BFED Beacon Federal Bancorp, Inc. (MM)

PITTSFIELD, Mass., July 24, 2012 /PRNewswire/ -- Berkshire Hills Bancorp, Inc. (NASDAQ: BHLB) reported $0.47 in second quarter core earnings per share, a 34% increase over second quarter 2011 core earnings of $0.35 per share.  For the first half of the year, Berkshire reported $0.92 in core earnings per share in 2012, which was a 40% increase over 2011 first half core results of $0.66 per share.  This growth resulted from positive operating leverage related to ongoing business expansion.  Earnings in both years were also affected by net non-core charges which were primarily merger related.  Including non-core charges, second quarter GAAP earnings per share totaled $0.37 in 2012, compared to $0.11 in 2011.  For the first half of the year, GAAP earnings per share totaled $0.65 in 2012, compared to $0.31 in 2011.

(Logo:  http://photos.prnewswire.com/prnh/20120131/NE44966LOGO )

SECOND QUARTER FINANCIAL HIGHLIGHTS

• 34% increase in core earnings per share, compared to second quarter of 2011
• 4% increase in core earnings per share, compared to the prior quarter
• 12% increase in total assets
• 16% revenue growth, compared to the prior quarter
• 9% annualized organic commercial loan growth
• 5% annualized organic growth in non-maturity deposits
• 3.70% net interest margin
• 0.60% non-performing assets/total assets
• 0.25% annualized net loan charge-offs/average loans
• 0.94% core ROA (0.73% GAAP ROA)
• 59% efficiency ratio

Berkshire President and CEO, Michael P. Daly, stated, "Our earnings momentum remains strong due to our growth initiatives and financial disciplines.  This has generated positive operating leverage from higher revenue and controlled expense management.  We produced 14% organic loan growth and 6% organic deposit growth in the first half of the year, which contributed to the 16% increase in our second quarter revenue.  We carefully managed our business mix to improve our profitability as reflected in our key metrics.  We are generating tangible equity from core operations at a $2.12 annualized per share pace as we generate capital to provide shareholder return and to support ongoing growth and expansion.  We are on plan to achieve the earnings and profitability growth that we have targeted for the year."

Mr. Daly continued, "During the second quarter, we completed the acquisition of CBT – The Connecticut Bank and Trust Company and added the operations of Greenpark Mortgage.  These partnerships were completed on time and on plan, and we are moving forward with our integration plans.  On May 31, we announced our agreement to acquire Beacon Federal Bancorp headquartered in East Syracuse, New York.  We expect to complete this merger in the fourth quarter of this year.  This acquisition is expected to produce $0.22 in core EPS accretion in 2013.  It complements our growing business volumes from the teams we have recruited in Central and Eastern Massachusetts and from our new branches in the Albany area, including new offices in Colonie and North Greenbush, and a relocation in Delmar.  Berkshire was recently named among the Globe 100 list of the top-performing companies in Massachusetts published by the Boston Globe.  We were also named among the U.S. Top 100 in the 2012 Investor Perception Survey published by IR Magazine in association with Bloomberg.  We're proud that our active community involvement included nearly $700 thousand in philanthropic contributions from our foundations in the first half of 2012.  Our team is delivering solid results for all of our constituencies as we strengthen our franchise in our four state market area."

DIVIDEND DECLARED

The Board of Directors voted to declare a cash dividend of $0.17 per share to shareholders of record at the close of business on August 9, 2012, payable on August 23, 2012.  This dividend provides a 3.1% yield based on the $22.06 average closing price of Berkshire's common stock during the second quarter of 2012.

FINANCIAL CONDITION

Berkshire maintained positive organic growth momentum in targeted business lines in the second quarter, while managing other balances in connection with the acquisitions of CBT – The Connecticut Bank and Trust Company on April 20, 2012 and the operations of Greenpark Mortgage on April 30, 2012.  Total assets increased by 12% to $4.5 billion from $4.0 billion during the quarter, including approximately $0.3 billion related to CBT and $0.1 billion related to Greenpark.  Most major categories of assets, liabilities, and equity increased as a result of these acquisitions.  Including the acquired balances, overall measures of asset quality, capital, and liquidity remained strong. 

Total loans increased by $327 million (11%) during the second quarter, including $207 million acquired with CBT.  Organic commercial loan growth was $37 million (9% annualized) primarily due to growth in commercial business loans, including asset based loans.  Berkshire continues to build business volume in Central Massachusetts and New York where it has been expanding its lending offices and branches.  Including the new Greenpark operations, residential mortgage originations increased and secondary market mortgage sales also grew.  The Bank added a managed volume to the mortgage portfolio while continuing to maintain an asset sensitive interest rate risk profile.  Total loans increased at a 14% organic growth rate for the first half of the year.

Second quarter asset quality metrics remained favorable.  At midyear, non-performing assets were 0.60% of total assets, compared to 0.65% at the start of the year.  Annualized net loan charge-offs measured 0.25% of average loans for the second quarter and 0.24% for the first half of the year.  Accruing delinquent loans were 0.90% of total loans at midyear, compared to 0.89% at the start of the year.  Under accounting standards for business combinations, the CBT loan loss allowance was not transferred to Berkshire along with the CBT loans.  Estimated losses inherent in CBT's loan portfolio were recorded as charges against the fair value of CBT loans on the merger date.  As a result, the ratio of the allowance to total loans decreased to 0.98% from 1.07% during the most recent quarter.  The ratio of the allowance to nonperforming loans measured 126% at quarter-end.

Berkshire managed its funding sources to lessen the interest costs related to acquisitions, while also continuing ongoing promotions related to organic expansion. Total deposits increased by $226 million (7%) during the second quarter, including $211 million acquired with CBT.   Berkshire posted 5% annualized organic growth in non-maturity account balances in the most recent quarter, with 9% annualized growth for the first half of the year.  Berkshire continues to promote lower cost relationship oriented accounts in all of its markets, along with commercial deposits associated with its increased originations of commercial business loans and small business loans.  The Company managed an organic decrease in time accounts in the most recent quarter as higher cost certificate accounts rolled off.  Low cost overnight borrowings were utilized to fund organic loan growth and the increase in mortgage loans held for sale related to the acquired Greenpark operations.

Berkshire issued 965 thousand shares for the CBT acquisition at an average value of $22.80 based on the closing price of Berkshire's stock prior to the acquisition.  Total shareholders' equity increased by $26 million primarily due to the benefit of this stock issuance.  Total intangible assets increased by $18 million as a result of the accounting for business combinations related to CBT and Greenpark.  Tangible book value per share was $15.49 at midyear compared to $15.60 at the start of the year, including the merger related impacts.  From its second quarter core operations, Berkshire generated $2.12 per share annualized in tangible common equity based on its core earnings and the amortization of intangible assets.   Total book value per share was $26.31 at midyear, compared to $26.17 at the start of the year.  The ratio of tangible equity/assets decreased to 8.0% from 8.8% during the first half of the year including the impact of the CBT and Greenpark acquisitions.  The ratio of total equity/assets was 12.9% and 13.9% at midyear and the start of the year, respectively.

RESULTS OF OPERATIONS

Berkshire posted strong core growth in revenue, earnings, and earnings per share for the second quarter and first half of the year.  Most core profitability measures also increased as a result of the positive operating leverage produced by the revenue growth.  Core return on assets was 0.94% in the second quarter, while the core return on equity improved to 7.1%.  Net income reflected non-core charges which were primarily merger related.  Including non-core items, the second quarter return on assets and return on equity were 0.73% and 5.6% respectively.

Second quarter results in 2012 included the operations of CBT and Greenpark since the dates of their acquisitions, together with the per share impact of shares issued in the CBT acquisition.  Most categories of income and expense increased due to these acquisitions, and year-to-year increases include the impact of the Rome and Legacy acquisitions in 2011.  As a result, the following discussion primarily compares the second quarter of 2012 to the prior quarter. 

Total net revenue increased by $6.4 million (16%) in the second quarter of 2012, compared to the prior quarter.  Revenue included the contribution from CBT, which produced $2.1 million in revenue for a comparable period in the prior quarter.  Revenue also included $2.4 million in revenue related to the acquired Greenpark operations.  Total revenue per share increased by 12% to $8.68 annualized.   Revenue growth included 13% growth in net interest income and 25% growth in non-interest income.  The growth in net interest income included the benefit of higher average earning assets and an increase in the net interest margin to 3.70% from 3.62% in the prior quarter.  As previously noted, Berkshire managed its funding to reduce interest costs; the cost of funds decreased to 0.82% in the second quarter from 0.89% in the prior quarter.  The yield on earning assets included the benefit of prepayments on accretable commercial loan yield.  Non-interest income included a $2.2 million increase in loan related revenue due to the contribution of the new Greenpark operations, which are stated net of direct costs of loan originations.  Non-interest income contributed 26% of total net revenue in the most recent quarter, compared to 24% in the prior quarter.  Berkshire is pursuing the development of fee income sources to diversify revenues and increase wallet share in its markets.  The second quarter provision for loan losses increased to $2.3 million from $2.0 million in the prior quarter.  Net loan charge-offs totaled $2.0 million and $1.8 million in these periods, respectively. 

Second quarter non-interest expense totaled $34.2 million, including $4.1 million in non-core charges.  Core non-interest expense totaled $30.1 million, which was an increase of $3.8 million (14%) over the prior quarter.  This includes the impact of the core CBT operating expenses, which totaled $2.0 million for a comparable period in the prior quarter, along with expenses related to the Greenpark operations.  Berkshire is proceeding with its plans to achieve 35% cost savings related to the CBT merger, which are expected to be fully realized in upcoming quarters.  The efficiency ratio remained unchanged at 59% during the most recent quarter, while the Company absorbed the costs of infrastructure development, de novo branches opened in New York, and other costs related to its strategic initiatives.  The second quarter non-core expenses totaled $2.2 million after tax and were primarily due to transaction costs and other charges related to the CBT merger.  The income tax rate for continuing operations was 27% in the second quarter, compared to 26% in the prior quarter. 

CONFERENCE CALL

Berkshire will conduct a conference call/webcast at 10:00 A.M. eastern time on Wednesday, July 25, 2012 to discuss the results for the quarter and guidance about expected future results. Participants should dial-in to the call a few minutes before it begins. Information about the conference call follows:

Dial-in: 866-843-0890

Elite Entry Number: 5288558

Webcast:  www.berkshirebank.com (investor relations link)

A telephone replay of the call will be available through August 1, 2012 by calling 877-344-7529 and entering access code: 10015785. The webcast and a podcast will be available at Berkshire's website above for an extended period of time.

BACKGROUND

Berkshire Hills Bancorp is the parent of Berkshire Bank - America's Most Exciting Bank(SM).  Berkshire has $4.5 billion in assets and 68 full service branch offices in Massachusetts, New York, Connecticut, and Vermont providing personal and business banking, insurance, and wealth management services.  Berkshire Bank provides 100% deposit insurance protection for all deposit accounts, regardless of amount, based on a combination of FDIC insurance and the Depositors Insurance Fund (DIF).  For more information, visit www.berkshirebank.com or call 800-773-5601. 

Berkshire has a pending agreement to acquire Beacon Federal Bancorp which, through its bank subsidiary, Beacon Federal, offers banking and related financial services to both individual and commercial customers. Beacon is headquartered with a full-service branch in East Syracuse, New York, along with six other full-service branches in East Syracuse, Marcy and Rome, New York, Smartt and Smyrna, Tennessee, and Chelmsford, Massachusetts. Beacon's stock trades under the symbol "BFED" and, at March 31, 2012, Beacon reported assets totaling $1.0 billion.  For more information, visit www.beaconfederal.com or call 888-256-3800.

FORWARD LOOKING STATEMENTS

This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  There are several factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire's most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC's website at www.sec.gov.  Berkshire does not undertake any obligation to update forward-looking statements made in this document.

ADDITIONAL INFORMATION FOR STOCKHOLDERS

In connection with the proposed merger, Berkshire has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 that includes a Proxy Statement of Beacon and a Prospectus of Berkshire, as well as other relevant documents concerning the proposed transaction. Stockholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Berkshire Hills and Beacon, may be obtained at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Berkshire Hills Bancorp at www.berkshirebank.com  under the tab "Investor Relations" or from Beacon Federal Bancorp by accessing Beacon's website at www.beaconfederal.com and selecting the "Investor Relations" link.

Berkshire and Beacon and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Beacon Bancorp in connection with the proposed merger. Information about the directors and executive officers of Berkshire Hills Bancorp is set forth in the proxy statement for Berkshire Hills Bancorp's 2012 annual meeting of stockholders, as filed with the SEC on Schedule 14A on March 30, 2012. Information about the directors and executive officers of Beacon is set forth in the proxy statement for Beacon Federal Bancorp's 2012 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 16, 2012. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

NON-GAAP FINANCIAL MEASURES

This document contains certain non-GAAP financial measures in addition to results presented in accordance with Generally Accepted Accounting Principles ("GAAP").  These non-GAAP measures provide supplemental perspectives on operating results, performance trends, and financial condition.  They are not a substitute for GAAP measures; they should be read and used in conjunction with the Company's GAAP financial information.  A reconciliation of non-GAAP financial measures to GAAP measures is included in the accompanying financial tables.  In all cases, it should be understood that non-GAAP per share measures do not depict amounts that accrue directly to the benefit of shareholders.  The Company utilizes the non-GAAP measure of core earnings in evaluating operating trends, including components for core revenue and expense.  These measures exclude amounts which the Company views as unrelated to its normalized operations, including merger costs, restructuring costs, and systems conversion costs.  Similarly, the efficiency ratio is also adjusted for these non-core items and for tax preference items.  The Company also adjusts certain equity related measures to exclude intangible assets due to the importance of these measures to the investment community.  Non-GAAP expense adjustments are primarily related to charges related to merger and acquisition activity.  These charges consist primarily of severance/benefit related expenses, contract termination costs, and professional fees.  There are additionally non-GAAP adjustments related to non-recurring securities gains, discontinued operations, the disposition of excess properties, and core systems conversion costs.  Tax adjustments are based on an analysis of tax accruals for core income and for GAAP income, with the net difference included with non-core items and reflecting the timing impacts of tax expense estimates.