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): April 27, 2006

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 April 27, 2006

Item 2.02. Results of Operations and Financial Condition.

On April 27, 2006, Benjamin Franklin Bancorp, Inc. (the “Company”) issued a press release reporting its financial results for its fiscal quarter ended March 31, 2006. 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 April 27, 2006

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: April 27, 2006	By:	/s/ Claire S. Bean
		Claire S. Bean      Chief Financial Officer and Treasurer      (Principal Financial Officer)

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 First Quarter of 2006; Declares
Quarterly Dividend

FRANKLIN, MASSACHUSETTS (April 27, 2006): 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 (basic and diluted), for the quarter ended March 31, 2006. In the first quarter of 2005, the Company earned $331,000.

The Company also today announced that its Board of Directors declared a quarterly cash dividend of $.03 per common share, payable on May 25, 2006 to stockholders of record as of May 11, 2006.

Thomas R. Venables, President and CEO, noted: “The fruits of our acquisition of Chart Bank and public offering can be clearly seen in our first quarter results, which are nearly quadruple those of the first quarter of 2005. In the face of today’s difficult rate environment and the prospect of continued margin pressure, we remain cautiously optimistic about our ability to continue to grow our core businesses by making investments in our delivery network, product capabilities and business development resources.”

In the first three months of 2006, the Company’s balance sheet increased by $29.0 million, or 3.3%, to $896.1 million. Asset growth was nearly evenly split between cash/ cash equivalents, which increased by $11.4 million or 17.3%, and loans, which increased by $11.0 million or 1.8% during the quarter. Asset growth was funded by increases in deposit balances aggregating $40.5 million or 6.6%, offset by a $12.4 million or 8.8% decrease in borrowed funds.

The increase in deposits came primarily in money market accounts, which increased by $23.4 million or 24.8%, and time deposit accounts, which rose by $18.1 million or 6.9% during the quarter. Product promotions with an emphasis on premium rates were responsible for most of the increases in these two deposit categories.

The increase in loans during the first quarter was principally the result of growth in residential mortgage loans (up $10.3 million or 3.6%) and commercial real estate loans (up $8.2 million or 3.9%), offset by a decrease in construction loans outstanding of $9.2 million, a reduction of 15.2% during the quarter. The increase in residential mortgage loans resulted primarily from the purchase of two whole loan pools, consisting of adjustable rate loans collateralized by Massachusetts properties.

Non-performing assets as a percentage of total assets remained low, at 0.04% as of March 31, 2006. The allowance for loan losses increased to 0.91% of total loans at March 31, 2006, compared to 0.84% of total loans at March 31, 2005.

The Company’s net interest margin (“NIM”) was 3.14% for the three months ended March 31, 2006, an increase of 17 basis points compared to the first quarter of 2005. While the NIM increased when compared to the year earlier period, it has narrowed from its more recent high of 3.34% in the third quarter of 2005. The widening of the NIM in mid-2005 was due to the Chart Bank acquisition on April 4, 2005 and the addition of its more commercially-oriented balance sheet to that of the Company. More recently, increased price competition for time deposits and money market accounts has caused the NIM to narrow. The continued flattening of the Treasury yield curve has also contributed to a decrease in the margin, in that a relatively flat yield curve has the effect of reducing the spread between the Company’s earning assets and its core deposit accounts. Management expects that the Company’s NIM will contract further in 2006 as a result of the relatively flat yield curve and continued competitive pressure on both certificate and money market account interest rates.

Overall, the increase in the NIM for the first quarter of 2006 when compared to 2005, coupled with balance sheet growth, resulted in a $2.3 million increase in net interest income, which rose to $5.9 million in the first quarter of 2006, compared to $3.6 million for the first quarter of 2005. Average interest-earning assets increased by $266.9 million between the two quarters, driven primarily by a $218.2 million increase in average loans outstanding. Average interest-bearing liabilities increased by $242.0 million, as deposits increased on average by $181.4 million and borrowed funds by $60.7 million. This growth in both assets and liabilities was a function of the acquisition of Chart Bank, the receipt of $53.7 million in net proceeds as a result of the Company’s mutual-to-stock conversion and related stock offering in April 2005, and internally-generated business development efforts.

The loan loss provision for the first quarter of 2006 was $6,000, a significant reduction from the $168,000 provided in the comparable 2005 quarter. This decrease was due primarily to a 15.2% reduction in construction loans and to a significant reduction in impaired loans between the first quarter of 2005 and the first quarter of 2006, offset in part by increases in residential and commercial mortgage loans.

Non-interest income for the quarter totaled $1.4 million, an increase of $904,000 compared to the first quarter of 2005. 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, obtained as part of the Chart Bank acquisition. For the first quarter of 2006, those CSSI fees amounted to $625,000.

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 69.3% from 83.3% in the year earlier period. Although operating expenses have increased in order to

support the Company’s lending growth and public company status, the leverage to the Company’s existing expense structure provided by the Chart Bank acquisition and internally-generated growth more than offset these expense increases.

As anticipated in the prospectus used in the Company’s stock offering related to the mutual-to-stock conversion and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, the Company’s board of directors has adopted a stock-based incentive plan, subject to shareholder approval at the upcoming annual meeting. The granting of restricted stock and stock options under the stock-based incentive plan will increase the Company’s compensation costs in the periods in which such awards and options vest.

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.

BENJAMIN FRANKLIN BANCORP, INC AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

	March 31,			December 31,
	2006			2005
	(Unaudited)			(Audited)
ASSETS
Cash and due from banks	$	19,247		$	16,499
Cash supplied to ATM customers		33,137			37,200
Short-term investments		24,720			12,051
Total cash and cash equivalents		77,104			65,750
Securities available for sale, at fair value		129,349			122,379
Securities held to maturity, at amortized cost		80			109
Restricted equity securities, at cost		10,012			10,012
Total securities		139,441			132,500
Loans:
Residential real estate		296,476			286,204
Commercial real estate		217,227			209,009
Construction		51,191			60,399
Commercial business		19,409			19,162
Consumer		36,272			34,814
Net deferred loan costs		1,188			1,214
Total loans, gross		621,763			610,802
Allowance for loan losses		(5,666	)		(5,670	)
Total loans, net		616,097			605,132
Premises and equipment, net		11,152			11,167
Accrued interest receivable		3,235			3,045
Bank-owned life insurance		7,516			7,451
Goodwill		33,762			33,763
Identifiable intangible asset		3,832			4,133
Other assets		3,939			4,116
	$	896,078		$	867,057
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Regular savings	$	98,706		$	97,960
Money market accounts		117,753			94,347
Now accounts		30,790			32,147
Demand deposit accounts		123,940			124,396
Time deposit accounts		280,964			262,823
Total deposits		652,153			611,673
Long-term debt		127,945			140,339
Other liabilities		7,221			6,933
Total liabilities		787,319			758,945
Common stock, no par value; 75,000,000 shares authorized; 8,488,898 shares issued and outstanding		—			—
Additional paid-in capital		82,857			82,849
Retained earnings		33,956			32,942
Unearned compensation		(5,307	)		(5,353	)
Accumulated other comprehensive loss		(2,747	)		(2,326	)
Total stockholders’ equity		108,759			108,112
	$	896,078		$	867,057

BENJAMIN FRANKLIN BANCORP, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share and per share data)

	Three Months Ended
	March 31,
	2006		2005
	(Unaudited)
Interest and dividend income:
Loans, including fees	$	8,842	$	4,892
Debt securities		1,262		661
Dividends		120		68
Short-term investments		216		93
Total interest and dividend income		10,440		5,714
Interest expense:
Interest on deposits		3,102		1,232
Interest on borrowings		1,426		853
Total interest expense		4,528		2,085
Net interest income		5,912		3,629
Provision for loan losses		6		168
Net interest income, after provision for loan losses		5,906		3,461
Other income:
ATM servicing fees		625		—
Deposit service fees		329		207
Loan servicing fees		122		72
Gain on sale of loans, net		65		15
Income from bank-owned life insurance		65		59
Miscellaneous		191		140
Total other income		1,397		493
Operating expenses:
Salaries and employee benefits		2,721		2,014
Occupancy and equipment		666		440
Data processing		448		337
Professional fees		365		129
Amortization of core deposit intangible		301		45
Other general and administrative		817		499
Total operating expenses		5,318		3,464
Income before income taxes		1,985		490
Provision for income taxes		717		159
Net income	$	1,268	$	331
Weighted-average shares outstanding:
Basic		8,026,644		n/a
Diluted		8,026,644		n/a
Earnings per share:
Basic	$	0.16		n/a
Diluted	$	0.16		n/a

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

	At or For the Three Months
	Ended March 31,
	2006			2005
	(Unaudited)
Financial Highlights:
Net interest income	$	5,912		$	3,629
Net income	$	1,268		$	331
Shares outstanding — end of period		8,030,629			n/a
Weighted average shares outstanding :
Basic		8,026,644			n/a
Diluted		8,026,644			n/a
Earnings per share:
Basic	$	0.16			n/a
Diluted	$	0.16			n/a
Stockholders’ equity — end of period	$	108,759		$	30,800
Book value per share — end of period	$	13.54			n/a
Tangible book value per share — end of period	$	8.86			n/a
Ratios and Other Information:
Return on average assets		0.58	%		0.25	%
Return on average equity		4.74	%		4.25	%
Net interest rate spread (1)		2.68	%		2.55	%
Net interest margin (2)		3.14	%		2.97	%
Efficiency ratio (3)		69.27	%		83.27	%
Non-interest expense to average total assets		2.45	%		2.64	%
Average interest-earning assets to average interest-bearing liabilities		119.23	%		124.68	%
At period end:
Non-performing assets to total assets		0.04	%		0.06	%
Non-performing loans to total loans		0.05	%		0.09	%
Allowance for loan losses to total loans		0.91	%		0.84	%
Equity to total assets		12.14	%		5.28	%
Tier 1 leverage capital ratio		9.85	%		7.70	%
Total risk-based capital ratio		15.19	%		12.46	%
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).

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

	Three Months Ended March 31,
	2006							2005
	Average								Average
	Outstanding								Outstanding
	Balance		Interest		Yield/Rate(1)				Balance		Interest		Yield/Rate(1)
Interest-earning assets:
Loans	$	606,510	$	8,842		5.91	%		$	388,346	$	4,892		5.11	%
Securities		136,805		1,382		4.10	%			91,636		729		3.23	%
Short-term investments		19,697		216		4.45	%			16,115		93		2.34	%
Total interest-earning assets		763,012		10,440		5.55	%			496,097		5,714		4.67	%
Non-interest-earning assets		115,936								35,717
Total assets	$	878,948							$	531,814
Interest-bearing liabilities:
Savings deposits	$	96,624		118		0.50	%		$	95,036		116		0.50	%
Money market		98,587		510		2.10	%			57,267		210		1.49	%
NOW accounts		27,155		10		0.15	%			22,081		9		0.17	%
Certificates of deposits		275,787		2,464		3.62	%			142,409		897		2.55	%
Total deposits		498,153		3,102		2.53	%			316,793		1,232		1.58	%
Borrowings		141,797		1,426		4.08	%			81,112		853		4.26	%
Total interest-bearing liabilities		639,950		4,528		2.87	%			397,905		2,085		2.13	%
Non-interest bearing liabilities		130,530								102,270
Total liabilities		770,480								500,175
Equity		108,468								31,639
Total liabilities and equity	$	878,948							$	531,814
Net interest income			$	5,912							$	3,629
Net interest rate spread (2)						2.68	%							2.55	%
Net interest-earning assets (3)	$	123,062							$	98,192
Net interest margin (4)						3.14	%							2.97	%
Average interest-earning assets to interest-bearing liabilities						119.23	%							124.68	%

(1)	Yields and rates for the three months ended March 31, 2006 and 2005 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 divided by average total 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 months ended March 31,
	2006			2005
Efficiency ratio (GAAP)		72.8	%		84.1	%
Effects of amortization of intangible assets		(4.2	)		(1.1	)
Effects of net gain on sale of bank assets		.7			.3
Efficiency ratio — Reported		69.3	%		83.3	%