital contribution was intended to bring FPB’s total risk based capital ratio above
10.0%. See Part I, Item 1, “Business—Bank Regulatory Considerations—Certain Restrictions on Activities and Operations of Boston Private—Capital Requirements.”

STYLE="margin-top:18px;margin-bottom:0px">
E. Liquidity

Liquidity is defined as the Company’s ability to generate cash adequate to meet its needs
for day-to-day operations and material long and short-term commitments. The Company manages its liquidity based on demand, commitments, specific events and uncertainties to meet current and future financial obligations of a short-term

 


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nature. The Company’s objective in managing liquidity is to respond to the needs of depositors and borrowers as well as to earnings enhancement
opportunities in a changing marketplace.

Management is responsible for establishing and monitoring liquidity targets as well as strategies
to meet these targets. In general, the Company maintains a relatively high degree of liquidity. At December 31, 2007, consolidated cash and cash equivalents and securities available-for-sale amounted to $843.9 million, or 12.4% of total assets
of the Company.

Liquidity at the Holding Company should also be considered separately from the consolidated liquidity as there are
restrictions on the ability of the Banks to distribute funds to the Holding Company. The Holding Company’s primary sources of funds are dividends from its subsidiaries, a $75 million committed line of credit with an unaffiliated bank, and
access to the money and capital markets. The purpose of the line of credit is to provide short-term working capital to the Company and its subsidiaries, if necessary. The Company is required to maintain various loan covenants in conjunction with the
revolving credit agreement. As of December 31, 2007, the Company was not in compliance with these covenants and there were no outstanding borrowings under this line of credit. In January 2008, the Company entered into a new $75 million line of
credit to replace the facility in place as of December 31, 2007, which by its terms had expired. As a result of the increased provision to FPB’s allowance for loan losses, and related circumstances, the Company is not in compliance with certain
covenants under this revolving credit agreement. In light of its non-compliance, the Company is in discussions with its lenders regarding the satisfaction of certain provisions of the credit agreement. The Company has $3.0 million outstanding under
the line of credit as of March 12, 2008. No additional borrowings are available under the line of credit until the non-compliance is waived or the credit agreement is modified. In the event that the Company and its lenders do not reach an agreement
on amendments to the credit agreement, the Company would likely be requested to repay promptly amounts due and owed under the credit agreement, and would seek other sources of financing and liquidity. The Company does not anticipate that any
inability to access the line of credit, or the request that it repay currently outstanding amounts under the credit agreement, will have a material adverse effect upon its liquidity. In the short-term, management anticipates the cost of borrowing
under the line of credit would be lower than the cost of accessing the capital markets to issue additional common stock. However, it may be necessary to raise capital to meet regulatory requirements even though it would be less expensive to borrow
the cash needed.

In addition, the Holding Company has $214 million of 4.20% fixed rate notes receivable from the Banks, except for FPB,
due July, 2009. Management expects the Banks would not be adverse to prepaying these notes in the current interest rate environment.

SIZE="2">Dividends from the Banks are limited by various regulatory requirements relating to capital adequacy and retained earnings. See Part II, Item 5 “Market for Registrant’s Common Equity and Related Stockholders Matters.”
Management believes that the Company has adequate liquidity to meet its commitments for the foreseeable future.

Bank Liquidity. The
Banks are each a member of their regional FHLB, and as such, have access to short and long-term borrowings from those institutions. At December 31, 2007, the Banks had available credit of $743.9 million from the various FHLBs. Liquid assets
(i.e. cash and due from banks, federal funds sold, and investment securities available-for-sale) of the Banks totaled $810.8 million, which equals 14.0% of the Banks’ total liabilities and 12.5% of the Banks’ total assets.
Management believes that the Banks have adequate liquidity to meet their commitments for the foreseeable future.

In addition to the above
liquidity, the Banks have access to the Federal Reserve Banks’ Discount Window facility which can provide short-term liquidity as “lender of last resort.”

FACE="Times New Roman" SIZE="2">Holding Company Liquidity. At December 31, 2007, the estimated cash payments accrued under deferred purchase obligations was approximately $2.8 million which is to be paid in 2008 and 2009. The timing
of these payments varies depending on the specific terms of each business acquisition agreement. Variability exists in

 


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these estimated cash flows because certain payments may be based on amounts yet to be determined, such as earn out agreements that may be based on adjusted
earnings, revenues or selected AUM.

Additionally, the Company along with several of the Company’s majority-owned affiliate partners
have put and call options that would require the Company to purchase (and the majority-owned affiliate partners to sell) the remaining minority ownership interests in these companies at the then fair market value. Future payments under these put and
call options can not be estimated accurately due to the unpredictability of exercises of those rights and fair market values at future dates.

SIZE="2">The Company is required to pay interest quarterly on its junior subordinated debentures and long-term debt. The estimated cash outlay for the interest payments in 2008 is approximately $20.9 million. The Company presently plans to pay cash
dividends on its common stock on a quarterly basis. Based on the current dividend rate and estimated shares outstanding, the Company estimates the amount to be paid out in 2008 for dividends to shareholders will be approximately $15.3 million. See
Part II, Item 5, —“Market for Registrant’s Common Equity and Related Stockholders Matters.”

This excerpt taken from the BPFH 10-K filed Feb 28, 2007.

B. Capital Resources

Total stockholders’ equity of the Company at December 31, 2006 was $635.2 million, compared to $539.3 million at December 31, 2005, an increase of $95.9 million. The increase was primarily the result of our common stock issued in connection with the acquisition of Anchor, combined with our current year earnings, proceeds from options exercised including tax benefits, if any, common stock issued in connection with stock grants to employees, common stock issued for contingent payments on acquisitions, and the change in accumulated other comprehensive income. These increases were partially offset by dividends paid to stockholders.

As a bank holding company, the Company is subject to a number of regulatory capital requirements that have been adopted by the Federal Reserve Board. At December 31, 2006, the Company’s Tier I leverage capital ratio stood at 8.22%, compared to 7.64% at December 31, 2005. The Company is also subject to a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2006, the Company had a Tier I risk-based capital ratio of 10.70% compared to

 

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10.57% at December 31, 2005. The Company had a Total risk-based capital ratio of 12.24% at December 31, 2006, compared to 13.14% at December 31, 2005. The minimum Tier I leverage, Tier I risk-based, and Total risk-based capital ratios necessary to enable the Company to be classified for regulatory purposes as a “well capitalized” institution are 5.00%, 6.00% and 10.00%, respectively. The Company was considered to be “well capitalized” as of December 31, 2006 and 2005. See Part I, Item 1, “Business—Bank Regulatory Considerations—Certain Restrictions on Activities and Operations of Boston Private—Capital Requirements.”

The decrease in the Company’s Total risk-based capital ratio, as compared to the prior year-end, resulted from the strong asset growth at the Banks and goodwill and intangibles recorded on the Company’s minority interests in BOS and Coldstream Capital. These items were partially offset by increases in equity in 2006 resulting from the common stock issued in the Anchor acquisition, net income, and stock option exercises.

At December 31, 2006, Boston Private Bank’s Tier I leverage capital ratio stood at 6.78%, compared to 6.54% at December 31, 2005. Boston Private Bank had a Tier I risk-based capital ratio of 10.15% and a Total risk-based capital ratio of 11.40% at December 31, 2006. This compares to a Tier I risk-based capital ratio of 9.90% and a Total risk-based capital ratio of 11.15% at December 31, 2005. Boston Private Bank was considered to be “well capitalized” as of December 31, 2006 and 2005.

At December 31, 2006, Borel’s Tier I leverage capital ratio stood at 9.60%, compared to 9.02% at December 31, 2005. Borel had a Tier I risk-based capital ratio of 9.74% and a Total risk-based capital ratio of 10.89% at December 31, 2006. This compares to a Tier I risk-based capital ratio of 10.17% and a Total risk-based capital ratio of 11.42% at December 31, 2005. Borel was considered to be “well capitalized” as of December 31, 2006 and 2005.

At December 31, 2006, FPB’s Tier I leverage capital ratio stood at 9.94%, compared to 9.22% at December 31, 2005. FPB had a Tier I risk-based capital ratio of 10.74% and a Total risk-based capital ratio of 11.90% at December 31, 2006. This compares to a Tier I risk-based capital ratio of 10.66% and a Total risk-based capital ratio of 11.86% at December 31, 2005. FPB was considered to be “well capitalized” as of December 31, 2006 and 2005.

At December 31, 2006, Gibraltar’s Tier I leverage capital ratio stood at 7.51% compared to 7.59% at December 31, 2005. Gibraltar had a Tier I risk-based capital ratio of 9.89% and a Total risk-based capital ratio of 11.06% at December 31, 2006. This compares to a Tier I risk-based capital ratio of 10.28% and a Total risk-based capital ratio of 11.41% at December 31, 2005. Gibraltar was considered to be “well capitalized” as of December 31, 2006 and 2005.

 

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This excerpt taken from the BPFH 10-K filed Mar 10, 2006.

B. Capital Resources

Total stockholders’ equity of the Company at December 31, 2005 was $533.6 million, compared to $321.2 million at December 31, 2004, an increase of $212.4 million. The increase was primarily the result of our common stock and stock options issued in connection with the acquisition of Gibraltar Financial, the Company’s sale of 1.6 million shares of common stock under the Forward Agreement which generated net proceeds of approximately $36.4 million, combined with our current year earnings, proceeds from options exercised including tax benefits, if any, and common stock issued in connection with stock grants to employees. These increases were offset by dividends paid to stockholders and the change in accumulated other comprehensive income.

As a bank holding company, the Company is subject to a number of regulatory capital requirements that have been adopted by the Federal Reserve Board. At December 31, 2005, the Company’s Tier I leverage capital ratio stood at 7.48%, compared to 7.88% at December 31, 2004. The Company is also subject to a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2005, the Company had a Tier I risk-based capital ratio of 10.36% compared to 10.92% at December 31, 2004. The Company had a Total risk-based capital ratio of 13.00% at December 31, 2005, compared to 12.17% at December 31, 2004. The minimum Tier I leverage, Tier I risk-based, and Total risk-based capital ratios necessary to enable the Company to be classified for regulatory purposes as a “well capitalized” institution are 5.00%, 6.00% and 10.00%, respectively. The Company was considered to be “well capitalized” as of December 31, 2005 and 2004. See Part I, Item 1, “Business—Bank Regulatory Considerations—Certain Restrictions on Activities and Operations of Boston Private—Capital Requirements.”

The increase in the Company’s total risk-based capital ratio, as compared to the prior year-end resulted from the increases in equity in 2005 resulting from the common stock and stock options issued in the Gibraltar Financial acquisition, net income and stock option exercises. The additional Trust Preferred securities issued in the third quarter of 2005 improved the Company’s capital ratios as well. Trust Preferred debt securities are treated favorably from a regulatory capital perspective; however regulatory guidelines limit the total amount of Trust Preferred securities that qualify for favorable capital treatment.

 

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At December 31, 2005, Boston Private Bank’s Tier I leverage capital ratio stood at 6.42%, compared to 6.20% at December 31, 2004. Boston Private Bank had a Tier I risk-based capital ratio of 9.74% and a Total risk-based capital ratio of 10.99% at December 31, 2005. This compares to a Tier I risk-based capital ratio of 9.52% and a Total risk-based capital ratio of 10.77% at December 31, 2004. Boston Private Bank was considered to be “well capitalized” as of December 31, 2005 and 2004.

At December 31, 2005, Borel’s Tier I leverage capital ratio stood at 8.93%, compared to 7.95% at December 31, 2004. Borel had a Tier I risk-based capital ratio of 10.08% and a Total risk-based capital ratio of 11.33% at December 31, 2005. This compares to a Tier I risk-based capital ratio of 9.18% and a Total risk-based capital ratio of 10.41% at December 31, 2004. Borel was considered to be “well capitalized” as of December 31, 2005 and 2004. The Company made a capital contribution to Borel of $3.0 million in 2005.

At December 31, 2005, FPB’s Tier I leverage capital ratio stood at 9.21%, compared to 7.64% at December 31, 2004. FPB had a Tier I risk-based capital ratio of 10.65% and a Total risk-based capital ratio of 11.85% at December 31, 2005. This compares to a Tier I risk-based capital ratio of 10.23% and a Total risk-based capital ratio of 11.41% at December 31, 2004. FPB was considered to be “well capitalized” as of December 31, 2005 and 2004.

At December 31, 2005, Gibraltar’s Tier I leverage capital ratio stood at 7.59%. Gibraltar had a Tier I risk-based capital ratio of 10.28% and a Total risk-based capital ratio of 11.41% at December 31, 2005. Gibraltar was considered to be “well capitalized” as of December 31, 2005. The Company made capital contributions to Gibraltar of $19.0 million in 2005.

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