EX-99.1 2 exh991proformafinancialdat.htm PRO FORMA EXHIBIT Exh 99.1 Pro forma Financial Data Q1-2013


Boston Private Financial Holdings, Inc.
Selected Financial Data and Pro Forma Financial Data
(Unaudited)
 
Three Months Ended
PER SHARE DATA:
March 31,
2013
 
Pro Forma
March 31,
2013 (1)
Calculation of Income for EPS:
(In thousands, except share and per share data)
Net income attributable to the Company
$
13,203

 
$
13,203

Adjustments to Net Income Attributable to the Company to Arrive at Net Income Attributable to Common Shareholders (2)
(457
)
 
(12,701
)
Net Income Attributable to the Common Shareholders
12,746

 
502

LESS: Amount allocated to participating securities
(908
)
 

Net Income Attributable to the Common Shareholders, after allocation to participating securities
$
11,838

 
$
502

 
 
 
 
End of Period Common Shares Outstanding
79,053,668

 
79,053,668

 
 
 
 
Weighted Average Shares Outstanding:
 
 
 
Weighted average basic shares, including participating securities
85,635,265

 
76,818,610

LESS: Participating securities
(8,816,655
)
 

PLUS: Dilutive potential common shares
1,006,820

 


Weighted Average Diluted Shares
77,825,430

 
76,818,610

 
 
 
 
Diluted Total Earnings per Share
$
0.15

 
$
0.01

 
 
 
 
FINANCIAL RATIOS:
 
 
 
Total Equity/Total Assets
9.96
%
 
9.63
%
Tangible Common Equity/Tangible Assets (3)
8.21
%
 
7.08
%
Tangible Common Equity/Risk Weighted Assets (3)
10.81
%
 
9.29
%
Return on Average Equity - Three Months Ended (Annualized)
8.66
%
 
8.99
%
Return on Average Common Equity - Three Months Ended (Annualized) (3)
8.66
%
 
9.14
%
Return on Average Tangible Common Equity - Three Months Ended (Annualized) (3)
10.43
%
 
11.72
%
 
 
 
 

(1)
The pro forma financial information presented herein presents First Quarter 2013 data as adjusted if the issuance of the Series D Preferred Stock, and the repurchase of the Series B Preferred Stock both took place as of January 1, 2013.

(2)
Adjustments to Net Income Attributable to the Company to Arrive at Net Income Attributable to Common Shareholders include the purchase premium paid over the recorded amount of the Series B Preferred Stock and the dividend paid on the Series D Preferred Stock, and exclude the dividend paid on the Series B Preferred Stock.

(3)
The Company uses certain non-GAAP financial measures, such as: the Tangible Common Equity ("TCE") to Tangible Assets ("TA") ratio, the TCE to Risk Weighted Assets ratio, Return on Average Common Equity, Return on Average Tangible Common Equity, and Tangible Book Value to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector.

Reconciliations from the Company's GAAP Total Equity to Total Assets ratio to the Non-GAAP TCE to TA ratio, and the Non-GAAP TCE to Risk Weighted Assets ratio, and from GAAP Return on Average Equity to Non-GAAP Return on Average Common Equity and Non-GAAP Return on Average Tangible Common Equity are presented below:






The Company calculates Tangible Assets by adjusting Total Assets to exclude Goodwill and Intangible Assets.

The Company calculates Tangible Common Equity by adjusting Total Equity to exclude Goodwill and Intangible Assets, net and includes the difference between Redemption Value and value per ASC 810, Consolidation ("ASC 810"), for Redeemable Noncontrolling Interests.

The Company calculates Average Common Equity by adjusting Average Equity to exclude Average Series D Preferred Stock.

The Company calculates Average Tangible Common Equity by adjusting Average Equity to exclude Average Goodwill, Average Intangible Assets, and Average Series D Preferred Stock, and includes the Average difference between Redemption Value and value per ASC 810, Consolidation ("ASC 810"), for Redeemable Noncontrolling Interests.






(In thousands, except per share data)
March 31,
2013
 
Pro Forma
March 31,
2013
Total Balance Sheet Assets
$
6,196,421

 
$
6,174,162

LESS: Goodwill and Intangible Assets, net *
(133,993
)
 
(133,993
)
Tangible Assets (non-GAAP)
$
6,062,428

 
$
6,040,169

Total Equity
$
617,078

 
$
594,819

LESS: Goodwill and Intangible Assets, net
(133,993
)
 
(133,993
)
LESS: Series D Preferred Stock
 
 
(48,074
)
ADD: Difference between Redemption Value of Non-controlling Interests and value under ASC 810
14,859

 
14,859

Total adjusting items
(119,134
)
 
(167,208
)
Tangible Common Equity (non-GAAP)
$
497,944

 
$
427,611

Total Equity/Total Assets
9.96
%
 
9.63
%
Tangible Common Equity/Tangible Assets (non-GAAP)
8.21
%
 
7.08
%
 
 
 
 
Total Risk Weighted Assets **
$
4,604,249

 
$
4,604,249

Tangible Common Equity/Total Risk Weighted Assets (non-GAAP)
10.81
%
 
9.29
%
 
 
 
 
Average Goodwill and Intangible Assets, net
(134,491
)
 
(134,491
)
Average Difference between Redemption Value of Non-controlling Interests and value under ASC 810
16,030

 
16,030

 
 
 
 
Average Shareholders' Equity
609,859

 
587,600

Average Common Shareholders Equity
609,859

 
539,526

Average Tangible Common Equity
506,257

 
421,065

 
 
 
 
Net Income (GAAP)
13,203

 
13,203

Less: Dividends on Series D Preferred Stock
 
 
(869
)
Net Income after Preferred Dividends
13,203

 
12,334

 
 
 
 
Return on Average Equity (three months annualized)
8.66
%
 
8.99
%
Return on Average Common Equity (three months annualized)
8.66
%
 
9.14
%
Return on Average Tangible Common Equity (three months annualized)
10.43
%
 
11.72
%
 
 
 
 
 
 
 
 
End of Period Shares Outstanding
79,054

 
79,054

EOP Carlyle Common Convertible Shares
7,261

 

Common Equivalent Shares
86,315

 
79,054

 
 
 
 
Book Value Per Common Share
$
7.07

 
$
6.92

Tangible Book Value Per Share (non-GAAP)
$
5.77

 
$
5.41


**
Risk Weighted Assets for March 31, 2013 is presented based on estimated data.