-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G9mWNLYe4bh3QsehEfXmvP5hR3lzIfbKBR7roWHKQ8Z7LtQtuxlGLIYG3NKskQOw aU8PcFCZccs1Jx5dNYDD9A== 0000909654-02-000052.txt : 20020414 0000909654-02-000052.hdr.sgml : 20020414 ACCESSION NUMBER: 0000909654-02-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020123 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HILLS BANCORP INC CENTRAL INDEX KEY: 0001108134 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 043510455 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15781 FILM NUMBER: 02516210 BUSINESS ADDRESS: STREET 1: 24 NORTH ST. CITY: PITTSFIELD STATE: MA ZIP: 01201 BUSINESS PHONE: 4134435601 MAIL ADDRESS: STREET 1: 24 NORTH ST CITY: PITTSFIELD STATE: MA ZIP: 01201 8-K 1 berkshire8-k.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) January 23, 2002 ---------------- BERKSHIRE HILLS BANCORP, INC. ----------------------------- (Exact name of registrant as specified in its charter) Delaware 1-15781 04-3510455 -------- --------- ---------- (State or other Jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 24 North Street, Pittsfield, Massachusetts 01201 ------------------------------------------------ (Address of principal executive offices) (413) 443-5601 --------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report.) 2 ITEM 5. OTHER EVENTS. ------------ On January 23, 2002, Berkshire Hills Bancorp, Inc. (the "Company") issued a press release which reported earnings for the three and twelve months ended December 31, 2001 and announced that the 2002 annual meeting of stockholders will be held on May 2, 2002. The press release reporting earnings and announcing the date of the annual meeting is attached as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS. --------------------------------------- Exhibit 99.1 Press Release dated January 23, 2002. 2 3 SIGNATURES 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 hereunto duly authorized. BERKSHIRE HILLS BANCORP, INC. Dated: January 24, 2002 By: /s/ James A. Cunningham, Jr. -------------------------------------- James A. Cunningham, Jr. President and Chief Executive Officer 3 EX-99.1 3 berkform8kexhibit99-1.txt 1 EXHIBIT 99.1 PRESS RELEASE 2 BERKSHIRE HILLS BANCORP, INC., REPORTS 2001 FOURTH QUARTER AND YEAR END EARNINGS PITTSFIELD, MA - January 23, 2002 - Berkshire Hills Bancorp, Inc. (the "Company"), (AMEX: BHL), the holding company for Berkshire Bank (the "Bank"), reported net income of $1.7 million for the quarter ended December 31, 2001 as compared to $2.5 million for the quarter ended December 31, 2000. For the year ended December 31, 2001, net income was $8.9 million as compared to $4.6 million for the year ended December 31, 2000. The results for 2001 include a $2.2 million gain from the dissolution of the Bank's defined benefit pension plan, while the results for 2000 include a non-recurring, one-time expense of $5.7 million related to the funding of Berkshire Hills Foundation, a charitable foundation, with Company stock in connection with the Company's mutual to stock conversion in June 2000. Berkshire Hills Bancorp's annualized return on average assets and annualized return on average equity for the fourth quarter of 2001 were 0.67% and 4.87%, respectively, compared with 0.98% and 6.19%, respectively, for the corresponding quarter of 2000. For the year ended December 31, 2001, Berkshire Hills Bancorp's return on average assets and return on average equity were 0.86% and 5.74% respectively, compared with 0.49% and 3.72% for the year ended December 31, 2000. Basic and diluted earnings per share for the quarter ended December 31, 2001 were $0.30 and $0.28, respectively. For the quarter ended December 31, 2000, basic earnings per share was $0.35. There was no potential issuance of common stock equivalents in 2000 which would cause dilution of earnings. Basic and diluted earnings per share for the year ended December 31, 2001 were $1.42 and $1.35, respectively. There is no comparable figure for 2000, as the Company became a public company in June 2000. The Company's book value per share at December 31, 2001, September 30, 2001, and December 31, 2000 was $21.68, $21.21, and $21.02, respectively. Dividend Declared Berkshire Hills Bancorp also reported that the Board of Directors declared a quarterly cash dividend of $0.12 per common share, an increase of $0.01 per share from the previous quarter, payable on February 22, 2002 to stockholders of record as of February 7, 2002. Annual Meeting Berkshire Hills Bancorp, Inc., announced today that it has established May 2, 2002 as the date of its 2002 Annual Meeting of Stockholders. The meeting will be held at the Crowne Plaza Hotel, One West Street, Pittsfield, MA at 10:00 a.m. The voting record date has been set as March 14, 2002. The Company intends to distribute proxy solicitation materials on or about March 28, 2002. 3 Stock Repurchases During 2001, the Company successfully completed three 5% stock repurchase programs totaling 1,094,469 shares at a cost of $20.2 million. The Company is currently engaged in its fourth 5% repurchase program having purchased 154,152 shares out of an authorized 328,964 shares as of December 31, 2001 at a cost of $3.1 million. Due primarily to the stock repurchase programs, stockholders' equity declined to $139.3 million on December 31, 2001 from $161.3 million on December 31, 2000. Financial Condition Total assets at December 31, 2001 were $1.03 billion as compared to $1.01 billion at December 31, 2000, an increase of $20.5 million, or 2.0%. Loans increased $9.3 million to $803.0 million from $793.6 million last year. Commercial real estate loans and commercial construction loans increased $31.5 million, and more than offset a $14.6 million decline in automobile loans, and $11.3 million decline in residential loans. Commercial real estate loan growth and commercial construction loan growth was centered in loans to retirement/assisted living facilities throughout Berkshire County as well as in loans to various hotels, motels, and bed & breakfasts in the lodging industry. Automobile loan balances declined as the Company continued its strategy to reduce the level of lower quality indirect automobile loans in its portfolio and focus its origination efforts on higher quality automobile loans. This change in strategy also resulted in a change in its risk management practices for these loans. A highly competitive local marketplace, along with the sale of all newly originated fixed rate mortgage loans, contributed to the decline in residential loans. Asset growth was supported by a $13.1 million, or 1.8%, increase in deposits to $742.7 million at December 31, 2001 from $729.6 million at December 31, 2000 along with a $32.6 million increase in borrowings from the Federal Home Loan Bank of Boston. As interest rates declined precipitously throughout 2001 making borrowing more affordable, the Company also noted a shifting of customer deposit preferences from certificates of deposit and money market accounts into savings accounts and demand deposit accounts. Net interest income, before the provision for loan losses, totaled $11.1 million for the quarter ended December 31, 2001 up $799,000, or 7.8%, from $10.3 million for the same quarter last year. Rapidly declining interest rates had a bigger impact on interest expense than interest and dividend income when comparing this past quarter to 2000's fourth quarter. For the twelve months ended December 31, 2001, net interest income totaled $42.2 million, an increase of $4.7 million, or 12.5%, from the $37.6 million earned in 2000. The Bank's assets were repricing more rapidly than its liabilities early in the year. However, the situation reversed late in the year as the Bank altered its deposit pricing strategies. This change enabled margins to remain wide throughout 2001. For the three months and twelve months ended December 31, 2001, the Bank's net interest margin was 4.57% and 4.35%, respectively, as compared to 4.38% and 4.25%, respectively, for the same time periods last year. Net interest income, after provision for loan losses, totaled $6.5 million for the three months ended December 31, 2001, a decrease of $3.0 million, or 31.6%, from the same quarter in 2000. 4 As a measure to further enhance its risk management practices, the Bank initiated a more aggressive charge-off policy for automobile loans whereby all automobile loans that are 120 days or more past due, except for those customers who are in bankruptcy proceedings, were charged-off. The change in policy resulted in an additional $2.6 million in automobile charge-offs in the fourth quarter. In conjunction with this change, the Bank established a new classification for automobile loans that were 90 days or more past due but still accruing interest. Automobile loans in the amount of $1.3 million were 90 days or more past due and still accruing interest at the end of 2001 as compared to zero at the end of the previous year. The change in policy, coupled with an $840,000 provision for commercial loan losses and an additional provision of $1.1 million, resulted in a total provision of $4.6 million for 2001's fourth quarter as compared to $740,000 for 2000's fourth quarter. For the year ended December 31, 2001, net interest income, after provision for loan losses, totaled $35.1 million, an increase of $681,000, or 2.0%, from 2000's $34.4 million. The total provisions for loan losses in 2001 and 2000 were $7.2 million and $3.2 million, respectively. The allowance for loan losses was $11.0 million at December 31, 2001 as compared to $10.2 million at December 31, 2000 and represented 1.37% and 1.29% of total loans, respectively. The increase in 2001 was reflective of the increased risk associated with maintaining commercial loan and consumer automobile loan portfolios in a weakening economic environment. Non-performing loans as a percentage of total loans were 0.34% at December 31, 2001 as compared to 0.36% at December 31, 2000. EastPoint Technologies, LLC Six months ago, the Company announced its investment in EastPoint Technologies, LLC. The Company was one of a consortium of six banks who agreed to buy EastPoint. With all banks having received the necessary approvals, the Company's equity interest in EastPoint equals 60.3%. EastPoint contributed $185,000 in pre-tax income over the final six months of 2001. Eastpoint's revenues and expenses are included in various non-interest income and operating expense categories on the Consolidated Statements of Income. Established in 1846, Berkshire Bank is one of Massachusetts' oldest and largest independent banks and is the largest banking institution based in Western Massachusetts. The Bank is headquartered in Pittsfield, Massachusetts with 11 branch offices serving communities throughout Berkshire County. The Bank is committed to continuing to operate as an independent bank, delivering exceptional customer service and a broad array of competitively priced retail and commercial products to customers. Statements contained in this news release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Legislation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. News contact: Charles F. Plungis, Jr. 413-236-3295 5
BERKSHIRE HILLS BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS UNAUDITED DECEMBER 31, DECEMBER 31, 2001 2000 -------------- --------------- IN THOUSANDS ASSETS - ------ Cash and due from banks $ 22,652 $ 26,891 Short term investments 19,471 16,721 ---------- ---------- Total cash and cash equivalents 42,123 43,612 Securities available for sale, at fair value 104,446 99,309 Securities held to maturity, at amortized cost 33,263 32,238 Federal Home Loan Bank stock, at cost 7,027 5,651 Savings Bank Life Insurance stock, at cost 2,043 2,043 Loans 800,414 793,621 Loans held for sale 2,540 - Allowance for loan losses (11,034) (10,216) ---------- ---------- Net loans 791,920 783,405 Premises and equipment, net 14,187 12,370 Foreclosed real estate - 50 Accrued interest receivable 5,873 6,310 Goodwill and other intangibles 10,618 6,260 Other assets 20,304 20,092 ---------- ---------- TOTAL ASSETS $1,031,804 $1,011,340 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Deposits $ 742,729 $ 729,594 Federal Home Loan Bank advances 133,964 101,385 Securities sold under agreements to repurchase 1,890 2,030 Net deferred tax liability 4,761 4,482 Loans sold with recourse - 7,740 Accrued expenses and other liabilities 6,014 4,787 ---------- ---------- Total Liabilities 889,358 850,018 ---------- ---------- Minority Interests 3,123 - ---------- ---------- Stockholders' Equity: Preferred stock ($.01 par value; 1,000,000 shares - - authorized; none issued or outstanding) Common stock ( $.01 par value: 26,000,000 shares 77 77 authorized; shares issued: 7,673,761 at December 31, 2001 and December 31, 2000; shares outstanding: 6,425,140 at December 31, 2001 and 7,673,761 at December 31, 2000) Additional paid-in capital 74,146 74,054 Unearned compensation (11,101) (7,187) Retained earnings 80,657 74,554 Accumulated other comprehensive income 18,836 19,824 Treasury stock, at cost (1,248,621 shares at December 31, 2001) (23,292) - ---------- ---------- Total stockholders' equity 139,323 161,322 ---------- ---------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,031,804 $1,011,340 ========== ==========
6
BERKSHIRE HILLS BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME UNAUDITED UNAUDITED THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, --------------------------------- ------------------------------ 2001 2000 2001 2000 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) INTEREST AND DIVIDEND INCOME Bond interest $ 1,358 $ 1,419 $ 5,608 $ 5,330 Stock dividends 341 183 1,484 1,362 Short term investment interest 141 362 413 662 Loan interest 16,460 17,539 68,291 63,664 -------- -------- ------- -------- TOTAL INTEREST AND DIVIDEND INCOME 18,300 19,503 75,796 71,018 -------- -------- ------- -------- INTEREST EXPENSE Interest on deposits 5,686 7,492 26,685 27,603 Interest on FHLB advances 1,536 1,704 6,613 5,766 Interest on securities sold under agreements to repurchase and other borrowings 11 39 262 99 -------- -------- ------- -------- TOTAL INTEREST EXPENSE 7,233 9,235 33,560 33,468 -------- -------- ------- -------- NET INTEREST INCOME 11,067 10,268 42,236 37,550 PROVISION FOR LOAN LOSSES 4,550 740 7,175 3,170 -------- -------- ------- -------- NET INTEREST INCOME, AFTER PROVISION 6,517 9,528 35,061 34,380 FOR LOAN LOSSES NON-INTEREST INCOME Customer service fees 453 396 1,810 1,590 Trust department fees 479 473 1,782 1,707 Loan servicing fees 109 (123) 595 446 Gain on securities, net 2 130 268 423 License maintenance and processing fees 1,094 - 2,100 - License sales and other fees 754 - 2,144 - Gain on curtailment of defined benefit pension plan 2,173 - 2,173 - Other income 135 366 490 580 -------- -------- ------- -------- TOTAL NON-INTEREST INCOME 5,199 1,242 11,362 4,746 -------- -------- ------- -------- OPERATING EXPENSES Salaries and benefits 4,925 3,250 17,590 13,631 Occupancy and equipment 1,357 928 4,689 4,178 Marketing and advertising 220 247 629 578 Data processing 201 636 1,065 1,765 Professional services 455 523 1,314 850 Office supplies 217 147 899 706 Foreclosed real estate and other loans, net 398 436 2,238 1,165 Amortization of goodwill and other intangibles 382 137 827 549 Contributions - - - 5,684 Minority Interests (148) - (119) - Other expenses 1,152 753 4,031 3,078 -------- -------- ------- -------- TOTAL OPERATING EXPENSES 9,159 7,057 33,163 32,184 -------- -------- ------- -------- INCOME BEFORE TAXES 2,557 3,713 13,260 6,942 Provision for income taxes 838 1,256 4,349 2,360 -------- -------- ------- -------- NET INCOME $ 1,719 $ 2,457 $ 8,911 $ 4,582 ======== ======== ======= ======== Earnings per share: Basic $ 0.30 $ 0.35 $ 1.42 NA Diluted $ 0.28 $ 0.35 $ 1.35 NA Weighted average shares outstanding: Basic 5,763 7,086 6,264 NA Diluted 6,157 7,086 6,604 NA
7
BERKSHIRE HILLS BANCORP, INC. AND SUBSIDIARIES SUPPLEMENTAL INFORMATION UNAUDITED DECEMBER 31, 2001 DECEMBER 31, 2000 ----------------- ----------------- Percent Percent LOAN ANALYSIS Balance of Total Balance of Total - ------------- Dollars in Thousands Mortgage loans on real estate Residential 1-4 family $ 233,017 29.02% $244,290 30.78% Commercial 1 -4 family 11,517 1.43% 11,063 1.39% Commercial Real Estate 84,538 10.53% 63,871 8.05% Commercial Construction 19,351 2.41% 8,480 1.07% Multi-family 13,183 1.64% 15,699 1.98% --------- -------- Total real estate 361,606 45.03% 343,403 43.27% Commercial loans 170,305 21.21% 167,085 21.05% Consumer loans Automobile 216,026 26.90% 230,648 29.06% Home Equity Loans 34,439 4.30% 34,471 4.34% Other 20,578 2.56% 18,014 2.27% --------- -------- Total consumer loans 271,043 33.76% 283,133 35.68% --------- -------- Total loans 802,954 793,621 Less: Allowance for loan losses (11,034) 1.37% (10,216) 1.29% --------- -------- Loans, net $ 791,920 $783,405 ========= ======== DEPOSIT ANALYSIS Percent Percent - ---------------- Balance of Total Balance of Total Dollars in Thousands Demand Deposits $ 82,757 11.14% $ 76,750 10.52% NOW Accounts 80,970 10.90% 79,978 10.96% Savings Accounts 151,566 20.41% 137,293 18.82% Money Market Accounts 110,199 14.84% 115,800 15.87% Term Certificates 317,237 42.71% 319,773 43.83% -------- -------- Total Deposits $742,729 $729,594 ======== ========
8
BERKSHIRE HILLS BANCORP, INC. AND SUBSIDIARIES SELECTED FINANCIAL RATIOS UNAUDITED UNAUDITED AT OR FOR THE AT OR FOR THE THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31 DECEMBER 31 2001 2000 2001 2000 ---- ---- ---- ---- DOLLARS IN THOUSANDS DOLLARS IN THOUSANDS Performance Ratios (1): Return on average assets 0.67% 0.98% 0.86% 0.49% Return on average equity 4.87% 6.19% 5.74% 3.72% Net interest margin as % of average earning assets 4.57% 4.38% 4.35% 4.25% Non-interest income to average earning assets 2.15% 0.53% 1.17% 0.54% Non-interest expense to average earning assets 3.78% 3.01% 3.41% 3.64% Asset Quality Ratios (2): Average earning assets to average assets 93.78% 93.72% 93.80% 94.35% Net charged-off loans to total loans 0.54% 0.10% 0.79% 0.19% Non-performing loans to total loans 0.34% 0.36% 0.34% 0.36% Non-performing assets to total assets 0.26% 0.29% 0.26% 0.29% Allowance for loan losses to non-performing loans 408.36% 356.08% 408.36% 356.08% Allowance for loan losses to total loans 1.37% 1.29% 1.37% 1.29% Capital ratios (2): Stockholders' equity to total assets 13.50% 15.95% 13.50% 15.95% Tier I capital to average assets 11.00% 14.54% 11.00% 14.54% Tier I capital to risk weighted assets 12.97% 17.12% 12.97% 17.12% Total capital to risk weighted assets 15.73% 20.15% 15.73% 20.15% Other data (2): Non-performing loans $ 2,702 $ 2,869 $ 2,702 $ 2,869 Foreclosed real estate $ - $ 50 $ - $ 50 Non-performing assets $ 2,702 $ 2,919 $ 2,702 $ 2,919 Efficiency ratio (3) 56.31% 62.01% 62.18% 76.86% Book value per share $ 21.68 $ 21.02 $ 21.68 $ 21.02 (1) Ratios are annualized for the three and twelve months ended December 31, 2001 and 2000 (2) End of period ratios and balances (3) Efficiency ratio equals operating expense divided by net interest income plus non-interest income less gain (loss) on securities.
-----END PRIVACY-ENHANCED MESSAGE-----