0000821127-12-000043.txt : 20121018 0000821127-12-000043.hdr.sgml : 20121018 20121018171327 ACCESSION NUMBER: 0000821127-12-000043 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121018 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121018 DATE AS OF CHANGE: 20121018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON PRIVATE FINANCIAL HOLDINGS INC CENTRAL INDEX KEY: 0000821127 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042976299 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35070 FILM NUMBER: 121150996 BUSINESS ADDRESS: STREET 1: 10 POST OFFICE SQ CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175561900 MAIL ADDRESS: STREET 1: 10 POST OFFICE SQUARE CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: BOSTON PRIVATE BANCORP INC DATE OF NAME CHANGE: 19920703 8-K/A 1 a2012q38-kaearningspershar.htm 8-K/A 2012 Q3 8-K/A Earnings Per Share Data


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 18, 2012
Boston Private Financial Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
0-17089
04-2976299
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
Ten Post Office Square, Boston, Massachusetts 02109
(Address of principal executive offices)
(617) 912-1900
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02.
Results of Operations and Financial Condition.

On October 17, 2012, Boston Private Financial Holdings, Inc. (“Company”) filed a Current Report on Form 8-K (the “Original Filing”) to report the Company's financial results for the third quarter ended September 30, 2012.  This Current Report on Form 8-K/A (“Current Report”) is filed as an amendment to the Original Filing.
The information in this Current Report furnished under this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
In the Original Filing, the Company's weighted average diluted shares and weighted average basic shares, including participating securities, were overstated by 788,925 shares for the three months ended September 30, 2012 and by 658,534 shares for the nine months ended September 30, 2012.  The actual number of shares for weighted average basic shares, including participating securities, was 85,392,074 for the three months ended September 30, 2012 and 85,118,930 for the nine months ended September 30, 2012.  The actual number of weighted average diluted shares was 77,367,611 for the three months ended September 30, 2012 and 76,814,20 for the nine months ended September 30, 2012. These changes do not alter the diluted total earnings per share for three or nine months ended September 30, 2012. An updated per share data table reflecting these changes is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
99.1    Per Share Data Table



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
    
 
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
 
 
 
 
By:
/S/ DAVID J. KAYE
 
Name:
David J. Kaye
 
Title:
Chief Financial Officer
Date: October 18, 2012
 
 


EXHIBIT INDEX
Exhibit No.
 
Description
99.1

 
Per Share Data




 EX-99.1 2 exhibit991persharedata.htm PER SHARE DATA Exhibit 99.1 Per Share Data


Exhibit 99.1
Boston Private Financial Holdings, Inc.
Selected Financial Data (Unaudited)

 
Three Months Ended
 
Nine Months Ended
PER SHARE DATA:
September 30,
2012
 
June 30,
2012
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
 
(In thousands, except share and per share data)
Calculation of Income/(Loss) for EPS:
 
 
 
 
 
 
 
 
 
Net income/(loss) attributable to the Company
$
16,513

 
$
14,161

 
$
11,679

 
$
40,179

 
$
26,075

Adjustments to Net Income/(Loss) Attributable to the Company to Arrive at Net Income/(Loss) Attributable to Common Shareholders
(435
)
 
71

 
(285
)
 
(542
)
 
(803
)
Net Income/(Loss) Attributable to the Common Shareholders
16,078

 
14,232

 
11,394

 
39,637

 
25,272

LESS: Amount allocated to participating securities
(1,632
)
 
(1,471
)
 
(1,167
)
 
(4,040
)
 
(2,484
)
Net Income/(Loss) Attributable to the Common Shareholders, after allocation to participating securities
$
14,446

 
$
12,761

 
$
10,227

 
$
35,597

 
$
22,788

 
 
 
 
 
 
 
 
 
 
End of Period Common Shares Outstanding
78,929,750

 
78,822,462

 
78,004,135

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Shares Outstanding:
 
 
 
 
 
 
 
 
 
Weighted average basic shares, including participating securities
85,392,074

 
85,099,821

 
84,665,098

 
85,118,930

 
84,164,113

LESS: Participating securities
(9,101,692
)
 
(9,295,848
)
 
(9,286,175
)
 
(9,207,410
)
 
(9,080,137
)
PLUS: Dilutive potential common shares
1,077,229

 
701,119

 
201,954

 
902,683

 
175,295

Weighted Average Diluted Shares
77,367,611

 
76,505,092

 
75,580,877

 
76,814,203

 
75,259,271

 
 
 
 
 
 
 
 
 
 
Diluted Total Earnings/(Loss) per Share
$
0.19

 
$
0.17

 
$
0.14

 
$
0.46

 
$
0.30