8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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 19, 2005

BENJAMIN FRANKLIN BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts	000-51194	04-3336598
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

58 Main Street, Franklin, Massachusetts	02038
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (508) 528-7000

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

EX-99.1 PRESS RELEASE DATED OCTOBER 18, 2005

Item 2.02. Results of Operations and Financial Condition.

On October 18, 2005, Benjamin Franklin Bancorp, Inc. (the “Company”) issued a press release reporting its financial results for its fiscal quarter ended September 30, 2005. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

99.1 Press release dated October 18, 2005

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BENJAMIN FRANKLIN BANCORP, INC.
Date: October 19, 2005	By:	/s/ Claire S. Bean
		Claire S. Bean
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)

3

EX-99.1

Exhibit 99.1

Press Release

For Immediate Release
Contact: Claire S. Bean, Executive Vice President and Chief Financial Officer
1-508-528-7000 x363

Benjamin Franklin Bancorp Reports Results for Third Quarter of 2005

FRANKLIN, MASSACHUSETTS (October 18, 2005): Benjamin Franklin Bancorp, Inc. (the “Company” or “Benjamin Franklin”) (Nasdaq: BFBC), the bank holding company for Benjamin Franklin Bank (the “Bank”), today reported net income of $1.3 million, or $.16 per share, for the quarter ended September 30, 2005.

For the nine months ended September 30, 2005, the Company reported a loss of $882,000. The loss was the result of two non-recurring charges recorded in the second quarter of 2005: a) a $4.0 million contribution made to the Benjamin Franklin Bank Charitable Foundation (loss of $2.6 million on an after-tax basis), and b) the recognition of a net loss of $1.0 million on the sale/write-down of bank-owned land (loss of $1.0 million after tax). Excluding these non-recurring charges, the Company earned $2.8 million in the first nine months of 2005. Because shares had not been issued and outstanding during the entire period, earnings per share have not been reported for the nine months ended September 30, 2005.

The Company’s Employee Stock Ownership Plan (“ESOP”) made additional open market purchases in the third quarter amounting to 132,700 shares, bringing the total purchased through September 30, 2005 to 432,700. Total shares outstanding on that date were 8,066,825, resulting in a book value per share and tangible book value per share of $13.35 and $8.61, respectively. The remaining 45,494 shares to be acquired by the ESOP were purchased in the first two weeks of October, 2005.

Thomas R. Venables, President and Chief Executive Officer, noted: “We are encouraged by the improvement in our core earnings in the third quarter, which have risen to $1.3 million from $1.1 million in the second quarter, excluding non-recurring charges. We will almost certainly face a more challenging environment in the next year due to increases in market interest rates and a corresponding expected slowdown in commercial and residential real estate lending activity. We will continue to work toward implementing a growth strategy focused on building profitable lending and deposit relationships. ”

Since December 31, 2004, the Company’s balance sheet has increased by $338.8 million, or 65.5%, to $856.2 million. $260.4 million of that increase was the result of the acquisition of Chart Bank on April 4, 2005, and consisted of the following major asset and liability components: loans, $184.0 million; securities, $39.9 million; cash deployed

4

by CSSI, the Bank’s ATM servicing subsidiary, $28.9 million; deposits, $216.9 million; and borrowed funds, $25.5 million.

The gross loan portfolio increased by $222.2 million, or 57.5%, over the first nine months of 2005. While the Chart Bank acquisition accounted for $184.0 million of that growth, another $38.2 million of net loan growth was generated internally, primarily in commercial real estate and construction loans. With the addition of the Chart Bank loan portfolio and internal growth, commercial loans have grown to 46.3% of total loans, compared to 30.8% at December 31, 2004. The Company remains committed to the further expansion of its commercial lending business over the next several years.

In the nine months ended September 30, 2005, the Company’s deposits have increased by $208.0 million, or 52.5%, to $604.5 million. The Chart Bank acquisition added $216.9 million, resulting in a change in the mix of deposits, with certificate accounts accounting for 40.5% of total deposits at September 30, 2005, compared with 34.6% at year end 2004. In the third quarter of 2005, the Bank experienced net deposit outflows aggregating $24.4 million, spread across most deposit product types. This outflow was in part caused by seasonal factors and in part by net withdrawals from former Chart Bank customer accounts. As a result, the Bank increased its borrowings by $20.0 million during the third quarter of 2005.

Asset quality remains strong at the close of the third quarter, with non-performing assets as a percentage of total assets at .05% as of September 30, 2005. The allowance for loan losses stood at .93% of total loans at quarter end, representing 1,207.1% of non-performing loans on that date.

The Company’s net interest margin (“NIM”) was 3.34% for the three months ended September 30, 2005, an increase of 28 basis points compared to the third quarter of 2004. Over the past twelve months, the NIM has benefited from the increase in higher-yielding commercial loans, as well as from the wider NIM provided by Chart Bank’s balance sheet, which was more heavily invested in commercial assets than that of Benjamin Franklin. This widening of the NIM coupled with balance sheet growth resulted in a $2.7 million increase in net interest income, which rose to $6.3 million in the three months ended September 30, 2005 from $3.7 million in the comparable period in 2004.

Non-interest income for the quarter totaled $1.3 million, an increase of $870,000 compared to the third quarter of 2004. This increase reflects the addition of deposit and loan fees associated with former Chart Bank accounts, as well as fee revenue generated by CSSI, the Bank’s ATM servicing subsidiary. For the quarter, those CSSI fees amounted to $493,000.

The Company’s efficiency ratio for the quarter (excluding amortization of the core deposit intangible and gains/losses on sales of bank assets) improved to 64.5% from 75.7% in the year earlier period. Although operating expenses have increased in order to support the Company’s lending growth, the leverage to the Company’s existing expense

5

structure provided by the Chart Bank acquisition more than offset these expense increases.

Certain statements herein constitute “forward-looking statements” and actual results may differ from those contemplated by these statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the businesses in which Benjamin Franklin Bancorp is engaged and changes in the securities market. The Company disclaims any intent or obligation to update any forward-looking statements, whether in response to new information, future events or otherwise.

6

BENJAMIN FRANKLIN BANCORP, INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)

	September 30,			December 31,
	2005			2004
	(Unaudited)
ASSETS
Cash and due from banks	$	20,641		$	8,691
Cash supplied by CSSI to ATM customers		27,508			—
Short-term investments		13,546			5,513
Total cash and cash equivalents		61,695			14,204
Securities available for sale, at fair value		117,105			86,070
Securities held to maturity, at amortized cost		133			217
Restricted equity securities, at cost		10,015			6,975
Total securities		127,253			93,262
Loans:
Residential real estate mortgage		290,195			241,090
Commercial real estate mortgage		215,776			85,911
Construction mortgage		47,297			28,651
Commercial business		18,931			4,375
Consumer		35,226			25,370
Net deferred loan costs		1,292			1,148
Total loans		608,717			386,545
Allowance for loan losses		(5,631	)		(3,172	)
Loans, net		603,086			383,373
Premises and equipment, net		9,217			11,147
Accrued interest receivable		2,988			1,490
Goodwill		33,762			4,248
Core deposit intangible		4,489			—
Bank-owned life insurance		7,386			7,182
Other assets		6,299			2,487
	$	856,175		$	517,393
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Regular savings accounts	$	103,455		$	95,875
Money market accounts		99,243			53,167
Now accounts		29,508			22,460
Demand deposit accounts		127,425			87,776
Time deposit accounts		244,855			137,221
Total deposits		604,486			396,499
Short-term borrowings		—			4,250
Long-term debt		137,926			81,000
Other liabilities		6,031			4,316
Total liabilities		748,443			486,065
Common stock, no par value; authorized 75,000,000 shares; issued 8,488,898 shares at September 30, 2005		—			—
Additional paid-in capital		82,845			—
Retained earnings		31,860			32,997
Unallocated common shares held by ESOP		(4,797	)		—
Accumulated other comprehensive loss		(2,176	)		(1,669	)
Total stockholders’ equity		107,732			31,328
	$	856,175		$	517,393

7

BENJAMIN FRANKLIN BANCORP, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2005		2004		2005			2004
	(Unaudited)				(Unaudited)
Interest and dividend income	$	10,029	$	5,419	$	24,928		$	15,223
Interest expense		3,709		1,757		8,921			5,025
Net interest income		6,320		3,662		16,007			10,198
Provision for loan losses		152		150		648			470
Net interest income, after provision for loan losses		6,168		3,512		15,359			9,728
Other income (charges):
Deposit service fees		356		198		857			682
Loan servicing fees		126		11		331			188
ATM servicing fees		493		—		1,002			—
Gain on sale of loans, net		52		8		72			106
Gain on sales of securities, net		—		—		—			8
Loss on sale/write-down of bank-owned land, net		—		—		(1,020	)		—
Income from bank-owned life insurance		83		48		204			145
Miscellaneous		204		179		605			538
Total other income		1,314		444		2,051			1,667
Operating expenses:
Salaries and employee benefits		2,529		1,962		7,010			5,679
Occupancy and equipment		654		289		1,753			1,035
Data processing		468		345		1,339			1,047
Professional fees		257		74		624			191
Contribution to Benjamin Franklin Bank Charitable Foundation		—		—		4,000			—
Amortization of core deposit intangible		445		45		1,044			136
Other general and administrative		986		430		2,174			1,369
Total operating expenses		5,339		3,145		17,944			9,457
Income (loss) before income taxes		2,143		811		(534	)		1,938
Provision for income taxes		814		277		348			626
Net income (loss)	$	1,329	$	534	$	(882	)	$	1,312
Earnings per share:
Basic	$	0.16		n/a		n/a			n/a
Diluted	$	0.16		n/a		n/a			n/a

8

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL HIGHLIGHTS AND OTHER DATA
(Dollars in thousands except share and per share data)

	At or For the Three Months
	Ended Sept 30,
	2005			2004
	(Unaudited)
Financial Highlights:
Net interest income	$	6,320		$	3,662
Net income	$	1,329		$	534
Shares outstanding — end of period		8,066,825			n/a
Weighted average shares outstanding :
Basic		8,148,113			n/a
Diluted		8,148,113			n/a
Earnings per share:
Basic	$	0.16			n/a
Diluted	$	0.16			n/a
Shareholders’ equity — end of period	$	107,732		$	30,800
Book value per share — end of period	$	13.35			n/a
Tangible book value per share — end of period	$	8.61			n/a
Ratios and Other Information:
Return on average assets		0.61	%		0.42	%
Return on average equity		4.84	%		7.05	%
Net interest rate spread (1)		2.92	%		2.69	%
Net interest margin (2)		3.34	%		3.06	%
Efficiency ratio (3)		64.54	%		75.65	%
Non-interest expense to average total assets		2.46	%		2.47	%
Average interest-earning assets to average interest-bearing liabilities		121.45	%		124.84	%
At period end:
Non-performing assets to total assets		0.05	%		0.07	%
Non-performing loans to total loans		0.08	%		0.10	%
Allowance for loan losses to non-performing loans		1207.13	%		844.05	%
Allowance for loan losses to total loans		0.93	%		0.80	%
Equity to total assets		12.58	%		5.90	%
Tier 1 leverage capital ratio		9.79	%		7.42	%
Total risk-based capital ratio		15.48	%		12.65	%
Number of full service offices		9			6

(1)	The net interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the period.
(2)	The net interest margin represents net interest income as a percent of average interest-earning assets for the period.
(3)	The efficiency ratio represents non-interest expense minus expenses related to the amortization of intangible assets divided by the sum of net interest income (before the loan loss provision) plus non-interest income (excluding net gains (losses) on sale of bank assets).

9

BENJAMIN FRANKLIN BANCORP, INC AND SUBSIDIARIES
ANALYSIS OF NET INTEREST INCOME
(Dollars in thousands)

	Three Months Ended September 30,
	2005							2004
	Average							Average
	Outstanding							Outstanding
	Balance		Interest		Yield/Rate(1)			Balance		Interest		Yield/Rate(1)
Interest-earning assets:
Loans	$	607,136	$	8,716		5.70	%	$	365,231	$	4,578		4.99	%
Investment securities		128,734		1,213		3.74	%		103,982		820		3.14	%
Short-term investments		15,139		100		2.62	%		7,185		21		1.16	%
Total interest-earning assets		751,009		10,029		5.30	%		476,398		5,419		4.53	%
Non-interest-earning assets		111,195							30,449
Total assets	$	862,204						$	506,847
Interest-bearing liabilities:
Savings deposits	$	106,123		133		0.50	%	$	100,300		125		0.50	%
Money market		106,015		432		1.62	%		52,500		124		0.94	%
NOW accounts		36,438		12		0.13	%		23,736		9		0.15	%
Certificates of deposits		247,960		1,798		2.88	%		135,643		827		2.43	%
Total deposits		496,536		2,375		1.90	%		312,179		1,085		1.38	%
Borrowings		121,854		1,334		4.34	%		69,427		672		3.85	%
Total interest-bearing liabilities		618,390		3,709		2.38	%		381,606		1,757		1.83	%
Non-interest bearing liabilities		134,899							95,111
Total liabilities		753,289							476,717
Equity		108,915							30,130
Total liabilities and equity	$	862,204						$	506,847
Net interest income			$	6,320						$	3,662
Net interest rate spread (2)						2.92	%						2.69	%
Net interest-earning assets (3)	$	132,619						$	94,792
Net interest margin (4)						3.34	%						3.06	%
Average interest-earning assets to interest-bearing liabilities						121.45	%						124.84	%

(1)	Yields and rates for the three months ended September 30, 2005 and 2004 are annualized.
(2)	Net interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities.
(3)	Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(4)	Net interest margin represents net interest income as a percent of average interest-earning assets.

10

BENJAMIN FRANKLIN BANCORP, INC AND SUBSIDIARIES
ANALYSIS OF NET INTEREST INCOME
(Dollars in thousands)

	Nine Months Ended September 30,
	2005							2004
	Average							Average
	Outstanding							Outstanding
	Balance		Interest		Yield/Rate(1)			Balance		Interest		Yield/Rate(1)
Interest-earning assets:
Loans	$	528,411	$	21,656		5.48	%	$	327,700	$	12,567		5.12	%
Investment securities		116,350		2,928		3.37	%		109,897		2,549		3.10	%
Short-term investments		19,230		344		2.39	%		15,382		107		0.93	%
Total interest-earning assets		663,991		24,928		5.02	%		452,979		15,223		4.49	%
Non-interest-earning assets		84,433							31,055
Total assets	$	748,424						$	484,034
Interest-bearing liabilities:
Savings deposits	$	103,492		391		0.50	%	$	99,172		369		0.50	%
Money market		93,744		1,099		1.57	%		51,779		331		0.85	%
NOW accounts		31,584		52		0.22	%		23,955		27		0.15	%
Certificates of deposits		211,602		4,256		2.69	%		133,492		2,494		2.50	%
Total deposits		440,422		5,798		1.76	%		308,398		3,221		1.40	%
Borrowings		100,931		3,123		4.14	%		53,421		1,804		4.51	%
Total interest-bearing liabilities		541,353		8,921		2.20	%		361,819		5,025		1.86	%
Non-interest bearing liabilities		125,076							92,257
Total liabilities		666,429							454,076
Equity		81,995							29,958
Total liabilities and equity	$	748,424						$	484,034
Net interest income			$	16,007						$	10,198
Net interest rate spread (2)						2.82	%						2.63	%
Net interest-earning assets (3)	$	122,638						$	91,160
Net interest margin (4)						3.22	%						3.01	%
Average interest-earning assets to interest-bearing liabilities						122.65	%						125.20	%

(1)	Yields and rates for the nine months ended September 30, 2005 and 2004 are annualized.
(2)	Net interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities.
(3)	Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(4)	Net interest margin represents net interest income as a percent of average interest-earning assets.

Reconciliation of Non-GAAP Financial Measures

This press release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance. These measures typically adjust GAAP performance measures to exclude significant gains or losses that are expected to be non-recurring and to exclude the effects of amortization of intangible assets (in the case of the efficiency ratio). Because these items and their impact on the Company’s performance are difficult to predict, management believes that presentations of financial measures excluding the impact of these items provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

	Three			Three			Nine			Nine
	months			months			months			months
	ended			ended			ended			ended
	September			September			September			September
	30, 2005			30, 2004			30, 2005			30, 2004
Net Income (GAAP)	$	1,329		$	534		$	(882	)	$	1,312
Add back contribution to the Benjamin Franklin Bank Charitable Foundation (after tax)		—			—			2,640			—
Add back net loss on sale of bank assets (after tax)		—			—			1,020			—
	$	1,329		$	534		$	2,778		$	1,312
Efficiency Ratio (GAAP)		69.93	%		76.6	%		99.2	%		79.7	%
Effects of amortization of intangible assets		(5.9	)%		(1.1	)%		(5.5	)%		(1.2	)%
Effects of contribution to the Benjamin Franklin Bank Charitable Foundation		—			—			(21.1	)%		—
Effects of net gain (loss) on sale of bank assets		.5	%		.2	%		(4.9	)%		.8	%
		64.5	%		75.7	%		67.7	%		79.3	%