8-K
Beacon Financial Corp (BBT)
8-K
2021-04-15
For: 2021-04-09
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UNITED STATES
SECURITIES ANDEXCHANGE 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): April 9, 2021
BERKSHIRE
HILLS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-15781 | 04-3510455 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File No.) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 60<br>State Street, Boston,<br>Massachusetts | 02109 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (800) 773-5601, ext. 133773
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | BHLB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events |
|---|
Berkshire Hills Bancorp, Inc. (the “Company”) has made available its 2020 Summary Annual Report, which is accessible online at our investor relations site at ir.berkshirebank.com. A copy of the Company’s 2020 Summary Annual Report is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| 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. |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Berkshire Hills Bancorp, Inc. 2020 Summary Annual Report |
| 104.1 | The<br>cover page for this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| Berkshire Hills Bancorp, Inc. | ||
|---|---|---|
| DATE: April 15, 2021 | By: | /s/ Wm. Gordon Prescott |
| Wm. Gordon Prescott | ||
| Executive Vice President and General Counsel |
Exhibit 99.1
| SM<br>2020 SUMMARY ANNUAL REPORT<br>TRANSFORMATION | |
|---|---|
| Dear Shareholders, Customers, Employees, and Community<br>Stakeholders:<br>I am honored to be chosen to lead Berkshire Bank’s transformation to high<br>performance in pursuit of enhancing value for all stakeholders. I appre-<br>ciate our Board of Directors’ support and encouragement as I work with<br>Berkshire’s leadership team to make strategic choices and implement<br>corresponding initiatives to significantly improve our purpose-driven<br>organization’s financial performance.<br>Berkshire has a 175-year history of serving businesses and con-<br>sumers from all walks of life. That heritage has helped Berkshire<br>overcome many challenging moments. Moments that helped<br>Berkshire adapt, move forward, and become a stronger<br>company. This is one of those moments, and I firmly be-<br>lieve that the organization’s collective focus on fulfilling<br>our mission in our competitively differentiated way<br>will strengthen us further to the benefit of all stake-<br>holders. We are committed to making Berkshire<br>better and stronger, faster.<br>Berkshire is charting its path forward in a highly com-<br>petitive, rapidly evolving banking environment in which<br>the coronavirus pandemic has accelerated digital channel<br>Nitin J. Mhatre<br>Chief Executive Officer<br>BETTER, STRONGER, FASTER<br>TRANSFORMATION<br>1 2020 SUMMARY ANNUAL REPORT<br>We are moving forward<br>with collective passion,<br>resolve, and confidence to<br>prove that Berkshire’s<br>purpose-driven,<br>community-dedicated<br>banking will enhance<br>returns for all our<br>stakeholders. | |
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| adoption. Our brand name and solid reputation in our primary mar-<br>kets, our differentiated customer service and culture, along with<br>our purpose-based values form the foundation upon which we will<br>build and execute our business plan. Berkshire will excel in meeting<br>our customers’ financial needs through whichever channels they<br>choose by combining our customer focus, financial expertise, and<br>execution skills with advanced digital technology that enhances our<br>relationship banking model.<br>As we continue into 2021, the Board and management team are<br>fully committed to take the bold actions necessary to transform<br>our Company and improve stakeholder value. Every Berkshire<br>banker is focused on these initiatives, which include:<br>• Optimization and rationalization of our footprint and<br>our balance sheet<br>• Digitization and automation of customer journeys and<br>processes<br>• Enhancing our value proposition with a focus on core<br>products and services<br>• Strengthening risk management framework and<br>proactive asset quality management<br>• Improving alignment of performance objectives with<br>customer satisfaction and enhanced shareholder value<br>As we position the Company to emerge from the pandemic, better<br>and stronger, to pursue organic growth consistent with our com-<br>munity bank mission, our strategic choices will help transform<br>the Company toward a bright and innovative future. We are mov-<br>ing forward with collective passion, resolve, and confidence to<br>prove that Berkshire’s purpose-driven, community-dedicated<br>banking will enhance returns for all our stakeholders. The commu-<br>nities we serve, our customers, our bankers, and our shareholders<br>will all benefit.<br>I will always welcome your feedback as Berkshire charts its path<br>to high performance. Stay safe and healthy.<br> Warm regards,<br>Nitin J. Mhatre<br>Chief Executive Of ficer<br>* Note: Earnings, Adjusted and Tangible Book Value are<br>non-GAAP financial measures; see Form 10-K for discussion<br>and further detail. 2020 loss due to $554 million goodwill<br>write-off expense.<br>SELECT FINANCIAL<br>INFORMATION<br>$(10.60)<br>0.60<br>0.72<br>23.37<br>22.68<br>$1.97<br>2.40<br>0.92<br>34.65<br>22.56<br>(Loss) Earnings<br>Earnings, Adjusted*<br>Dividends<br>Book Value<br>Tangible Book Value*<br>FY20 FY19 Per Common<br>Share Data ($)<br>$317<br>66<br>383<br>76<br>840<br>(533)<br>$365<br>84<br>449<br>35<br>290<br>97<br>Net Interest Income<br>Non-Interest Income<br>Total Net Revenue<br>Provision for Loan Losses<br>Non-Interest Expense<br>Net (Loss) Income<br>Operating Results<br>($ millions) FY20 FY19<br>Total Assets<br>Total Securities<br>Total Loans<br>Goodwill and Intangibles<br>Deposits<br>Borrowings<br>Shareholders' Equity<br>$12,838<br>2,223<br>8,082<br>35<br>10,216<br>572<br>1,188<br>$13,216<br>1,770<br>9,502<br>599<br>10,336<br>828<br>1,759<br>Balance Sheet<br>($ millions – period end) FY20 FY19<br>2 Berkshire Hills Bancorp, Inc.—BHLB | berkshirebank.com |
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| BERKSHIRE BANK’S MISSION to provide relationship-based<br>community banking is as relevant today as when we were founded in<br>1846. Our core service markets became national disease hotspots ear-<br>ly in the pandemic, with mandatory shuttering of most societal and<br>economic activity in March 2020. Conditions improved in the third<br>quarter, but another wave of COVID-19 cases slowed improve-<br>ment, and economic conditions remained stressed through<br>2020. Changes in the Company’s financial situation and re-<br>sults were primarily due to the pandemic and the changes in<br>financial market conditions and economic expectations.<br>During this time, Berkshire prioritized our employees,<br>customers, and communities’ health, safety, and eco-<br>nomic resilience as we answered the call for help. We<br>assisted employees by launching the You FIRST<br>employee assistance fund, providing additional<br>paid sick time, premium pay for on-site staff, and<br>flexible work schedules for remote employees.<br>Additionally, Berkshire provided communities we<br>serve with $1 million in COVID-19 relief grants through<br>our Foundation, including $500 thousand directed to-<br>ward small business assistance.<br>Further, Berkshire adjusted its business model to man-<br>age pandemic-related impacts to operations, customers,<br>and operating profitability. We modified branch hours<br>and proactively provided options for payment deferrals.<br>Our participation in government-backed relief programs,<br>including the Paycheck Protection Program (PPP), origi-<br>nated $708 million in round one. We continue to closely<br>manage COVID-19-sensitive commercial borrowers with<br>a primary focus on our hospitality and Firestone Financial<br>customers.<br>As conditions gradually normalize in 2021, Berkshire will<br>pursue organic growth consistent with its community<br>bank mission.<br>175 YEARS O F<br>ANSWERING THE CALL<br>SUMMIT<br>MARKETING<br>EFFECTIVENESS<br>AWARDS<br>PLATINUM<br>All Wallets Welcome<br>Campaign<br>SILVER<br>Online Banking Campaign<br>AWARDS<br>For a complete list,<br>scan below to learn more:<br>3 2020 SUMMARY ANNUAL REPORT | |
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| THE COMPANY RECORDED a noncash loss in 2020 due to the pandemic including a charge to goodwill from<br>past bank mergers. Net cash provided by operating activities increased and regulatory capital measures<br>continued to improve. Net interest income, our primary source of income, decreased. In response, management<br>and our fully engaged Board of Directors took bold actions to transform our Company and improve stakeholder<br>value. That review and strategy emphasizes improving core operating performance with a relationship banking<br>model that serves our communities and clients. Our brand name and solid reputation in our primary markets,<br>differentiated customer service and culture, and purpose-based values form the foundation upon which<br>Berkshire will build and execute its business<br>plan to improve the organization’s financial<br>performance. Concluding the review process, the<br>Board sought to hire a new CEO with a proven<br>track record in banking to support the bank’s<br>refinement and execution of its strategic choices.<br>Following an extensive national search process, Berkshire’s Board chose Nitin J. Mhatre to lead the Company<br>based on his decades of experience driving growth and profitability in community and global banks; proven<br>leadership qualities in a range of roles building customer-centric cultures; commitment to technology-driven<br>innovation and digital transformation; and his vision, passion, and integrity.<br>Berkshire is confident about these initiatives and positioning as the Company emerges from the pandemic.<br>The Board of Directors and Management team are focused on the return it is earning on capital and the best<br>allocation of that capital. The first focus is on using capital wisely to support the franchise. We expect to resume<br>organic growth as we deepen our relationships in our core footprint, and we will prioritize capital for that purpose.<br>Returning capital to shareholders will remain an essential consideration of our strategy—including maintaining a<br>competitive dividend and evaluating stock buybacks based on our assessment of the environment and market<br>and regulatory factors.<br>FOCUS ON OUR<br>STRATEGIC CHOICES<br>The emergence of the COVID-19<br>pandemic highlighted community<br>banking’s vital role answering the<br>call for all our stakeholders.<br>4 Berkshire Hills Bancorp, Inc.—BHLB | berkshirebank.com |
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| BERKSHIRE IS CHARTING its path forward in a highly competitive, rapidly evolving bank-<br>ing environment in which the coronavirus pandemic has accelerated digital channel adoption.<br>Our digitization and automation roadmap is a key component of our strategic focus. In 2020,<br>Berkshire Bank upgrad-<br>ed the technology we rely<br>on to serve our customers<br>and support our operations.<br>We launched a best-in-industry<br>mobile deposit account open-<br>ing platform, upgraded call center<br>technology, rolled out e-signature<br>platforms, and completed enterprise<br>deployment of Salesforce CRM to help<br>operations teams efficiently track data for customer needs. Our customers adapted to the new environment by in-<br>creasing mobile and online banking adoption and leveraging our Interactive Teller Machines. <br>We completed the wind-down of our national mortgage banking operation, exited our indirect automobile lending<br>business, and further reduced non-strategic portfolios acquired in the past, such as our private aircraft lending<br>portfolio. These shifts allow us to focus on core products and services to enhance relationships and customer expe-<br>rience. The MyBanker program, which provides personalized banking services to everyone, regardless of income,<br>at no cost, is a crucial part of our omnichannel approach to community banking.<br>To further optimize our banking footprint and respond to changes in cus-<br>tomer behavior, we announced the planned sale of our eight New Jersey<br>and Pennsylvania offices and are on track to complete this transaction<br>by mid-year 2021. We also announced plans to consolidate 16 branch-<br>es in our New England and New York markets to strengthen the<br>franchise further. We are targeting strong deposit retention due to<br>our branch footprint, flexible MyBanker team, and long history of<br>successfully executing consolidations. In addition to reshaping<br>our branch network, the Company is pursuing possibilities<br>for identifying and releasing surplus corporate real estate<br>and making other operational adjustments to its business model to formalize cost-saving op-<br>portunities arising from the remote work environment.<br>Our continued focus on our New England and New York markets allows us to deepen our<br>engagement in our communities. We appointed two additional Regional Presidents to<br>join the existing team of regional leaders. They will help drive collaboration across busi-<br>ness lines to deepen relationships and improve profitability. In 2020, we established<br>Regional Advisory Councils in each market to bring together local leaders and<br>their collective insights on the local economies. These steps will allow Berkshire<br>to excel in meeting our customers’ financial needs through whichever chan-<br>nels they choose by combining our customer focus, financial expertise, and<br>execution skills with advanced digital technology that enhances our rela-<br>tionship banking model. <br>TRANSFORMING T H E<br>COMMUNITY BANK<br>MODEL TO STRENGTHEN<br>THE FRANCHISE<br>5 2020 SUMMARY ANNUAL REPORT | |
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| A PART OF OUR VALUE PROPOSITION as a community bank is our commitment to purpose, values, and social<br>responsibility. Our Be FIRST culture is integrated throughout our business. We strive to cultivate a culture of<br>authenticity and actively build a community composed of members who bring diversity in their background,<br>culture, and life experiences. We embrace equity, inclusion, and social justice as pillars of excellence critical<br>to community well-being and organizational growth. To bring those beliefs to life, we enhanced our diversity,<br>equity, and inclusion training for employees, completed a gap analysis to improve the impact of existing<br>programs, named a Chief Human Resources and Culture Officer, and enhanced our commitment to gender<br>equity. Half of those holding the title of Regional President<br>and nearly 50% of our executive management positions at<br>Berkshire are held by women. <br>We strengthened our commitment to our employees by<br>launching the You FIRST Employee Assistance Fund to help<br>those impacted by financial hardships, developing a new<br>Employee Mentoring Program, and completing a pay equity analysis that ensures equitable compensation. The<br>pandemic highlighted the need for increased protection to those experiencing gender-based violence so we<br>enhanced our existing Domestic Violence Policy, providing 15 days paid leave to employees. In communities,<br>we provided philanthropic investments of $4 million, and our XTEAM employee volunteer program stepped up<br>to answer the call to help many in our neighborhoods.<br>As a result of our collective efforts, the Human Rights Campaign Corporate Equality Index awarded Berkshire a<br>perfect score in 2020. Additionally, we were recognized for our impact with the Inspiring Workplaces Award for<br>Diversity & Inclusion, Communitas Award for Leadership in Corporate Social Responsibility, and were listed in<br>the Bloomberg Gender-Equality Index for the second consecutive year. <br>We invite you to learn more about all the ways we are a socially responsible and values-driven community bank<br>in this year’s corporate responsibility report: Meaningful Moments: Answering the Call available online at<br>berkshirebank.com/csr <br>PURPOSE AND<br>VALUES GUIDED<br>Berkshire employees answer<br>the call to assist our communities<br>through our award-winning XTEAM<br>Employee Volunteer Program.<br>BELONGING<br>fosters an environment<br>where all relationships<br>matter<br>FOCUSING<br>on a positive attitude<br>and everything else will<br>follow<br>INCLUSION<br>invites openness and<br>builds belonging<br>RESPECT<br>cultivates an unyielding<br>commitment to integrity<br>and responsibility<br>SERVICE<br>quality should be<br>delivered regardless<br>of income or wealth<br>TEAMWORK<br>empowers collaboration<br>and cooperation<br>6 Berkshire Hills Bancorp, Inc.—BHLB | berkshirebank.com |
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| ANSWERING<br>THE CALL<br>8 6, 411<br>68%<br>WOMEN IN<br>MANAGEMENT<br>$708MM<br>HELPED WITH<br>FINANCIAL EDUCATION<br>PROGRAMMING<br>IN PPP LOANS TO HELP<br>OVER 5,000 CUSTOMERS<br>80%<br>We’re proud to<br>support a culture of<br>equity and inclusion<br>in our workplace and<br>communities.<br>$12.8 Billion<br>in Assets • Boston headquartered regional community bank with<br>$12.8 billion in assets<br>• Branch locations primarily in New England and New York<br>• Retail banking, commercial banking, insurance, and wealth<br>management<br>CORPORATE PROFILE<br>7 2020 SUMMARY ANNUAL REPORT<br>• New transformational leadership focused on performance<br>improvement<br>• Differentiated purpose-based Be FIRST culture with<br>prominent ESG focus<br>• Optimizing branch footprint and positioning in desirable<br>New England and upstate New York markets<br>• Increasing digitization and automation using leading<br>technology and personal MyBankers<br>• Maintaining solid risk management and strong capital<br>footings<br>INVESTMENT CONSIDERATIONS | |
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| 2020<br>FOUNDATION<br>HIGHLIGHTS<br>40% increase in philanthropic<br>funding from the prior year<br>40%<br>Foundation donated a record<br>$4 million to more than 500<br>organizations in 2020<br>$4 million<br>Over the past 10 years, Berkshire’s<br>Foundation provided approximately<br>$21 million to organizations and<br>communities<br>$21 million<br>8 Berkshire Hills Bancorp, Inc.—BHLB | berkshirebank.com |
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| LEADERSHIP TEAM<br>Nitin J. Mhatre<br>Chief Executive Officer<br>Sean A. Gray<br>President and Chief Operating<br>Officer<br>Subhadeep Basu<br>SEVP, Chief Financial Officer<br>George F. Bacigalupo<br>SEVP, Head of Commercial Banking<br>Jennifer Carmichael<br>EVP, Chief Internal Audit Officer<br>Jacqueline Courtwright<br>EVP, Chief Human Resources<br>and Culture Officer<br>Tami M. Gunsch<br>SEVP, Head of Consumer Banking<br>Gregory D. Lindenmuth<br>SEVP, Chief Risk Officer<br>Georgia Melas<br>EVP, Chief Credit Officer<br>Wm. Gordon Prescott<br>EVP, General Counsel and<br>Corporate Secretary<br>Deborah A. Stephenson<br>SEVP, Compliance and<br>Regulatory<br>Jason T. White<br>EVP, Chief Information Officer<br>9 2020 SUMMARY ANNUAL REPORT | |
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| BOARD OF DIRECTORS<br>J. Williar Dunlaevy<br>Chairperson of the Board, Former Chairman<br>and CEO of Legacy Bancorp, Inc.<br>and Legacy Banks<br>David M. Brunelle<br>Vice Chairperson of the Board, Managing<br>Director of North Point Wealth Management<br>Baye Adofo-Wilson, Esq.<br>CEO BAW Development, LLC<br>Rheo A. Brouillard<br>Former President and Chief Executive Officer<br>of SI Financial Group, Inc<br>and Savings Institute Bank & Trust<br>Robert M. Curley<br>Berkshire Bank New York Chairman,<br>Former Chairman and President for<br>Citizens Bank in New York<br>John B. Davies<br>Former Executive Vice President<br>of Massachusetts Mutual Life<br>Insurance Company<br>William H. Hughes III<br>Founder and President of<br>Open4 Learning<br>Cornelius D. Mahoney<br>Former Chairman, President and<br>CEO of Woronoco Bancorp, Inc. and<br>Woronoco Savings Bank<br>Dr. Sylvia Maxfield<br>Dean of the Providence College School<br>of Business<br>Nitin J. Mhatre<br>Chief Executive Officer<br>of Berkshire Hills Bancorp, Inc.<br>Laurie Norton Moffatt<br>Director and CEO of the<br>Norman Rockwell Museum<br>Jonathan I. Shulman<br>Former EVP and Treasurer Keycorp<br>D. Jeffrey Templeton<br>Owner and President of<br>The Mosher Company, Inc.<br>For more<br>information,<br>see our<br>Corporate<br>Responsibility<br>Report<br>berkshirebank.com/csr<br>SM<br>MEANINGFUL MOMENTS<br>ANSWERING THE CALL<br>2020 CORPORATE RESPONSIBILITY REPORT<br>10 Berkshire Hills Bancorp, Inc.—BHLB | berkshirebank.com |
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| This document contains forward-looking statements (within<br>the meaning of the Private Securities Litigation Reform Act of<br>1995). There are several factors that could cause actual results<br>to differ significantly from expectations described in the<br>forward-looking statements. For a discussion of such factors,<br>please see Berkshire’s most recently filed reports on Forms<br>10-K and 10-Q, which are available on the SEC’s website at<br>www.sec.gov. Berkshire does not undertake any obligation to<br>update forward-looking statements.<br>Banking products are provided by Berkshire Bank: Member<br>FDIC. Equal Housing Lender. Berkshire Bank is a Massachusetts<br>chartered bank.<br>Insurance and investment products as well as investment<br>securities and obligations of Berkshire Hills Bancorp, Inc.<br>are NOT FDIC-INSURED, are NOT A BANK DEPOSIT, NOT<br>GUARANTEED BY THE BANK, NOT INSURED BY ANY FEDERAL<br>GOVERNMENT AGENCY and MAY LOSE VALUE.<br>CORPORATE OFFICES<br>Berkshire Hills Bancorp, Inc.<br>60 State Street<br>Boston, MA 02109<br>800.773.5601<br>berkshirebank.com<br>STOCK LISTING<br>Berkshire Hills Bancorp, Inc., is listed<br>on the New York Stock Exchange<br>under the symbol “BHLB.”<br>INVESTOR INFORMATION<br>Investor Relations<br>Attn: Kevin Conn<br>Berkshire Hills Bancorp, Inc.<br>617.641.9206<br>investorrelations@berkshirebank.com<br>ir.berkshirebank.com<br>TRANSFER AGENT AND<br>REGISTRAR<br>Shareholders who wish to change the<br>name, address, or ownership of stock,<br>report lost stock certificates, inquire<br>about the Dividend Reinvestment<br>Plan, or consolidate stock accounts<br>should contact:<br>Broadridge Corporate Issuer<br>Solutions, Inc.<br>P.O. Box 1342<br>Brentwood, NY 11717<br>844.458.9357<br>shareholder@broadridge.com<br>shareholder.broadridge.com/bhlb | |
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