Form 8-K BERKSHIRE HILLS BANCORP For: Jul 25

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): July 25, 2016

BERKSHIRE HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code:   (413) 443-5601

Not Applicable

(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))

Item 2.02                                           Results of Operations and Financial Condition

On July 25, 2016, Berkshire Hills Bancorp, Inc. (the “Company”), the holding company for Berkshire Bank (the “Bank”), announced its financial results for the quarter ended June 30, 2016.  The news release containing the financial results is included as Exhibit 99.1 and shall not be deemed “filed” for any purpose.

The Company conducted a conference call/webcast on July 26, 2016 to discuss the financial results for the quarter and provide guidance about expected future results. A telephone replay of the call will be available through Tuesday, August 2, 2016. The webcast will be available on the Company’s website for an extended period of time.

Item 8.01                                           Other Events

The Company’s Board of Directors declared a cash dividend of $0.20 per share to shareholders of record at the close of business on August 4, 2016 and payable on August 18, 2016.

Item 9.01                                           Financial Statements and Exhibits

(a)          Financial Statements of Businesses Acquired.  Not applicable.

(b)          Pro Forma Financial Information.  Not applicable.

(c)           Shell Company Transactions.  Not applicable.

(d)          Exhibits.

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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.

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Exhibit 99.1

Berkshire Hills Reports Second Quarter Results and Declares Dividend

PITTSFIELD, MASS, July 25, 2016 - Berkshire Hills Bancorp, Inc. (NYSE: BHLB) reported second quarter GAAP earnings of $0.52 per share in 2016 compared to $0.35 in 2015.  Core earnings increased to $0.54 per share from $0.51 for these respective periods.  Results increased due to expanded operations and improved profitability. Core EPS is a non-GAAP financial measure and is adjusted to exclude net non-core charges primarily related to acquisitions and restructuring activities.  GAAP results last year included higher noncore charges related to the Hampden Bancorp acquisition.

SECOND QUARTER FINANCIAL HIGHLIGHTS (comparisons are to prior quarter unless otherwise stated):

·              5% total loan growth

·              4% total commercial loan growth

·              3.31% net interest margin (fully taxable equivalent)

·              58.7% efficiency ratio (non-GAAP financial measure)

·              0.26% non-performing assets/assets

·              0.22% net loan charge-offs/average loans

CEO Michael Daly stated, “Our commercial and retail teams posted solid growth in the second quarter of 2016.  This included the benefit of the Philadelphia area SBA lending business acquired during the quarter and operating as 44 Business Capital, a division of Berkshire Bank.  Loan balances were up in all major lending categories and our total loan yield improved despite the ongoing market interest rate pressures.  Profitability metrics also improved, including improved efficiency from our increased business scale.”

Mr. Daly concluded, “Our recent agreement to acquire First Choice Bank adds new dimensions to our business model.  This includes new branches in attractive Princeton and Philadelphia area markets, along with a strong mortgage banking platform with operations in targeted national markets.  These operations complement our other recent development strategies.  They are targeted to enhance our liquidity and capital strength, as well as to provide additional earnings and profitability gains beginning in 2017.”

DIVIDEND DECLARED

The Board of Directors voted to declare a cash dividend of $0.20 per share to shareholders of record at the close of business on August 4, 2016, payable on August 18, 2016.  The dividend equates to a 3.0% annualized yield based on the $26.87 average closing price of Berkshire’s common stock during the second quarter.

FINANCIAL CONDITION

Loan growth in all major categories benefited from strong originations activities.  Commercial outstandings increased in all major regions, with the strongest growth posted in Connecticut and Eastern Massachusetts.  Berkshire added $37 million in new commercial balances with the acquisition of assets and operations related to 44 Business Capital.  Residential mortgage growth included both retail originations and increased wholesale activity with financial institutions in the region.  Consumer loan growth reflected the Company’s expanded indirect auto lending in its markets.  Deposits increased in all categories, with transaction balances accounting for the highest growth rate.  The planned deposit contribution from First Choice will contribute an important new source of funds for lending.  Total assets increased to $8.0 billion as of midyear and are expected to be approximately $9 billion when the First Choice merger is completed.

Total book value per share advanced to $29.64.  Tangible book value per share (a non-GAAP financial measure) was flat at $18.44 due primarily to the goodwill recorded for the 44 Business Capital acquisition.  Problem assets and net loan charge-offs remained comparatively low and were slightly improved during the quarter.

RESULTS OF OPERATIONS

Return on equity and return on assets improved year-over-year on both a GAAP and core basis.  Over the five most recent quarters, the GAAP ROE has varied depending primarily on merger related charges.  The core return on tangible equity has exceeded 12% in all five of these quarters.

The net interest margin decreased to 3.31% from 3.33% in the linked quarter, including a decrease in purchased loan accretion to $2.0 million from $2.1 million in the prior quarter.  Funding costs increased including the impact of forward interest rate swaps which became effective as scheduled.  Fee income also increased quarter over quarter including the benefit of SBA loan sale gains contributed by the new 44 Business Capital operations as well as higher mortgage banking volume.

Total non-interest expense decreased by $0.8 million compared to the linked quarter, including a seasonal reduction in payroll tax expense.  Total full-time equivalent staff increased to 1,222 persons at quarter-end, compared to 1,208 at the start of the quarter, including the acquired operations.  The loan loss provision increased by $0.5 million due to portfolio growth.  The tax rate decreased to 25% from 28% in the prior quarter due to additional tax credit related benefits on investment projects.

CONFERENCE CALL

Berkshire will conduct a conference call/webcast at 10:00 a.m. eastern time on Tuesday, July 26, 2016 to discuss the results for the quarter and provide guidance about expected future results. Participants are encouraged to pre-register for the conference call using the following link: http://dpregister.com/10088791.  Callers who pre-register will be given dial-in instructions and a unique PIN to gain immediate access to the call. Participants may pre-register at any time prior to the call, and will immediately receive simple instructions via email. Participants may also reach the registration link and access the webcast by logging in through the investor section of Berkshire’s website at http://ir.berkshirebank.com.   Parties who do not have internet access or are otherwise unable to pre-register for this event may still participate by dialing 1-844-792-3726 and asking the Operator to join the Berkshire Hills Bancorp (BHLB) earnings call. A telephone replay of the call will be available through Tuesday, August 02, 2016 by dialing 877-344-7529 and entering access number 10088791. The webcast will be available on Berkshire’s website for an extended period of time.

BACKGROUND

Berkshire Hills Bancorp is the parent of Berkshire Bank — America’s Most Exciting Bank®. The Company, recognized for its entrepreneurial approach and distinctive culture, has approximately $8.0 billion in assets and 93 full service branch offices in Massachusetts, New York, Connecticut, and Vermont providing personal and business banking, insurance, and wealth management services. The Company has a pending agreement to acquire First Choice Bank, a $1.1 billion bank with eight branches in the Princeton, New Jersey area and a national mortgage originations subsidiary.  For more information, visit www.berkshirebank.com.

FORWARD LOOKING STATEMENTS

This document contains 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.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger, Berkshire will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a Proxy Statement of First Choice and a Prospectus of Berkshire, as well as other relevant documents concerning the proposed merger.  This filing is anticipated for the third quarter.  Investors and stockholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the proposed merger when it becomes available

and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Registration Statement and Proxy Statement/Prospectus, as well as other filings containing information about Berkshire and First Choice, when they become available, may be obtained at the SEC’s Internet site (www.sec.gov). Copies of the Registration Statement and Proxy Statement/Prospectus (when they become available) and the filings that will be incorporated by reference therein may also be obtained, free of charge, from Berkshire’s website at ir.berkshirebank.com or by contacting Berkshire Investor Relations at 413-236-3149 or by contacting Lisa Tuccillo at First Choice at 609-503-4828.

PARTICIPANTS IN SOLICITATION

Berkshire and First Choice and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of First Choice in connection with the proposed merger. Information about the directors and executive officers of Berkshire is set forth in the proxy statement for Berkshire’s 2016 annual meeting of stockholders, as filed with the SEC on a Schedule 14A on March 24, 2016. Information about the directors and executive officers of First Choice will be set forth in the Proxy Statement/Prospectus. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the Proxy Statement/Prospectus and other relevant documents regarding the proposed merger to be filed with the SEC (when they become available). Free copies of these documents 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 on pages F-9 and F-10 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 securities gains/losses, merger costs, restructuring costs, and systems conversion costs.  Non-core adjustments are presented net of an adjustment for income tax expense.  This adjustment is determined as the difference between the GAAP tax rate and the effective tax rate applicable to core income.  The efficiency ratio is adjusted for non-core revenue and expense items and for tax preference items.  The Company also calculates measures

related to tangible equity, which adjust equity (and assets where applicable) to exclude intangible assets due to the importance of these measures to the investment community. Charges related to merger and acquisition activity consist primarily of severance/benefit related expenses, contract termination costs, systems conversion costs, variable compensation expenses, and professional fees.  These charges are related to the following business combinations: First Choice (pending), 44 Business Capital, Hampden Bancorp, and Firestone Financial.   Restructuring costs primarily consist of costs and losses associated with the disposition of assets and liabilities and lease terminations, including costs related to branch sales   The Company’s disclosures of organic growth of loans and deposits in 2015 exclude balances acquired through the business combinations with Hampden Bancorp and Firestone Financial, and in 2016 are adjusted for the acquisition of the business operations related to 44 Business Capital.

CONTACTS

Investor Relations Contact

Allison O’Rourke; Executive Vice President, Investor Relations Officer; 413-236-3149

Media Contact

Elizabeth Mach; Vice President, Marketing Officer; 413-445-8390

BERKSHIRE HILLS BANCORP, INC.

SELECTED FINANCIAL HIGHLIGHTS - UNAUDITED - (F-1)

(1)        Core measurements are non-GAAP financial measures that are adjusted to exclude net non-core charges primarily related to acquisitions and restructuring activities.

(2)        Reconciliations of non-GAAP financial measures, including all references to core and tangible amounts, appear on pages F-9 and F-10.

(3)        The Company acquired certain assets and operations related to 44 Business Capital on April 29, 2016.

(4)        Non-GAAP financial measure.

(5)        All performance ratios are annualized and are based on average balance sheet amounts, where applicable.

(6)        Fully taxable equivalent considers the impact of tax advantaged investment securities and loans.

(7)        See page F-9.

F-1

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED BALANCE SHEETS - UNAUDITED - (F-2)

(1) The Company acquired certain assets and operations related to 44 Business Capital on April 29, 2016.

F-2

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED LOAN & DEPOSIT ANALYSIS - UNAUDITED - (F-3)

LOAN ANALYSIS

(1) Non-GAAP financial measure.

(2) Total commercial real estate loans include $37 million in loans acquired as part of the acquisition of certain assets and operations related to 44 Business Capital; however, the organic annualized growth excludes these acquired loans.

DEPOSIT ANALYSIS

(1) June 30, 2016 and March 31, 2016 total deposits exclude $31 million and $30 million, respectively, of deposits associated with the two branches held for sale in New York. Year-to-date annualized organic growth is 4% when including the $31 million of deposits held for sale.

F-3

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED - (F-4)

F-4

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME (5 Quarter Trend) - UNAUDITED - (F-5)