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Annual Meeting of Shareholders
May 18, 2011
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Certain statements contained in this presentation are “Forward Looking
Statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward Looking Statements may be identified by the use of
forward looking terminology such as “may,” “believes,” “intends,” “expects,”
and “anticipates” or similar terms or variations of these terms. Actual results
could differ materially from those set forth in Forward Looking Statements
due to a variety of factors including, without limitation, competition, interest
rate risk, credit risk, political and economic conditions and regulatory issues.
Further information on these risk factors is included in our Annual Report on
Form 10-K and other filings with the Securities and Exchange Commission.
Statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward Looking Statements may be identified by the use of
forward looking terminology such as “may,” “believes,” “intends,” “expects,”
and “anticipates” or similar terms or variations of these terms. Actual results
could differ materially from those set forth in Forward Looking Statements
due to a variety of factors including, without limitation, competition, interest
rate risk, credit risk, political and economic conditions and regulatory issues.
Further information on these risk factors is included in our Annual Report on
Form 10-K and other filings with the Securities and Exchange Commission.
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On April 19, 2011, the Company entered into a merger agreement with Brookline Bancorp, Inc.
(“Brookline Bancorp”) pursuant to which the Company will merge with and into Brookline Bancorp,
whereupon the separate corporate existence of the Company will cease and its subsidiary, Bank Rhode
Island will become a wholly owned subsidiary of Brookline Bancorp. In connection with the merger,
Brookline Bancorp intends to file with the Securities and Exchange Commission (“SEC”) a registration
statement on Form S-4, which will include a proxy statement of the Company and a prospectus of
Brookline Bancorp, as well as other relevant materials concerning the merger. Investors and security
holders of the Company are urged to read the proxy statement/prospectus and the other relevant
materials when they become available because they will contain important information about Brookline
Bancorp, the Company and the proposed transaction. The proxy statement/prospectus and other
relevant materials (when they become available), and any and all documents filed by Brookline Bancorp
or the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In
addition, investors may obtain free copies of the documents filed by Brookline Bancorp with the SEC by
directing a written request to Paul R. Bechet, Chief Financial Officer, Brookline Bancorp, 160 Washington
Street, Brookline, MA 02445. Investors may obtain free copies of the documents filed by the Company
with the SEC by directing a written request to Linda H. Simmons, Chief Financial Officer, One Turks
Head Place, Providence, Rhode Island 02903. The Company and certain of their directors and executive
officers may be deemed to be participants in the solicitation of proxies from the shareholders of the
Company in connection with the merger. Information about the directors and executive officers of the
Company is set forth in the proxy statement for the Company’s 2011 annual meeting of shareholders, as
filed with the SEC on a Schedule 14A on April 15, 2011. Additional information regarding the interests of
those participants and other persons who may be deemed participants in the transaction may be
obtained by reading the proxy statement regarding the merger when it becomes available.
(“Brookline Bancorp”) pursuant to which the Company will merge with and into Brookline Bancorp,
whereupon the separate corporate existence of the Company will cease and its subsidiary, Bank Rhode
Island will become a wholly owned subsidiary of Brookline Bancorp. In connection with the merger,
Brookline Bancorp intends to file with the Securities and Exchange Commission (“SEC”) a registration
statement on Form S-4, which will include a proxy statement of the Company and a prospectus of
Brookline Bancorp, as well as other relevant materials concerning the merger. Investors and security
holders of the Company are urged to read the proxy statement/prospectus and the other relevant
materials when they become available because they will contain important information about Brookline
Bancorp, the Company and the proposed transaction. The proxy statement/prospectus and other
relevant materials (when they become available), and any and all documents filed by Brookline Bancorp
or the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In
addition, investors may obtain free copies of the documents filed by Brookline Bancorp with the SEC by
directing a written request to Paul R. Bechet, Chief Financial Officer, Brookline Bancorp, 160 Washington
Street, Brookline, MA 02445. Investors may obtain free copies of the documents filed by the Company
with the SEC by directing a written request to Linda H. Simmons, Chief Financial Officer, One Turks
Head Place, Providence, Rhode Island 02903. The Company and certain of their directors and executive
officers may be deemed to be participants in the solicitation of proxies from the shareholders of the
Company in connection with the merger. Information about the directors and executive officers of the
Company is set forth in the proxy statement for the Company’s 2011 annual meeting of shareholders, as
filed with the SEC on a Schedule 14A on April 15, 2011. Additional information regarding the interests of
those participants and other persons who may be deemed participants in the transaction may be
obtained by reading the proxy statement regarding the merger when it becomes available.
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Review of 2010
– Highlights
– Financial performance
Financial results - Q1 2011
Brookline/BancorpRI merger
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A Year in Review - 2010
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Global environment showed slow growth but remains
challenging
challenging
Unemployment still high at national and local levels but
improving slightly
improving slightly
Consumer spending still cautious
Credit quality is manageable
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Strong business performance in a challenging environment
– Net income at record level, increased 78% over 2009
– Significant diluted earnings per share growth of 200%
– Commercial loans and core deposits grew
– Expanded net interest margin
– Disciplined expense management
– Increased dividend by 12%
Credit quality
– Remained solid
Other accomplishments
– #1 SBA lender in Rhode Island for 2nd consecutive year
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Commercial Loans & Leases
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Core deposits are defined as DDA, NOW, money market and savings accounts
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Noninterest Expense
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Dividend Track Record
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(1) Source: Includes all major exchanges (NYSE, NYSE Amex, NASDAQ) banks and thrifts in SNL's coverage universe. The aggregates are
size weighted, calculated by consolidating all companies into a single entity.
size weighted, calculated by consolidating all companies into a single entity.
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Financial Results - Q1 2011
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At $2.3 million, net income up 8.5% from Q4 2010
Diluted EPS of $0.49
Net interest margin expands to 3.58%
Commercial loan growth continues but slowly
Core deposits reach 70% of total deposits
Nonperforming assets remain at a manageable level
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Financial Results
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Asset Quality
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Brookline Bancorp/BancorpRI Merger
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On April 20, 2011:
– Announced a merger with Brookline Bancorp. Inc.
– Shareholders can elect to receive either:
• $48.25 in cash; or
• 4.686 shares of Brookline Bancorp common stock; or
• a combination thereof
– The cash consideration will remain fixed while the value of the
stock consideration will fluctuate with the market price of
Brookline Bancorp common stock.
stock consideration will fluctuate with the market price of
Brookline Bancorp common stock.
– All elections are subject to adjustment and allocation
procedures to ensure that:
procedures to ensure that:
• Approximately 50% of the outstanding shares of BancorpRI
common stock will convert into cash, and
common stock will convert into cash, and
• Approximately 50% of the outstanding shares of BancorpRI
common stock will convert into Brookline Bancorp common stock.
common stock will convert into Brookline Bancorp common stock.
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On April 20, 2011:
– The deal pricing represented a 57% premium to the stock price
– Market valuations (as of 4/20/11):
• 1.9x tangible book value
• 22.2x forward EPS (analysts consensus)
– Expect to close in 4th quarter 2011
– BankRI will keep its name, its Board and its bank charter.
– No overlap between the two companies, no branches will be
closed.
closed.
– As far as our customers are concerned, it will be business as
usual.
usual.
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"This transaction represents a
tremendous opportunity to enhance
shareholder value, strengthen our
competitive market position and bring
together two organizations dedicated to
serving New England businesses and
residents."
tremendous opportunity to enhance
shareholder value, strengthen our
competitive market position and bring
together two organizations dedicated to
serving New England businesses and
residents."
Paul Perrault - Brookline’s President
and CEO
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Banks/Thrifts in New England
Source: SNL Financial. Data as of March 31, 2011
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Questions?
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Annual Meeting of Shareholders
May 18, 2011