UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2006
-------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _________________
Commission file number: 0-13649
-------
BERKSHIRE BANCORP INC.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2563513
------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 Broadway, New York, New York 10038
---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 791-5362
---------------
N/A
-------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act. Yes [ ] No [X]
As of July 31, 2006, there were 6,898,556 outstanding shares of the issuers
Common Stock, $.10 par value.
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
FORWARD-LOOKING STATEMENTS
Forward-Looking Statements. Statements in this Quarterly Report on Form 10-Q
that are not based on historical fact may be "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Words such
as "believe", "may", "will", "expect", "estimate", "anticipate", "continue" or
similar terms identify forward-looking statements. A wide variety of factors
could cause the Company's actual results and experiences to differ materially
from the results expressed or implied by the Company's forward-looking
statements. Some of the risks and uncertainties that may affect operations,
performance, results of the Company's business, the interest rate sensitivity of
its assets and liabilities, and the adequacy of its loan loss allowance,
include, but are not limited to: (i) deterioration in local, regional, national
or global economic conditions which could result, among other things, in an
increase in loan delinquencies, a decrease in property values, or a change in
the housing turnover rate; (ii) changes in market interest rates or changes in
the speed at which market interest rates change; (iii) changes in laws and
regulations affecting the financial services industry; (iv) changes in
competition; (v) changes in consumer preferences, (vi) changes in banking
technology; (vii) ability to maintain key members of management, (viii) possible
disruptions in the Company's operations at its banking facilities, (ix) cost of
compliance with new corporate governance requirements, and other factors
referred to in the sections of this Quarterly Report entitled "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Certain information customarily disclosed by financial institutions,
such as estimates of interest rate sensitivity and the adequacy of the loan loss
allowance, are inherently forward-looking statements because, by their nature,
they represent attempts to estimate what will occur in the future.
The Company cautions readers not to place undue reliance upon any
forward- looking statement contained in this Quarterly Report. Forward-looking
statements speak only as of the date they were made and the Company assumes no
obligation to update or revise any such statements upon any change in applicable
circumstances.
2
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of
June 30, 2006 (unaudited) and
December 31, 2005 4
Consolidated Statements of Income
For The Three and Six Months Ended
June 30, 2006 and 2005 (unaudited) 5
Consolidated Statements of Stockholders'
Equity For The Six Months Ended
June 30, 2006 and 2005 (unaudited) 6
Consolidated Statements of Cash Flows
For The Six Months Ended
June 30, 2006 (unaudited) 7
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 17
Item 3. Quantitative and Qualitative Disclosure
About Market Risk 29
Item 4. Controls and Procedures 37
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders 37
Item 5. Other Information 38
Item 6. Exhibits 38
Signature 39
Index of Exhibits 40
3
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(unaudited)
June 30, December 31,
2006 2005
--------------------------------------
ASSETS
Cash and due from banks $ 6,561 $ 9,825
Interest bearing deposits 4,053 4,457
Federal funds sold 11,250 13,600
--------- ---------
Total cash and cash equivalents 21,864 27,882
Investment Securities:
Available-for-sale 555,708 599,410
Held-to-maturity, fair value of $482
in 2006 and $573 in 2005 488 562
--------- ---------
Total investment securities 556,196 599,972
Loans, net of unearned income 315,891 309,230
Less: allowance for loan losses (3,360) (3,266)
--------- ---------
Net loans 312,531 305,964
Accrued interest receivable 6,698 6,784
Premises and equipment, net 9,611 8,602
Goodwill, net 18,549 18,549
Other assets 11,026 9,699
--------- ---------
Total assets $ 936,475 $ 977,452
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 57,561 $ 50,269
Interest bearing 609,893 629,991
--------- ---------
Total deposits 667,454 680,260
Securities sold under agreements to repurchase 59,880 73,044
Long term borrowings 66,970 83,201
Subordinated debt 22,681 22,681
Accrued interest payable 7,598 5,731
Other liabilities 3,924 3,825
--------- ---------
Total liabilities 828,507 868,742
--------- ---------
Stockholders' equity
Preferred stock - $.10 Par value: -- --
2,000,000 shares authorized - none issued
Common stock - $.10 par value
Authorized -- 10,000,000 shares
Issued -- 7,698,285 shares
Outstanding --
June 30, 2006, 6,898,556 shares
December 31, 2005, 6,890,556 shares 770 770
Additional paid-in capital 90,600 90,594
Retained earnings 35,371 33,504
Accumulated other comprehensive loss, net (11,107) (8,415)
Treasury Stock
June 30, 2006, 799,729 shares
December 31, 2005, 807,729 shares (7,666) (7,743)
--------- ---------
Total stockholders' equity 107,968 108,710
--------- ---------
$ 936,475 $ 977,452
========= =========
The accompanying notes are an integral part of these statements
4
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(unaudited)
For The For The
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------- --------------------------------
2006 2005 2006 2005
-------- -------- -------- ------
INTEREST INCOME
Loans $ 5,585 $ 4,847 $ 11,089 $ 9,541
Investment securities 6,150 6,473 12,405 12,652
Federal funds sold and
interest bearing deposits 81 58 157 152
-------- -------- -------- --------
Total interest income 11,816 11,378 23,651 22,345
-------- -------- -------- --------
INTEREST EXPENSE
Deposits 5,345 3,224 10,200 6,115
Short-term borrowings 453 1,008 994 1,773
Long-term borrowings 1,147 1,353 2,358 2,511
-------- -------- -------- --------
Total interest expense 6,945 5,585 13,552 10,399
-------- -------- -------- --------
Net interest income 4,871 5,793 10,099 11,946
PROVISION FOR LOAN LOSSES 45 45 90 90
-------- -------- -------- --------
Net interest income after
provision for loan losses 4,826 5,748 10,009 11,856
-------- -------- -------- --------
NON-INTEREST INCOME
Service charges on deposits 146 145 286 278
Investment securities gains 2 3 743 9
Other income 158 137 330 267
-------- -------- -------- --------
Total non-interest income 306 285 1,359 554
-------- -------- -------- --------
NON-INTEREST EXPENSE
Salaries and employee benefits 2,072 2,021 4,179 3,976
Net occupancy expense 491 477 966 858
Equipment expense 108 95 204 194
FDIC assessment 22 67 43 136
Data processing expense 91 49 181 93
Other 594 669 1,218 1,314
-------- -------- -------- --------
Total non-interest expense 3,378 3,378 6,791 6,571
-------- -------- -------- --------
Income before provision for taxes 1,754 2,655 4,577 5,839
Provision for income taxes 834 1,304 2,161 2,790
-------- -------- -------- --------
Net income $ 920 $ 1,351 $ 2,416 $ 3,049
======== ======== ======== ========
Net income per share:
Basic $ .13 $ .20 $ .35 $ .45
======== ======== ======== ========
Diluted $ .13 $ .20 $ .35 $ .44
======== ======== ======== ========
Number of shares used to compute net income per share:
Basic 6,895 6,764 6,893 6,759
======== ======== ======== ========
Diluted 6,983 6,919 6,983 6,924
======== ======== ======== ========
The accompanying notes are an integral part of these statements.
5
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For The Six Months Ended June 30, 2006 and 2005
(In Thousands)
Accumulated
Common Stock Additional other Total
Par paid-in comprehensive Retained Treasury Comprehensive stockholders'
Shares value capital (loss), net earnings stock income (loss) equity
------ ----- --------- ------------- -------- ------- ------------- -------
Balance at January 1, 2006 7,698 $770 $90,594 $ (8,415) $ 33,504 $ (7,743) $108,710
Net income 2,416 2,416 2,416
Exercise of stock options 6 77 83
Other comprehensive (loss) net
of reclassification adjustment
and taxes (2,692) (2,692) (2,692)
-------
Comprehensive income (loss) $ (276)
=======
Cash dividends (549) (549)
------ ---- ------- -------- -------- -------- --------
Balance at June 30, 2006 7,698 $770 $90,600 $(11,107) $ 35,371 $ (7,666) $107,968
(Unaudited) ====== ==== ======= ======== ======== ======== ========
Balance at January 1, 2005 7,698 $770 $89,543 $ (2,602) $ 28,983 $ (9,075) $107,619
Net income 3,049 3,049 3,049
Exercise of stock options 439 172 611
Other comprehensive (loss) net
of reclassification adjustment
and taxes (1,515) (1,515) (1,515)
-------
Comprehensive income $ 1,534
=======
Cash dividends (471) (471)
Balance at June 30, 2005
(Unaudited) 7,698 $770 $89,982 $ (4,117) $ 31,561 $( 8,903) $109,293
====== ==== ======= ======== ======== ======== ========
The accompanying notes are an integral part of this statement.
6
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For The Six Months Ended
June 30,
-------------------------
2006 2005
------ -----
Cash flows from operating activities:
Net income $ 2,416 $ 3,049
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Realized gains on investment securities (743) (9)
Net (accretion) amortization of premiums of
investment securities (368) 23
Depreciation and amortization 359 306
Provision for loan losses 90 90
Decrease (increase) in accrued interest receivable 86 (612)
Increase in other assets (1,327) (897)
Increase in accrued interest payable
and other liabilities 1,966 9,022
-------- --------
Net cash provided by operating activities 2,479 10,972
-------- --------
Cash flows from investing activities:
Investment securities available for sale
Purchases (187,912) (264,286)
Sales, maturities and calls 230,033 236,266
Investment securities held to maturity
Maturities 74 33
Net increase in loans (6,657) (7,319)
Acquisition of premises and equipment (1,368) (177)
-------- --------
Net cash provided by (used in) investing activities 34,170 (35,483)
-------- --------
7
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For The Six Months Ended
June 30,
------------------------
2006 2005
------ -----
Cash flows from financing activities:
Net increase in non interest bearing deposits 7,292 6,059
Net decrease in interest bearing deposits (20,098) (9,313)
(Decrease) increase in securities sold under
agreements to repurchase (13,164) 10,596
Proceeds from long term debt -- 20,000
Repayment of long term debt (16,231) (14,567)
Proceeds from issuance of subordinated debentures -- 7,217
Proceeds from exercise of common stock options 83 201
Dividends paid (549) (471)
-------- --------
Net cash (used in) provided by financing activities (42,667) 19,722
-------- --------
Net (decrease) in cash and cash equivalents (6,018) (4,789)
Cash and cash equivalents - beginning of period 27,882 17,383
-------- --------
Cash and cash equivalents - end of period $ 21,864 $ 12,594
======== ========
Supplemental disclosure of cash flow information:
Cash used to pay interest $ 11,685 $ 8,979
Cash used to pay taxes, net of refunds $ 2,825 $ 4,267
The accompanying notes are an integral part of these statements.
8
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2006 and 2005
NOTE 1. General
Berkshire Bancorp Inc., a Delaware corporation, is a bank holding
company registered under the Bank Holding Company Act of 1956. References herein
to "Berkshire", the "Company" or "we" and similar pronouns, shall be deemed to
refer to Berkshire Bancorp Inc. and its consolidated subsidiaries unless the
context otherwise requires. Berkshire's principal activity is the ownership and
management of its wholly owned subsidiary, The Berkshire Bank (the "Bank"), a
New York State chartered commercial bank.
The accompanying financial statements of Berkshire Bancorp Inc. and
subsidiaries includes the accounts of the parent company, Berkshire Bancorp
Inc., and its wholly-owned subsidiaries: The Berkshire Bank, Greater American
Finance Group, Inc. and East 39, LLC.
We have prepared the accompanying financial statements pursuant to the
rules and regulations of the Securities and Exchange Commission (the "SEC") for
interim financial reporting. These consolidated financial statements are
unaudited and, in our opinion, include all adjustments, consisting of normal
recurring adjustments and accruals necessary for a fair presentation of our
consolidated balance sheets, operating results, and cash flows for the periods
presented. Operating results for the periods presented are not necessarily
indicative of the results that may be expected for 2006 due to a variety of
factors. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States ("GAAP") have been omitted in accordance with the
rules and regulations of the SEC. These consolidated financial statements should
be read in conjunction with the audited consolidated financial statements and
accompanying notes included in our 2005 Annual Report on Form 10-K.
NOTE 2. Trust Preferred Securities.
As of May 18 2004, the Company established Berkshire Capital Trust I, a
Delaware statutory trust, ("BCTI"). The Company owns all the common capital
securities of BCTI. BCTI issued $15.0 million of preferred capital securities to
investors in a private transaction and invested the proceeds, combined with the
proceeds from the sale of BCTI's common capital securities, in the Company
through the purchase of $15.464 million aggregate principal amount of Floating
Rate Junior Subordinated Debentures (the "2004 Debentures") issued by the
Company. The 2004 Debentures, the sole assets of BCTI, mature on July 23, 2034
and bear interest at a floating rate, three month LIBOR plus 2.70%.
On April 1, 2005, the Company established Berkshire Capital Trust II, a
Delaware statutory trust, ("BCTII"). The Company owns all the common capital
securities of BCTII. BCTII issued $7.0 million of preferred capital securities
to investors in a private transaction and invested the proceeds, combined with
the proceeds from the sale of BCTII's common capital securities, in the Company
through the purchase of $7.217 million aggregate principal amount of Floating
Rate Junior Subordinated Debentures (the "2005 Debentures") issued by the
Company. The 2005 Debentures, the sole assets of BCTII, mature on May 23, 2035
and bear interest at a floating rate, three month LIBOR plus 1.95%.
9
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Note 2. - (continued)
Based on current interpretations of the banking regulators, the 2004
Debentures and 2005 Debentures (collectively, the "Debentures") qualify under
the risk-based capital guidelines of the Federal Reserve as Tier 1 capital,
subject to certain limitations. The Debentures are callable by the Company,
subject to any required regulatory approvals, at par, in whole or in part, at
any time after five years from the date of issuance. The Company's obligations
under the Debentures and related documents, taken together, constitute a full,
irrevocable and unconditional guarantee on a subordinated basis by the Company
of the obligations of BCTI and BCTII under the preferred capital securities sold
by BCTI and BCTII to investors. FIN46(R) precludes consideration of the call
option embedded in the preferred capital securities when determining if the
Company has the right to a majority of BCTI and BCTII expected residual returns.
Accordingly, BCTI and BCTII are not included in the consolidated balance sheet
of the Company.
The Federal Reserve has issued guidance on the regulatory capital
treatment for the trust-preferred securities issued by BCTI and BCTII. This rule
would retain the current maximum percentage of total capital permitted for Trust
Preferred Securities at 25%, but would enact other changes to the rules
governing Trust Preferred Securities that affect their use as part of the
collection of entities known as "restricted core capital elements." The rule
would take effect March 31, 2009; however, a five year transition period
starting March 31, 2004 and leading up to that date would allow bank holding
companies to continue to count Trust Preferred Securities as Tier 1 Capital
after applying FIN-46(R). Management has evaluated the effects of this rule and
does not anticipate a material impact on its capital ratios when the proposed
rule is finalized.
NOTE 3. Earnings Per Share
Basic earnings per share is calculated by dividing income available to
common stockholders by the weighted average common shares outstanding, excluding
stock options from the calculation. In calculating diluted earnings per share,
the dilutive effect of stock options is calculated using the average market
price for the Company's common stock during the period. The following table
presents the calculation of earnings per share for the periods indicated:
For The Three Months Ended
----------------------------------------------------------------------------------------
June 30, 2006 June 30, 2005
------------------------------------------ --------------------------------------------
Per Per
Income Shares share Income Shares share
(numerator) (denominator) amount (numerator) (denominator) amount
----------- ------------- ------ ----------- ------------- ------
(In thousands, except per share data)
Basic earnings per share
Net income available to
common stockholders $ 920 6,895 $ .13 $ 1,351 6,764 $ .20
Effect of dilutive securities
Options -- 88 .-- -- 155 .--
-------- ------- ------ -------- ------- ------
Diluted earnings per share
Net income available to
common stockholders plus
assumed conversions $ 920 6,983 $ .13 $ 1,351 6,919 $ .20
======== ======= ====== ======== ======= ======
10
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Note 3. - (continued)
For The Six Months Ended
----------------------------------------------------------------------------------------
June 30, 2006 June 30, 2005
------------------------------------------ --------------------------------------------
Per Per
Income Shares share Income Shares share
(numerator) denominator) amount (numerator) (denominator) amount
---------- ----------- ------ --------- ----------- ------
(In thousands, except per share data)
Basic earnings per share
Net income available to
common stockholders $ 2,416 6,893 $ .35 $ 3,049 6,759 $ .45
Effect of dilutive securities
Options -- 90 .-- -- 165 (.01)
-------- ------- ------ -------- ------- ------
Diluted earnings per share
Net income available to
common stockholders plus
assumed conversions $ 2,416 6,983 $ .35 $ 3,049 6,924 $ .44
======== ======= ====== ======== ======= ======
NOTE 4. Investment Securities
The following tables summarize held to maturity and available-for-sale
investment securities as of June 30, 2006 and December 31, 2005:
June 30, 2006
---------------------------------------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
Cost gains losses value
----------------- ----------------- ------------------- -----------------
(In thousands)
Held To Maturity
Investment Securities
U.S. Government Agencies $ 488 $ -- $ (6) $ 482
------- ------- ------- --------
Totals $ 488 $ -- $ (6) $ 482
======= ======= ======= ========
December 31, 2005
---------------------------------------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
Cost gains losses value
----------------- ----------------- ------------------ -----------------
(In thousands)
Held To Maturity
Investment Securities
U.S. Government Agencies $ 562 $ 11 $ -- $ 573
------- ------- ------- --------
Totals $ 562 $ 11 $ -- $ 573
======= ======= ======= ========
11
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Note 4. - (continued)
June 30, 2006
---------------------------------------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
Cost gains losses value
----------------- ----------------- ------------------- ------------------
(In thousands)
Available-For-Sale
Investment Securities
U.S. Treasury and Notes $ -- $ -- $ -- $ --
U.S. Government Agencies 424,708 4 (12,846) 411,866
Mortgage-backed securities 76,549 2 (3,368) 73,183
Corporate notes 37,494 96 (1,526) 36,064
Municipal Securities 1,973 749 -- 2,722
Marketable equity
securities and other 31,682 254 (63) 31,873
-------- ------- -------- --------
Totals $572,406 $ 1,105 $(17,803) $555,708
======== ======= ======== ========
December 31, 2005
---------------------------------------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
Cost gains losses value
----------------- ----------------- ------------------- ------------------
(In thousands)
Available-For-Sale
Investment securities
U.S. Treasury and Notes $ 14,985 $ -- $ (86) $ 14,899
U.S. Government Agencies 448,196 -- (8,551) 439,645
Mortgage-backed securities 81,681 112 (2,107) 79,686
Corporate Notes 54,590 352 (2,638) 52,304
Municipal securities 1,972 334 -- 2,306
Marketable equity
securities and other 10,351 284 (65) 10,570
-------- ------- -------- --------
Totals $611,775 $ 1,082 $(13,447) $599,410
======== ======= ======== ========
Financial Accounting Standards Board ("FASB") Staff Position No. FAS
115-1 and FAS 124-1, "The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments" (the "FSP"), was issued on November 3, 2005
and addresses the determination of when an investment is considered impaired;
whether the impairment is other than temporary; and how to measure an impairment
loss. The FSP also addresses accounting considerations subsequent to the
recognition of an other-than-temporary impairment on a debt security, and
requires certain disclosures about unrealized losses that have not been
recognized as other-than-temporary impairments. The FSP replaces the impairment
guidance in EITF Issue No. 03-1 with references to existing authoritative
literature concerning other-than-temporary determinations (principally Statement
of Financial Accounting Standards ("SFAS") No. 115 and SEC Staff Accounting
Bulletin 59). Under the FSP, impairment losses must be recognized in earnings
12
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Note 4. - (continued)
equal to the entire difference between the security's cost and its fair value at
the financial statement date, without considering partial recoveries subsequent
to that date. The FSP also requires that an investor recognize an
other-than-temporary impairment loss when a decision to sell a security has been
made and the investor does not expect the fair value of the security to fully
recover prior to the expected time of sale. Application of the guidance in FSP
FAS 115-1 and FAS 124-1 is applicable to reporting periods beginning after
December 15, 2005. The company adopted FSP 115-1 and FAS 124-1 in the first
quarter of fiscal year 2006, the adoption of which did not have an impact on its
operating results and financial condition.
Our available-for-sale portfolio is carried at estimated fair value,
with any unrealized gains or losses, net of taxes, reported as accumulated other
comprehensive income or loss in stockholders' equity. Our held-to-maturity
portfolio, consisting of debt securities for which we have a positive intent and
ability to hold to maturity, is carried at amortized cost. We conduct a periodic
review and evaluation of the securities portfolio to determine if the value of
any security has declined below its cost or amortized cost, and whether such
decline is other-than-temporary.
The company has investments in debt and equity securities that have
unrealized losses, but an other-than-temporary impairment has not been
recognized in its financial statements. Based upon management's review of the
available information including the changes in interest rates during the period,
current market conditions, applicable industry and company information specific
to each investment, the creditworthiness of the issuer, and the Company's
ability to hold the investment to maturity. Such unrealized losses are not
considered to be other-than-temporary.
NOTE 5. Loan Portfolio
The following table sets forth information concerning the Company's
loan portfolio by type of loan at the dates indicated:
June 30, 2006 December 31, 2005
------------------------------------- ------------------------------
% of % of
Amount Total Amount Total
------ ----- ------ -----
(Dollars in thousands)
Commercial and professional loans $ 38,854 12.3% $ 33,370 10.8%
Secured by real estate
1-4 family 139,949 44.1 139,931 45.1
Multi family 4,440 1.4 2,874 0.9
Non-residential (commercial) 132,464 41.8 132,142 42.6
Consumer 1,182 0.4 2,018 0.6
-------- ----- -------- -----
Total loans 316,889 100.0% 310,335 100.0%
===== =====
Deferred loan fees (998) (1,105)
Allowance for loan losses (3,360) (3,266)
-------- --------
Loans, net $312,531 $305,964
======== ========
13
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
NOTE 6. Deposits
The following table summarizes the composition of the average balances
of major deposit categories:
June 30, 2006 December 31, 2005
============= =================
Average Average Average Average
Amount Yield Amount Yield
(Dollars in thousands)
Demand deposits $ 47,767 -- $ 44,739 --
NOW and money market 39,426 0.62% 42,756 0.56%
Savings deposits 172,174 2.61 221,374 1.99
Time deposits 412,285 3.47 338,834 2.82
-------- ---- -------- ----
Total deposits $671,652 2.83% $647,703 2.19%
======== ==== ======== ====
NOTE 7. Comprehensive Income
The following table presents the components of comprehensive income,
based on the provisions of SFAS No. 130.:
For The Six Months Ended
----------------------------------------------------------------------------------------------------
June 30, 2006 June 30, 2005
---------------------------------------------- -----------------------------------------------------
Tax Tax
Before tax (expense) Net of tax Before tax (expense) Net of tax
amount benefit Amount amount benefit amount
------------------------------ --------------- ------------------------------------ ----------------
(In thousands)
Unrealized gains (losses)
on investment securities:
Unrealized holding gains
(losses) arising during
period $ (3,590) $ 1,344 $ (2,246) $ (2,516) $ 1,006 $ (1,510)
Less reclassification
adjustment for gains
realized in net income 743 (297) 446 9 (4) 5
-------- -------- -------- -------- -------- --------
Other comprehensive
income, net $ (4,333) $ 1,641 $ (2,692) $ (2,525) $ 1,010 $ (1,515)
======== ======== ======== ======== ======== ========
14
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
NOTE 8. Accounting For Stock Based Compensation
In December 2004, the Financial Accounting Standards Board (the "FASB")
issued Statement No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123(R)")
which requires the measurement and recognition of compensation expense for all
stock-based compensation payments and supersedes the Company's current
accounting under Accounting Principals Board Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB 25). SFAS 123(R) is effective for all annual
periods beginning after June 15, 2005 or our fiscal year 2006. In March 2005,
the Securities and Exchange Commission (the "SEC") issued Staff Accounting
Bulletin No. 107 ("SAB 107") relating to the adoption of SFAS 123(R).
The Company adopted SFAS 123(R) in the first quarter of fiscal year
2006, the adoption of which did not have an impact on its operating results and
financial condition.
At June 30, 2006, the Company has one stock-based employee compensation
plan. Prior to the adoption of SFAS 123(R), the Company accounted for that plan
under the recognition and measurement principles of APB 25 and related
interpretations. Stock-based employee compensation costs were not reflected in
net income, as all options granted under the plan had an exercise price equal to
the market value of the underlying common stock on the date of the grant. The
Company did not grant stock options during the six-month period ended June 30,
2006 or during the fiscal year ended December 31, 2005. We have no plans to
grant significant stock options, if any, during the last six months of 2006.
Therefore, we do not expect the implementation of FAS 123(R) to affect our
financial position or results of operations in the near future.
NOTE 9. Employee Benefit Plans
The Company has a Retirement Income Plan (the "Plan"), a
noncontributory plan covering substantially all full-time, non-union United
States employees of the Company. The following interim-period information is
being provided in accordance with FASB Statement 132(R).
For The For The
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------------- ---------------------------------------
2006 2005 2006 2005
---------------- ----------------- ------------------ -------------------
Service cost $ 90,357 $ 79,381 $ 172,357 $ 145,381
Interest cost 37,531 35,425 74,531 63,425
Expected return on plan assets (37,710) (38,940) (75,710) (72,940)
Amortization and Deferral:
Transition amount -- -- -- --
Prior service cost 4,457 4,593 9,457 9,186
(Gain)/loss 15,429 11,228 29,429 17,635
Net periodic pension cost 110,063 91,687 210,063 162,687
During the fiscal year ending December 31, 2006, we expect to
contribute approximately $333,000 to the Plan. We contributed $56,000 in April
2006 and $221,000 in July 2006. We did not make any contributions, required or
otherwise, to the Plan in the three and six months ended June 30, 2005.
15
BERKSHIRE BANCORP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Note 10. New Accounting Pronouncements
On July 13, 2006, the FASB issued FASB Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes" ("FIN No. 48"): an interpretation
of FASB No. 109. FIN No. 48 clarifies the accounting for uncertainty involved
in the recognition and measurement of a tax position taken or expected to be
taken in a tax return. FIN No. 48 is effective for fiscal years beginning after
December 15, 2006. The application of FIN No. 48 is not expected to have an
impact on the company's financial condition or results of operations.
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments-an amendment of FASB statements No. 133 and 140."
This statement permits fair value remeasurement of certain hybrid financial
instruments, clarifies the scope of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" regarding interest-only and principal-only
strips, and provides further guidance on certain issues regarding beneficial
interests in securitized financial assets, concentrations of credit risk and
qualifying special purpose entities. SFAS No. 155 is effective as of the
beginning of the fiscal year that begins after September 15, 2006. The
application of SFAS No. 155 is not expected to have an impact on the company's
financial condition or results of operations.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing
of Financial Assets-an amendment of FASB Statement No. 140." This statement
requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset, and that the
servicing assets and servicing liabilities be initially measured at fair value.
The statement also permits an entity to choose a subsequent measurement method
for each class of separately recognized servicing assets and servicing
liabilities. SFAS No. 156 is effective as of the beginning of the fiscal year
that begins after September 15, 2006. The application of SFAS No. 156 is not
expected to have a material impact on the company's financial condition or
results of operations.
16
Internal Control Over Financial Reporting
The current objective of the Bank's Internal Control Program is to
allow management to comply with FDICIA requirements and with Section 302 of the
Sarbanes-Oxley Act of 2002 (the "Act"). Section 302 of the Act requires the CEO
and CFO of the Company to (i) certify that the annual and quarterly reports
filed with the Securities and Exchange Commission are accurate and (ii)
acknowledge that they are responsible for establishing, maintaining and
periodically evaluating the effectiveness of the disclosure controls and
procedures. Section 404 of the Act requires management to report on internal
control over financial reporting. Presently, the SEC requires the Company to
first comply with Section 404 by the year ending December 31, 2007.
The Committee of Sponsoring Organizations (COSO) methodology may be
used to document and test the internal controls pertaining to the accuracy of
Company issued financial statements and related disclosures. COSO requires a
review of the control environment (including anti-fraud and audit committee
effectiveness), risk assessment, control activities, information and
communication, and ongoing monitoring.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion and analysis is intended to provide a better
understanding of the consolidated financial condition and results of operations
of Berkshire Bancorp Inc., a Delaware corporation. References herein to
"Berkshire", the "Company" or "we" and similar pronouns, shall be deemed to
refer to Berkshire Bancorp Inc. and its consolidated subsidiaries unless the
context otherwise requires. References herein to per share amounts refer to
diluted shares. References to Notes herein are references to the "Notes to
Consolidated Financial Statements" of the Company located in Item 1 herein.
The accompanying financial statements of Berkshire Bancorp Inc. and
subsidiaries includes the accounts of the parent company, Berkshire Bancorp
Inc., and its wholly-owned subsidiaries: The Berkshire Bank, Greater American
Finance Group, Inc. and East 39, LLC.
Critical Accounting Policies, Judgments and Estimates
The accounting and reporting policies of the Company conform with
accounting principles generally accepted in the United States of America and
general practices within the banking industry. The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and the
assumptions that affect the amounts reported in the financial statements and the
accompanying notes. Actual results could differ from those estimates.
The Company considers that the determination of the allowance for loan
losses involves a higher degree of judgment and complexity than any of its other
significant accounting policies. The allowance for loan losses is calculated
with the objective of maintaining a reserve level believed by management to be
sufficient to absorb estimated credit losses. Management's determination of the
adequacy of the allowance is based on periodic evaluations of the loan portfolio
and other relevant factors. However, this evaluation is inherently subjective as
it requires material estimates, including, among others, expected default
probabilities, loss given default, the amounts and timing of expected future
cash flows on impaired loans, mortgages, and general amounts for historical loss
experience. The process also considers economic conditions, uncertainties in
estimating losses and inherent risks in the loan portfolio. All of these factors
may be susceptible to significant change. To the extent actual outcomes differ
from management estimates, additional provisions for loan losses may be required
that would adversely impact earnings in future periods.
17
With the adoption of Statement of Financial Accounting Standards
("SFAS") No. 142 ("SFAS No. 142") on January 1, 2002, the Company discontinued
the amortization of goodwill resulting from acquisitions. Goodwill is now
subject to impairment testing at least annually to determine whether write-downs
of the recorded balances are necessary. The Company tests for impairment based
on the goodwill maintained at the Bank. A fair value is determined for each
reporting unit based on at least one of three various market valuation
methodologies. If the fair values of the reporting units exceed their book
values, no write-down of recorded goodwill is necessary. If the fair value of
the reporting unit is less, an expense may be required on the Company's books to
write down the related goodwill to the proper carrying value. As of December 31,
2005, the Company completed its annual testing, which determined that no
impairment write-offs were necessary.
The Company recognizes deferred tax assets and liabilities for the
future tax effects of temporary differences, net operating loss carryforwards
and tax credits. Deferred tax assets are subject to management's judgment based
upon available evidence that future realization is more likely than not. If
management determines that the Company may be unable to realize all or part of
net deferred tax assets in the future, a direct charge to income tax expense may
be required to reduce the recorded value of the net deferred tax asset to the
expected realizable amount.
18
The following table presents the total dollar amount of interest income
from average interest-earning assets and the resultant yields, as well as the
interest expense on average interest-bearing liabilities, expressed in both
dollars and rates.
For The Three Months Ended June 30,
---------------------------------------------------------------------------------------------
2006 2005
--------------------------------------------- ----------------------------------------------
Interest Interest
Average and Average Average and Average
Balance Dividends Yield/Rate Balance Dividends Yield/Rate
------- --------- ---------- ------- --------- ----------
(Dollars in Thousands)
INTEREST-EARNING ASSETS:
Loans (1) $ 312,490 $ 5,585 7.15% $ 288,073 $ 4,847 6.73%
Investment securities 569,760 6,150 4.32 666,991 6,473 3.88
Other (2)(5) 8,237 81 3.93 8,890 58 2.61
-------------- ------------- -------------- --------------- -------------- --------------
Total interest-earning assets 890,487 11,816 5.31 963,954 11,378 4.72
-------------- --------------
Noninterest-earning assets 46,747 45,186
-------------- ---------------
Total Assets 937,234 1,009,140
============== ===============
INTEREST-BEARING LIABILITIES:
Interest bearing deposits 208,559 1,223 2.35% 277,810 1,170 1.68%
Time deposits 411,614 4,122 4.01 306,881 2,054 2.68
Other borrowings 146,017 1,600 4.38 262,814 2,361 3.59
-------------- ------------- -------------- --------------- -------------- --------------
Total interest-bearing
liabilities 766,190 6,945 3.63 847,505 5,585 2.64
------------- -------------- -------------- --------------
Demand deposits 49,097 47,331
Noninterest-bearing liabilities 12,610 9,391
Stockholders' equity (5) 109,337 104,913
-------------- ---------------
Total liabilities and
stockholders' equity 937,234 1,009,140
============== ===============
Net interest income 4,871 5,793
============= ==============
Interest-rate spread (3) 1.68% 2.08%
============== ==============
Net interest margin (4) 2.19% 2.40%
============== ==============
Ratio of average interest-
earning assets to average
interest bearing liabilities 1.16 1.14
============== ===============
----------------------
(1) Includes nonaccrual loans.
(2) Includes interest-bearing deposits, federal funds sold and securities
purchased under agreements to resell.
(3) Interest-rate spread represents the difference between the average
yield on interest-earning assets and the average cost of interest
bearing liabilities.
(4) Net interest margin is net interest income as a percentage of average
interest-earning assets.
(5) Average balances are daily average balances except for the parent
company which have been calculated on a monthly basis.
19
For The Six Months Ended June 30,
---------------------------------------------------------------------------------------------
2006 2005
---------------------------------------------- ----------------------------------------------
Interest Interest
Average and Average Average and Average
Balance Dividends Yield/Rate Balance Dividends Yield/Rate
------- --------- ---------- ------- --------- ----------
(Dollars in Thousands)
INTEREST-EARNING ASSETS:
Loans (1) $ 311,256 $ 11,089 7.13% $ 288,186 $ 9,541 6.62%
Investment securities 582,073 12,405 4.26 669,449 12,652 3.78
Other (2)(5) 8,366 157 3.75 12,764 152 2.38
-------------- -------------- --------------- --------------- -------------- --------------
Total interest-earning assets 901,695 23,651 5.25 970,399 22,345 4.61
--------------- --------------
Noninterest-earning assets 46,551 43,857
-------------- ---------------
Total Assets 948,246 1,014,256
============== ===============
INTEREST-BEARING LIABILITIES:
Interest bearing deposits 211,600 2,367 2.24% 300,686 2,508 1.67%
Time deposits 412,285 7,833 3.80 301,718 3,607 2.39
Other borrowings 155,160 3,352 4.32 251,684 4,284 3.40
-------------- -------------- --------------- --------------- -------------- --------------
Total interest-bearing
liabilities 779,045 13,552 3.48 854,088 10,399 2.44
-------------- --------------- -------------- --------------
Demand deposits 47,767 45,530
Noninterest-bearing liabilities 11,477 6,862
Stockholders' equity (5) 109,957 107,776
-------------- ---------------
Total liabilities and
stockholders' equity 948,246 1,014,256
============== ===============
Net interest income 10,099 11,946
============== ==============
Interest-rate spread (3) 1.77% 2.17%
=============== ==============
Net interest margin (4) 2.24% 2.46%
=============== ==============
Ratio of average interest-
earning assets to average
interest bearing liabilities 1.16 1.14
============== ===============
----------------------
(1) Includes nonaccrual loans.
(2) Includes interest-bearing deposits, federal funds sold and securities
purchased under agreements to resell.
(3) Interest-rate spread represents the difference between the average
yield on interest-earning assets and the average cost of interest
bearing liabilities.
(4) Net interest margin is net interest income as a percentage of average
interest-earning assets.
(5) Average balances are daily average balances except for the parent
company which have been calculated on a monthly basis.
20
Results of Operations
Results of Operations for the Three and Six Months Ended June 30, 2006 Compared
to the Three and Six Months Ended June 30, 2005.
General. Berkshire Bancorp Inc., a bank holding company registered under the
Bank Holding Company Act of 1956, has one wholly-owned banking subsidiary, The
Berkshire Bank, a New York State chartered commercial bank. The Bank is
headquartered in Manhattan and has eleven branch locations, six branches in New
York City, four branches in Orange and Sullivan counties New York, and one
branch in Ridgefield, New Jersey which opened in May 2006.
Net Income. Net income for the three-month period ended June 30, 2006 was
$920,000, or $.13 per share, as compared to $1.35 million, or $.20 per share,
for the three-month period ended June 30, 2005. Net income for the six-month
period ended June 30, 2006 was $2.42 million, or $.35 per share, as compared to
$3.05 million, or $.44 per share, for the six-month period ended June 30, 2005.
The Company's net income is largely dependent on interest rate levels,
the demand for the Company's loan and deposit products and the strategies
employed to manage the interest rate and other risks inherent in the banking
business. From June 2003 through June 30, 2004, interest rates, as measured by
the prime rate, remained constant at 4.00%. On July 1, 2004, inflation fighting
actions taken by the Federal Reserve Board resulted in a 25 basis point increase
in the prime rate to 4.25%, the first such increase in more than four years.
Similar 25 basis point moves taken by the Federal Reserve Board during 2004,
2005 and 2006 have moved the prime rate to its present level of 8.25%. The
difference between the yield on short-term, 3-month U.S. Treasury Notes, and
long-term, 10-year U.S. Treasury Bonds, referred to as the yield curve is at
historic lows.
Net Interest Income. The Company's primary source of revenue is net interest
income, or the difference between interest income on earning assets, such as
loans and investment securities, and interest expense on interest-bearing
liabilities such as deposits and borrowings.
For the quarter ended June 30, 2006, net interest income decreased by
$922,000 to $4.87 million from $5.79 million for the quarter ended June 30,
2005. The quarter over quarter decrease in net interest income was due to the 99
basis point increase in the average rates paid on the average amount of
interest- bearing liabilities to 3.63% in the 2006 quarter from 2.64% in the
2005 quarter. Partially offsetting such rate increase was the 59 basis point
increase in the average yields earned on interest-earning assets to 5.31% in the
2006 quarter from 4.72% in the 2005 quarter. The interest-rate spread, the
difference between the average yield on interest-earning assets and the average
cost of interest- bearing liabilities, narrowed by 40 basis points to 1.68% in
the 2006 quarter from 2.08% in the 2005 quarter.
For the six-month period ended June 30, 2006, net interest income
decreased by $1.85 million to $10.10 million from $11.95 million for the
six-month period ended June 30, 2005. The period over period decrease in net
interest income was due to the 104 basis point increase in the average rates
paid on the average amount of interest-bearing liabilities to 3.48% in the 2006
period from 2.44% in the 2005 period. Partially offsetting such rate increase
was the 64 basis point increase in the average yields earned on interest-earning
assets to 5.25% in the 2006 period from 4.61% in the 2005 period. The
interest-rate spread narrowed by 40 basis points to 1.77% in the 2006 period
from 2.17% in the 2005 period.
If interest rates remain at current levels or increase slowly over
time, we expect to see only moderate pressure on the Company's interest-rate
spread and net interest income. Investment securities in our portfolio that have
been sold, matured or called by the issuer during fiscal 2005 have been replaced
with securities carrying somewhat lower yields and, by design, shorter
maturities to
21
partially hedge against a rising interest rate environment. Rates paid on
deposit accounts are likely to increase in a rising rate environment due to
competition for deposits in the market place. The cost of borrowed funds with
floating rather than fixed interest rates will increase as well.
Net Interest Margin. Net interest margin, or annualized net interest income as a
percentage of average interest-earning assets, declined by 21 basis points to
2.19% in the second quarter of fiscal 2006 from 2.40% in the second quarter of
fiscal 2005, and declined by 21 basis points to 2.24% in the six-month period
ended June 30, 2006 from 2.46% in the six-month period ended June 30, 2005. We
seek to secure and retain customer deposits with competitive products and rates,
and to make strategic use of the prevailing interest rate environment to borrow
funds at what we believe to be attractive rates. We invest such deposits and
borrowed funds in a prudent mix of fixed and adjustable rate loans, investment
securities and short-term interest-earning assets which provided an aggregate
average yield of 5.31% and 5.25% in the three and six months ended June 30,
2006, respectively, compared to 4.72% and 4.61% in the three and six months
ended June 30, 2005, respectively. The increased yield is the result of the
rising interest rate environment discussed above which triggers the upward rate
adjustment in our portfolio of adjustable rate loans and investment securities.
For the three months ended June 30, 2006, the average amount of total
interest-earning assets decreased by approximately $73.47 million to $890.49
million from $963.95 million for the three months ended June 30, 2005. Loans
increased by $24.42 million, investment securities and other interest-earning
assets decreased by $97.23 million and $653,000, respectively.
For the six months ended June 30, 2006, the average amount of total
interest-earning assets decreased by approximately $68.70 million to $901.70
million from $970.40 million for the six months ended June 30, 2005. Loans
increased by $23.07 million, investment securities and other interest-earning
assets decreased by $87.38 million and $4.40 million, respectively.
Interest Income. Total interest income for the quarter ended June 30, 2006
increased by approximately $438,000 to $11.82 million from $11.38 million for
the quarter ended June 30, 2005. Total interest income for the six months ended
June 30, 2006 increased by approximately $1.31 million to $23.65 million from
$22.35 million for the six months ended June 30, 2005. The increase in total
interest income was due to higher average yields on interest-earning assets,
partially offset by lower average balances, in the 2006 periods compared to the
2005 periods.
-----------------------------------------------------
Three Months Ended June 30,
-----------------------------------------------------
2006 2005
---------------------- -----------------------
Interest % of Interest % of
Income Total Income Total
(In thousands, except percentages)
Loans $ 5,585 47.27% $ 4,847 42.60%
Investment Securities 6,150 52.04 6,473 56.89
Other 81 0.69 58 0.51
------- ------ ------- ------
Total Interest Income $11,816 100.00% $11,378 100.00%
22
----------------------------------------------------------
Six Months Ended June 30,
----------------------------------------------------------
2006 2005
-------------------------- -----------------------------
Interest % of Interest % of
Income Total Income Total
(In thousands, except percentages)
Loans $11,089 46.89% $ 9,541 42.70%
Investment Securities 12,405 52.45 12,652 56.62
Other 157 0.66 152 0.68
------- ------ ------- ------
Total Interest Income $23,651 100.00% $22,345 100.00%
Loans, which are inherently risky and therefore command a higher return
than our conservative portfolio of investment securities, have increased
slightly as a percentage of total average interest-earning assets. During the
three and six months ended June 30, 2006, the average amounts of our loan
portfolio represented 35.09% and 34.52%, respectively, of total interest-earning
assets compared to 29.89% and 29.70%, respectively, for the three and six months
ended June 30, 2005. The average amount of investment securities have decreased
to 63.99% and 64.55% of interest-earning assets during the three and six months
of 2006, respectively, compared to 69.19% and 68.98%, respectively, during the
three and six months ended June 30, 2005.
--------------------------------------------------------------
Three Months Ended June 30,
--------------------------------------------------------------
2006 2005
------------------------------ -----------------------------
Average % of Average % of
Amount Total Amount Total
(In thousands, except percentages)
Loans $312,490 35.09% $288,073 29.89%
Investment Securities 569,760 63.99 666,991 69.19
Other 8,237 0.92 8,890 0.92
-------- ------ -------- ------
Total Interest-Earning Assets $890,487 100.00% $963,954 100.00%
--------------------------------------------------------------
Six Months Ended June 30,
--------------------------------------------------------------
2006 2005
------------------------------ -----------------------------
Average % of Average % of
Amount Total Amount Total
(In thousands, except percentages)
Loans $311,256 34.52% $288,186 29.70%
Investment Securities 582,073 64.55 669,449 68.98
Other 8,366 0.93 12,764 1.32
-------- ------ -------- ------
Total Interest-Earning Assets $901,695 100.00% $970,399 100.00%
Interest Expense. Total interest expense for the quarter ended June 30, 2006
increased by $1.36 million to $6.95 million from $5.59 million for the quarter
ended June 30, 2005. The increase in interest expense was due to the increase in
the average rates paid on interest-bearing liabilities, 3.63% and 2.64% in the
2006 and 2005 quarters, respectively, partially offset by the decrease in the
average amounts of such liabilities. In 2004 and 2005, we sold $22.68 million of
floating rate junior subordinated debentures (the "Debentures") and used the net
proceeds to augment the Bank's capital to allow for business expansion. The
interest expense on these Debentures, which is included in other borrowings, was
approximately $428,000 and $343,000 during the three months ended June 30, 2006
and 2005, respectively.
23
----------------------------------------------------------------
Three Months Ended June 30,
----------------------------------------------------------------
2006 2005
-------------------------------- -----------------------------
Interest % of Interest % of
Expense Total Expense Total
(In thousands, except percentages)
Interest-Bearing Deposits $ 1,223 17.61% $ 1,170 22.44%
Time Deposits 4,122 59.35 2,054 40.54
Other Borrowings 1,600 23.04 2,361 37.02
-------- ------ -------- ------
Total Interest Expense $ 6,945 100.00% $ 5,585 100.00%
Total interest expense for the six-month period ended June 30, 2006
increased by $3.15 million to $13.55 million from $10.40 million for the six-
month period ended June 30, 2005. The increase in interest expense was due
primarily to the increase in the average rates paid on interest-bearing
liabilities, 3.48% and 2.44% in the 2006 and 2005 periods, respectively,
partially offset by the decrease in the average amounts of such liabilities. The
interest expense on the Debentures, which is included in other borrowings was,
approximately $852,000 and $549,000 during the 2006 and 2005 six-month periods,
respectively.
----------------------------------------------------------------
Six Months Ended June 30,
----------------------------------------------------------------
2006 2005
-------------------------------- -----------------------------
Interest % of Interest % of
Expense Total Expense Total
(In thousands, except percentages)
Interest-Bearing Deposits $ 2,367 17.47% $ 2,508 24.12%
Time Deposits 7,833 57.80 3,607 34.69
Other Borrowings 3,352 24.73 4,284 41.19
-------- ------ -------- ------
Total Interest Expense $ 13,552 100.00% $ 10,399 100.00%
Non-Interest Income. Non-interest income consists primarily of realized gains on
sales of marketable securities and service fee income. For the three and six
months ended June 30, 2006, non-interest income amounted to $306,000 and $1.40
million, respectively, compared to non-interest income of $285,000 and $554,000
for the three and six months ended June 30, 2005, respectively.
----------------------------------------------------------------------
Three Months Ended June 30,
----------------------------------------------------------------------
2006 2005
---------------------------------- ---------------------------------
Non-Interest % of Non-Interest % of
Income Total Income Total
(In thousands, except percentages)
Service Charges on Deposits $ 146 47.72% $ 145 50.88%
Investment Securities gains 2 0.65 3 1.05
Other 158 51.63 137 48.07
------- ------ ------- ------
Total Non-Interest Income $ 306 100.00% $ 285 100.00%
24
----------------------------------------------------------------------
Six Months Ended June 30,
----------------------------------------------------------------------
2006 2005
---------------------------------- ---------------------------------
Non-Interest % of Non-Interest % of
Income Total Income Total
(In thousands, except percentages)
Service Charges on Deposits $ 286 21.04% $ 278 50.18%
Investment Securities gains 743 54.68 9 1.62
Other 330 24.28 267 48.20
------- ------ ------- ------
Total Non-Interest Income $ 1,359 100.00% $ 554 100.00%
Non-Interest Expense. Non-interest expense includes salaries and employee
benefits, occupancy and equipment expenses, legal and professional fees and
other operating expenses associated with the day-to-day operations of the
Company. Total non-interest expense for the three and six-month periods ended
June 30, 2006 was $3.38 million and $6.79 million, respectively, compared to
$3.38 million and $6.57 million for the three and six month-periods ended June
30, 2005, respectively. The increase in the 2006 period is primarily due to the
expansion of our business. We have added space and staff to maintain and enhance
customer service levels and to insure our compliance with various regulatory
matters.
----------------------------------------------------------------------
Three Months Ended June 30,
----------------------------------------------------------------------
2006 2005
---------------------------------- ---------------------------------
Non-Interest % of Non-Interest % of
Expense Total Expense Total
(In thousands, except percentages)
Salaries and Employee Benefits $ 2,072 61.34% $ 2,021 59.84%
Net Occupancy Expense 491 14.54 477 14.12
Equipment Expense 108 3.20 95 2.81
FDIC Assessment 22 0.65 67 1.98
Data Processing Expense 91 2.69 49 1.45
Other 594 17.58 669 19.80
------- ------ ------- ------
Total Non-Interest Expense $ 3,378 100.00% $ 3,378 100.00%
----------------------------------------------------------------------
Six Months Ended June 30,
----------------------------------------------------------------------
2006 2005
---------------------------------- ---------------------------------
Non-Interest % of Non-Interest % of
Expense Total Expense Total
(In thousands, except percentages)
Salaries and Employee Benefits $ 4,179 61.54% $ 3,976 60.51%
Net Occupancy Expense 966 14.22 858 13.06
Equipment Expense 204 3.00 194 2.94
FDIC Assessment 43 0.63 136 2.07
Data Processing Expense 181 2.67 93 1.42
Other 1,218 17.94 1,314 20.00
------- ------ ------- ------
Total Non-Interest Expense $6,791 100.00% $ 6,571 100.00%
25
Provision for Income Tax. During the three and six-month periods ended June 30,
2006, the Company recorded income tax expense of $834,000 and $2.16 million,
respectively, compared to income tax expense of $1.30 million and $2.79 million,
respectively, for the three and six-month periods ended June 30, 2005. The tax
provisions for federal, state and local taxes recorded for the first six month
of 2006 and 2005 represent effective tax rates of 47.21% and 47.78%,
respectively.
Common Stock Repurchases
On May 15, 2003, The Company's Board of Directors authorized the
purchase of up to an additional 450,000 shares of its Common Stock in the open
market, from time to time, depending upon prevailing market conditions, thereby
increasing the maximum number of shares which may be purchased by the Company
from 1,950,000 shares of Common Stock to 2,400,000 shares of Common Stock. Since
1990 through December 31, 2004, the Company has purchased a total of 1,844,646
shares of its Common Stock. At June 30, 2005, there were 551,091 shares of
Common Stock which may yet be purchased under our stock repurchase plan. We have
not repurchased shares of the Company's Common Stock during the six months ended
June 30, 2006 or in the fiscal year ended December 31, 2005.
Risk Factors.
Our business faces significant risks. These risks include those
described below and may include additional risks and uncertainties not presently
known to us or that we currently deem immaterial. Our business, financial
condition and results of operations could be materially adversely affected by
any of these risks, and the trading price of our common stock could decline.
We operate in the highly competitive banking industry and there can be no
assurance that we will be able to compete successfully.
Our ability to maintain our history of strong financial performance and
return on investment to shareholders may depend in part on our ability to expand
our scope of available financial services as needed to meet the needs and
demands of our customers. Our business model focuses on using superior customer
service to provide traditional banking services to a growing customer base.
However, we operate in an increasingly competitive environment in which our
competitors now include securities dealers, brokers, mortgage bankers,
investment advisors and finance and insurance companies who seek to offer
one-stop financial services to their customers that may include services that we
have not been able or allowed to offer to our customers in the past. This
increasingly competitive environment is primarily a result of changes in
regulation, changes in technology and product delivery systems and the
accelerating pace of consolidation among financial services providers. We cannot
assure you that we will be able to continue to compete successfully in this
environment without expanding the scope of financial services we provide, or
that if we need to expand the scope of services that we provide, that we will be
able to do so successfully.
Our future success depends on our ability to compete effectively in a highly
competitive market and geographic area.
We face substantial competition in all phases of our operations from a
variety of different competitors. We encounter competition from other commercial
banks, savings and loan associations, mutual savings banks, credit unions and
other financial institutions. Our competitors, including credit unions, consumer
finance companies, factors, insurance companies and money market mutual funds,
compete with lending and deposit-gathering services offered by us. There is very
strong competition for financial services in the New York state areas in which
we currently conduct our business. This geographic area includes offices of many
of the largest financial institutions in the world. Many of those competing
26
institutions have much greater financial and marketing resources than we have.
Due to their size, many competitors can achieve larger economies of scale and as
a result may offer a broader range of products and services than we do. If we
are unable to offer competitive products and services, our earnings may be
negatively affected. Some of the financial services organizations with which we
compete are not subject to the same degree of regulation as is imposed on bank
holding companies like ourselves and on federally insured financial institutions
like our banking subsidiary, The Berkshire Bank. As a result, these nonbank
competitors have certain advantages over us in accessing funding and in
providing various services. The banking business in our current primary market
area is very competitive, and the level of competition we face may increase
further, which may limit our asset growth and profitability.
Economic conditions either nationally or locally in areas in which our
operations are concentrated may be less favorable than expected.
Deterioration in local, regional, national or global economic
conditions could result in, among other things, an increase in loan
delinquencies, a decrease in property values, a change in housing turnover rate
or a reduction in the level of bank deposits. Particularly, a weakening of the
real estate or employment market in our primary market areas could result in an
increase in the number of borrowers who default on their loans and a reduction
in the value of the collateral securing their loans, which in turn could have an
adverse effect on our profitability. Substantially all of our real estate loans
are collateralized by properties located in these market areas, and
substantially all of our loans are made to borrowers who live in and conduct
business in these market areas. Any material economic deterioration in these
market areas could have an adverse impact on our profitability.
Changes in interest rates could reduce our income and cash flows.
Our income and cash flow and the value of our assets and liabilities
depend to a great extent on the difference between the interest rates earned on
interest-earning assets such as loans and investment securities, and the
interest rates paid on interest-bearing liabilities such as deposits and
borrowings. These rates are highly sensitive to many factors which are beyond
our control, including general economic conditions and policies of various
governmental and regulatory agencies, in particular, the Board of Governors of
the Federal Reserve System. Changes in monetary policy, including changes in
interest rates, will influence the origination of loans, the returns on our
portfolio of investment securities and the amounts paid on deposits. If the rate
of interest we pay on deposits and other borrowings increases more than the rate
of interest we earn on loans and other investments, our net interest income, and
therefore our earnings, could be adversely affected. Our earnings could also be
adversely affected if the rates on our loans and other investments fall more
quickly than those on our deposits and other borrowings.
We operate in a highly regulated environment; changes in laws and regulations
and accounting principles may adversely affect us.
We are subject to extensive state and federal regulation, supervision,
and legislation which govern almost all aspects of our operations. These laws
may change from time to time and are primarily intended for the protection of
customers, depositors, and the deposit insurance funds. The impact of any
changes to these laws may negatively impact our ability to expand our services
and to increase the value of our business. Regulatory authorities have extensive
discretion in the exercise of their supervisory and enforcement powers. They
may, among other things, impose restrictions on the operation of a banking
institution, the classification of assets by such institution and such
institution's allowance for loan losses. Regulatory and law enforcement
authorities also have wide discretion and extensive enforcement powers under
various consumer protection, civil rights and other laws, including the
27
Gramm-Leach-Blilely Act, the Bank Secrecy Act, the Truth-in-Lending Act, the
Equal Credit Opportunity Act, the Fair Housing Act and the Real Estate
Settlement Procedures Act. These laws also permit private individual and class
action lawsuits and provide for the recovery of attorneys fees in certain
instances. Any changes to these laws or any applicable accounting principles may
negatively impact our results of operations and financial condition. While we
cannot predict what effect any presently contemplated or future changes in the
laws or regulations or their interpretations would have, these changes could be
materially adverse to our investors and stockholders.
We are required to maintain an allowance for loan losses. These reserves are
based on management's judgment and may have to be adjusted in the future. Any
adjustment to the allowance for loan losses, whether due to regulatory changes,
economic conditions or other factors, may affect our financial condition and
earnings.
We maintain an allowance for loan losses. The allowance for loan losses
is maintained at a level believed adequate by management to absorb losses
inherent in the loan portfolio. In conjunction with an internal loan review
function that operates independently of the lending function, management
monitors the loan portfolio to identify risks on a timely basis so that an
appropriate allowance can be maintained. Based on an evaluation of the loan
portfolio, management presents a periodic review of the loan loss reserve to the
board of directors of the Bank, indicating any changes in the reserve since the
last review and any recommendations as to adjustments in the reserve. In making
its evaluation, in addition to the factors discussed below, management considers
the results of recent regulatory examinations, which typically include a review
of the allowance for loan losses as an integral part of the examination process.
In establishing the allowance, management evaluates individual large
classified loans and nonaccrual loans, and determines an aggregate reserve for
those loans based on that review. An allowance for the remainder of the loan
portfolio is also determined based on historical loss experience within the
components of the portfolio. These allocations may be modified if current
conditions indicate that loan losses may differ from historical experience,
based on economic factors and changes in portfolio mix and volume.
In addition, a portion of the allowance is established for losses
inherent in the loan portfolio which have not been identified by the more
quantitative processes described above. This determination inherently involves a
higher degree of subjectivity, and considers risk factors that may not have yet
manifested themselves in historical loss experience. Those factors include
changes in levels and trends of charge-offs, delinquencies, and nonaccrual
loans, trends in volume and terms of loans, changes in underwriting standards
and practices, portfolio mix, tenure of loan officers and management, entrance
into new geographic markets, changes in credit concentrations, and national and
local economic trends and conditions. While the allowance for loan losses is
maintained at a level believed to be adequate by management for estimated losses
in the loan portfolio, determination of the allowance is inherently subjective,
as it requires estimates, all of which may be susceptible to significant change.
Changes in these estimates may impact the provisions charged to expense in
future periods. Federal and state regulatory authorities, as an integral part of
their examination process, review our loans and allowance for loan losses. We
cannot assure you that we will not increase the allowance for loan losses or the
regulators will not require us to increase this allowance. Either of these
occurrences could negatively impact Berkshire Bancorp's results of operations.
It may be difficult for a third party to acquire us and this could depress our
common stock price.
Under our amended and restated certificate of incorporation, we have
authorized 2,000,000 shares of preferred stock, which the board of directors may
issue with terms, rights, preferences and designations as the board of directors
28
may determine and without any vote of the shareholders, unless otherwise
required by law. Issuing the preferred stock, depending upon the rights,
preferences and designations set by the board of directors, may delay, deter, or
prevent a change in control of the Company.
In addition, we have authorized 10,000,000 shares of common stock of
which approximately 7.7 million shares have been issued and approximately 6.9
million shares are outstanding. The price of our common stock may be volatile at
times since our common stock is thinly traded and one individual owns or
controls approximately 50% of our outstanding shares. It may be difficult for a
stockholder to sell a significant number of shares at a time and at a price of
their choosing or for a third party to purchase sufficient shares on the open
market to cause a change in control of the Company, all of which could depress
the price of Berkshire Bancorp's common stock.
In addition, federal and state banking laws may restrict the ability of
the stockholders to approve a merger or business combination or obtain control
of the Company. This may tend to make it more difficult for shareholders to
replace existing management or may prevent shareholders from receiving a premium
for their shares of our common stock.
Our common stock is not insured by any governmental agency and, therefore,
investment in them involves risk.
Our securities are not deposit accounts or other obligation of any
bank, and are not insured by the FDIC, or any other governmental agency, and are
subject to investment risk, including the possible loss of principal.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest Rate Risk. Fluctuations in market interest rates can have a material
effect on the Company's net interest income because the yields earned on loans
and investments may not adjust to market rates of interest with the same
frequency, or with the same speed, as the rates paid by the Bank on its
deposits.
Most of the Bank's deposits are either interest-bearing demand deposits
or short term certificates of deposit and other interest-bearing deposits with
interest rates that fluctuate as market rates change. Management of the Bank
seeks to reduce the risk of interest rate fluctuations by concentrating on loans
and securities investments with either short terms to maturity or with
adjustable rates or other features that cause yields to adjust based upon
interest rate fluctuations. In addition, to cushion itself against the potential
adverse effects of a substantial and sustained increase in market interest
rates, the Bank has purchased off balance sheet interest rate cap contracts
which generally provide that the Bank will be entitled to receive payments from
the other party to the contract if interest rates exceed specified levels. These
contracts are entered into with major financial institutions.
As additional interest rate management strategy, the Bank borrows funds
from the Federal Home Loan Bank, approximately $66.97 million at June 30, 2006,
at fixed rates for a period of one to five years.
The Company seeks to maximize its net interest margin within an
acceptable level of interest rate risk. Interest rate risk can be defined as the
amount of the forecasted net interest income that may be gained or lost due to
favorable or unfavorable movements in interest rates. Interest rate risk, or
sensitivity, arises when the maturity or repricing characteristics of assets
differ significantly from the maturity or repricing characteristics of
liabilities.
29
In the banking industry, a traditional measure of interest rate
sensitivity is known as "gap" analysis, which measures the cumulative
differences between the amounts of assets and liabilities maturing or repricing
at various time intervals. The following table sets forth the Company's interest
rate repricing gaps for selected maturity periods:
Berkshire Bancorp Inc.
Interest Rate Sensitivity Gap at June 30, 2006
(in thousands, except for percentages)
----------------------------------------------------------------------------------------
3 Months 3 Through 1 Through Over
or Less 12 Months 3 Years 3 Years Total
--------------- --------------- --------------- --------------- -------------
Federal funds sold 11,250 -- -- -- 11,250
(Rate) 5.19% 5.19
Interest bearing deposits in banks 4,053 -- -- -- 4,053
(Rate) 3.98% 3.98%
Loans (1)(2)
Adjustable rate loans 62,242 8,144 21,799 27,973 120,158.00
(Rate) 8.77% 6.69% 7.07% 6.67% 7.83%
Fixed rate loans 6,864 11,513 14,846 163,508 196,731
(Rate) 7.53% 6.76% 6.67% 6.45% 6.52%
--------- --------- --------- --------- ----------
Total loans 69,106 19,657 36,645 191,481 316,889
Investments (3)(4) 156,044 82,243 122,644 195,265 556,196
(Rate) 3.78% 3.71% 4.09% 4.85% 4.22%
--------- --------- --------- --------- ----------
Total rate-sensitive assets 240,453 101,900 159,289 386,746 888,388
--------- --------- --------- --------- ----------
Deposit accounts (5)
Savings and NOW 187,294 -- -- -- 187,294
(Rate) 2.74% 2.74%
Money market 17,352 -- -- -- 17,352
(Rate) 0.79% 0.79%
Time Deposits 159,224 239,997 6,012 14 405,247
(Rate) 3.73% 4.38% 2.82% 1.74% 4.10%
--------- --------- --------- --------- ----------
Total deposit accounts 363,870 239,997 6,012 14 609,893
Repurchase Agreements 34,880 22,000 3,000 -- 59,880
(Rate) 4.79% 2.82% 3.52% 4.00%
Other borrowings 280 12,082 30,064 47,225 89,651
(Rate) 4.84% 3.94% 3.38% 6.32% 5.01%
--------- --------- --------- --------- ----------
Total rate-sensitive liabilities 399,030 274,079 39,076 47,239 759,424
--------- --------- -------- --------- ----------
Interest rate caps 20,000 (20,000)
Gap (repricing differences) (178,577) (172,179) 140,213 339,507 128,964
========= ========= ========= ========= ==========
Cumulative Gap (178,577) (350,756) (210,543) 128,964
========= ========= ========= =========
Cumulative Gap to Total Rate
Sensitive Assets (20.10)% (39.48)% (23.70)% 14.52%
========= ========= ========= =========
-----------------------------
(1) Adjustable-rate loans are included in the period in which the interest
rates are next scheduled to adjust rather than in the period in which
the loans mature. Fixed-rate loans are scheduled according to their
maturity dates.
(2) Includes nonaccrual loans.
(3) Investments are scheduled according to their respective repricing
(variable rate loans) and maturity (fixed rate securities) dates.
(4) Investments are stated at book value.
(5) NOW accounts and savings accounts are regarded as readily accessible
withdrawal accounts. The balances in such accounts have been allocated
among maturity/repricing periods based upon The Berkshire Bank's
historical experience. All other time accounts are scheduled according
to their respective maturity dates.
30
Provision for Loan Losses.
The allowance for loan losses is the estimated amount considered
necessary to cover credit losses inherent in the loan portfolio at the balance
sheet date. The allowance is established through the provision for loan losses
that is charged against income. In determining the allowance for loan losses,
management makes significant estimates and therefore has identified the
allowance as a critical accounting policy. The methodology for determining the
allowance for loan losses is considered a critical accounting policy by
management due to the high degree of judgment involved, the subjectivity of the
assumptions utilized, and the potential for changes in the economic environment
that could result in changes to the amount of the recorded allowance for loan
losses.
The allowance for loan losses has been determined in accordance with
accounting principles generally accepted in the United States of America, under
which we are required to maintain an allowance for probable losses at the
balance sheet date. We are responsible for the timely and periodic determination
of the amount of the allowance required. Management believes that the allowance
for loan losses is adequate to cover specifically identifiable losses, as well
as estimated losses inherent in our portfolio for which certain losses are
probable but not specifically identifiable.
Management performs a quarterly evaluation of the adequacy of the
allowance for loan losses. The analysis of the allowance for loan losses has two
components: specific and general allocations. Specific allocations are made for
loans determined to be impaired. Impairment is measured by determining the
present value of expected future cash flows or, for collateral-dependent loans,
the fair value of the collateral adjusted for market conditions and selling
expenses. The general allocation is determined by segregating the remaining
loans by type of loan, risk weighting (if applicable) and payment history.
Management also analyzes historical loss experience, delinquency trends, general
economic conditions, geographic concentrations, and industry and peer
comparisons. This analysis establishes factors that are applied to the loan
groups to determine the amount of the general allocations. This evaluation is
inherently subjective as it requires material estimates that may be susceptible
to significant revisions based upon changes in economic and real estate market
conditions. Actual loan losses may be significantly more than the allowance for
loan losses management has established which could have a material negative
effect on the Company's financial results.
On a quarterly basis, the management committee reviews the current
status of various loan assets in order to evaluate the adequacy of the allowance
for loan losses. In this evaluation process, specific loans are analyzed to
determine their potential risk of loss. This process includes all loans,
concentrating on non-accrual and classified loans. Each non-accrual or
classified loan is evaluated for potential loss exposure. Any shortfall results
in a recommendation of a specific allowance if the likelihood of loss is
evaluated as probable. To determine the adequacy of collateral on a particular
loan, an estimate of the fair market value of the collateral is based on the
most current appraised value available. This appraised value is then reduced to
reflect estimated liquidation expenses.
The Company's primary lending emphasis has been the origination of
commercial and residential mortgages and commercial and consumer loans and lines
of credit. The bank also originates home equity loans and home equity lines of
credit. These activities resulted in a loan concentration in commercial and
residential mortgages. As a substantial amount of our loan portfolio is
collateralized by real estate, appraisals of the underlying value of property
securing loans are critical in determining the amount of the allowance required
for specific loans. Assumptions for appraisal valuations are instrumental in
determining the value of properties. Overly optimistic assumptions or negative
changes to assumptions could significantly impact the valuation of a property
31
securing a loan and the related allowance determined. The assumptions supporting
such appraisals are carefully reviewed by management to determine that the
resulting values reasonably reflect amounts realizable on the related loans.
Based on the composition of our loan portfolio, management believes the primary
risks are increases in interest rates, a decline in the economy, generally, and
a decline in real estate market values in the New York metropolitan area. Any
one or combination of these events may adversely affect our loan portfolio
resulting in increased delinquencies, loan losses and future levels of loan loss
provisions. Management considers it important to maintain the ratio of our
allowance for loan losses to total loans at an adequate level given current
economic conditions, interest rates, and the composition of the portfolio.
The provision for loan losses reflects probable losses resulting from
the actual growth and change in composition of our loan portfolio. Management
believes the allowance for loan losses reflects the inherent credit risk in our
portfolio, the level of our non-performing loans and our charge-off experience.
Although management believes that we have established and maintained
the allowance for loan losses at adequate levels, additions may be necessary if
future economic and other conditions differ substantially from the current
operating environment. Although management uses the best information available,
the level of the allowance for loan losses remains an estimate that is subject
to significant judgment and short-term change. In addition, the Federal Deposit
Insurance Corporation, New State Banking Department, and other regulatory bodies
as an integral part of their examination process, will periodically review our
allowance for loan losses. Such agencies may require us to recognize adjustments
to the allowance based on its judgments about information available to them at
the time of their examination.
For the three and six months ended June 30, 2006, we charged-off loans
of $0 and $1,000, respectively, and recovered loans of $0 and $5,000,
respectively. For the three and six month ended June 30, 2005, we charged-off
loans of $25,000 and $25,000, respectively, and recovered loans of $39,000 and
$89,000, respectively. All recovered amounts in 2006 and 2005 were returned to
the provision for loan loss reserves.
32
The following table sets forth information with respect to activity in
the Company's allowance for loan losses during the periods indicated (in
thousands, except percentages):
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- ------------------------------
2006 2005 2006 2005
---- ---- ---- ----
Average loans outstanding $312,490 $288,073 $311,256 $288,186
======== ======== ======== ========
Allowance at beginning of period 3,315 3,022 3,266 2,927
Charge-offs:
Commercial and other loans -- 25 1 25
Real estate loans -- -- -- --
-------- -------- -------- --------
Total loans charged-off -- 25 1 25
-------- -------- -------- --------
Recoveries:
Commercial and other loans -- 39 5 89
Real estate loans -- -- -- --
-------- -------- -------- --------
Total loans recovered -- 39 5 89
-------- -------- -------- --------
Net recoveries (charge-offs) -- 14 4 64
-------- -------- -------- --------
Provision for loan losses
charged to operating expenses 45 45 90 90
-------- -------- -------- --------
Allowance at end of period 3,360 3,081 3,360 3,081
-------- -------- -------- --------
Ratio of net recoveries (charge-offs)
to average loans outstanding 0.00% 0.00% 0.00% 0.02%
======== ======== ======== ========
Allowance as a percent of total loans 1.06% 1.04% 1.06% 1.04%
======== ======== ======== ========
Total loans at end of period $316,889 $295,216 $316,889 $295,216
======== ======== ======== ========
Loan Portfolio.
Loan Portfolio Composition. The Company's loans consist primarily of mortgage
loans secured by residential and non-residential properties as well as
commercial loans which are either unsecured or secured by personal property
collateral. Most of the Company's commercial loans are either made to
individuals or personally guaranteed by the principals of the business to which
the loan is made. At June 30, 2006, we had total gross loans of $316.89 million,
deferred loans fees of $998,000 and an allowance for loan losses of $3.36
million. From time to time, the Bank may originate residential mortgage loans
and then sell them on the secondary market, normally recognizing fee income in
connection with the sale. During the three and six-month periods ended June 30,
2006, the Bank sold approximately $178,000 and $2.84 million, respectively, of
such loans and recorded in other income, gains of $1,000 and $9,000,
respectively, on such sales.
33
The following tables set forth information concerning the Company's
loan portfolio by type of loan at the dates indicated:
June 30, December 31,
2006 2005
------------ -------------
Amount Amount
------ ------
(in thousands)
Commercial and professional loans $ 38,854 $ 33,370
Secured by real estate
1-4 family 139,949 139,931
Multi family 4,440 2,874
Non-residential (commercial) 132,464 132,142
Consumer 1,182 2,018
-------- --------
Total loans 316,889 310,335
Less:
Deferred loan fees (998) (1,105)
Allowance for loan losses (3,360) (3,266)
-------- --------
Loans, net $312,531 $305,964
======== ========
It is the Bank's policy to discontinue accruing interest on a loan when
it is 90 days past due or if management believes that continued interest
accruals are unjustified. The Bank may continue interest accruals if a loan is
more than 90 days past due if the Bank determines that the nature of the
delinquency and the collateral are such that collection of the principal and
interest on the loan in full is reasonably assured. When the accrual of interest
is discontinued, all accrued but unpaid interest is charged against current
period income. Once the accrual of interest is discontinued, the Bank records
interest as and when received until the loan is restored to accruing status. If
the Bank determines that collection of the loan in full is in reasonable doubt,
then amounts received are recorded as a reduction of principal until the loan is
returned to accruing status. At June 30, 2006 and 2005, we did not have any
loans past due more than 90 days and still accruing interest.
34
Capital Adequacy
Quantitative measures established by regulation to ensure capital
adequacy require the Company and the Bank to maintain minimum amounts and ratios
of total and Tier I capital (as defined in the regulations) to risk-weighted
assets (as defined), and Tier I capital (as defined) to average assets (as
defined). As of June 30, 2006, the most recent notification from the FDIC
categorized the Bank as well capitalized under the regulatory framework for
prompt corrective action. To be categorized as well capitalized, the Bank must
maintain certain Total risk- based, Tier I risk-based, and Tier I leverage
ratios. There are no conditions or events since the notification that management
believes have changed the Bank's category.
The following tables set forth the actual and required regulatory
capital amounts and ratios of the Company and the Bank as of June 30, 2006 and
December 31, 2005 (dollars in thousands):
To be well
capitalized under
For Capital prompt corrective
Actual Adequacy Purposes action provisions
----------------- ------------------- --------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
June 30, 2006
Total Capital (to Risk-Weighted Assets)
Company $126,572 28.4% $35,669 >=8.0% -- N/A
Bank 97,461 23.0% 33,905 >=8.0% 42,381 >=10.0%
Tier I Capital (to Risk-Weighted Assets)
Company 123,212 27.6% 17,834 >=4.0% -- N/A
Bank 94,102 22.2% 16,953 >=4.0% 25,429 >=6.0%
Tier I Capital (to Average Assets)
Company 123,212 13.0% 37,930 >=4.0% -- N/A
Bank 94,102 10.5% 35,788 >=4.0% 44,735 >=5.0%
To be well
capitalized under
For Capital prompt corrective
Actual Adequacy Purposes action provisions
----------------- ------------------ --------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
December 31, 2005
Total Capital (to Risk-Weighted Assets)
Company $124,523 28.6% $34,820 >=8.0% -- N/A
Bank 95,193 23.0% 33,116 >=8.0% 34,416 >=10
Tier I Capital (to Risk-Weighted Assets)
Company 121,257 27.9% 17,410 >=4.0% -- N/A
Bank 91,927 22.2% 16,558 >=4.0% 20,649 >=6.0%
Tier I Capital (to Average Assets)
Company 121,257 12.2% 39,651 >=4.0% -- N/A
Bank 91,927 10.1% 36,495 >=4.0% 46,550 >=5.0%
35
Liquidity
The management of the Company's liquidity focuses on ensuring that
sufficient funds are available to meet loan funding commitments, withdrawals
from deposit accounts, the repayment of borrowed funds, and ensuring that the
Bank and the Company comply with regulatory liquidity requirements. Liquidity
needs of the Bank have historically been met by deposits, investments in federal
funds sold, principal and interest payments on loans, and maturities of
investment securities.
For the Company, liquidity means having cash available to fund
operating expenses, to pay shareholder dividends, when and if declared by the
Company's Board of Directors and to pay the interest on the Debentures issued in
May 2004 and April 2005. The ability of the Company to meet all of its
obligations, including the payment of dividends, is not dependent upon the
receipt of dividends from the Bank. At June 30, 2006, the Company, excluding the
Bank, had cash and cash equivalents of approximately $11.50 million and
investment securities available for sale of $13.33 million.
The Company maintains financial instruments with off-balance sheet risk
in the normal course of business to meet the financing needs of its customers.
These financial instruments, approximately $36.90 million at June 30, 2006,
include commitments to extend credit and stand-by letters of credit.
At June 30, 2006, the Company had outstanding commitments of
approximately $476.20 million; including $405 million of time deposits, $67
million of Federal Home Loan Bank debt and $4 million of operating leases. These
commitments include $412.44 million that mature or renew within one year, $37.46
million that mature or renew after one year and within three years, $25.72
million that mature or renew after three years and within five years and
$585,000 that mature or renew after five years.
Impact of Inflation and Changing Prices
The Company's financial statements measure financial position and
operating results in terms of historical dollars without considering the changes
in the relative purchasing power of money over time due to inflation. The impact
of inflation is reflected in the increasing cost of the Company's operations.
The assets and liabilities of the Company are largely monetary. As a result,
interest rates have a greater impact on the Company's performance than do the
effects of general levels of inflation. In addition, interest rates do not
necessarily move in the direction, or to the same extent as the price of goods
and services. However, in general, high inflation rates are accompanied by
higher interest rates, and vice versa.
36
ITEM 4 - CONTROLS AND PROCEDURES
Evaluation of the Company's Disclosure Controls and Internal Control. As of the
end of the period covered by this Quarterly Report on Form 10-Q, the Company
evaluated the effectiveness of the design and operation of its "disclosure
controls and procedures" as defined in Rule 13a-15(e) of the Securities Exchange
Act of 1934 ("Disclosure Controls"). This evaluation ("Controls Evaluation") was
done under the supervision and with the participation of the Company's
management, including the Chief Executive Officer ("CEO") who is also the Chief
Financial Officer ("CFO").
Limitations on the Effectiveness of Controls. The Company's management,
including the CEO/CFO, does not expect that its Disclosure Controls and/or its
"internal control over financial reporting" as defined in Rule 13(a)-15(f) of
the Securities Exchange Act of 1934 ("Internal Control") will prevent all error
and all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.
Conclusions. Based upon the Controls Evaluation, the CEO/CFO has concluded that
the Disclosure Controls are effective in reaching a reasonable level of
assurance that information required to be disclosed by the Company is recorded,
processed, summarized and reported within the time period specified in the SEC's
rules and forms. In accordance with SEC requirements, the CEO/CFO notes that
during the fiscal quarter ended June 30, 2006, no changes in Internal Control
have occurred that have materially affected or are reasonably likely to
materially affect Internal Control.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The 2006 Annual Meeting of Stockholders was held on May 17, 2006. Each
of the five individuals nominated to serve as directors of the Company was
elected by the following votes:
Director Shares For Shares Withheld
-------- ---------- ---------------
William L. Cohen 6,652,992 44,065
Thomas V. Guarino 6,470,440 226,617
Moses Marx 6,507,637 189,420
Steven Rosenberg 6,508,387 188,670
Randolph B. Stockwell 6,646,984 50,073
37
PART II. OTHER INFORMATION - (continued)
As more fully discussed in the Company's Current Report on Form 8-K
dated May 16, 2006, Mr. Guarino will resign as a director of the Company
effective August 31, 2006.
Item 5. Other Information
Amendment No. 2 to Employment Agreement of David Lukens.
On May 1, 2006, the Bank and David Lukens, the Bank's Executive Vice
President and Chief Financial Officer, entered into Amendment No. 2 to the
Employment Agreement between the Bank and Mr. Lukens dated January 1, 2001,
pursuant to which the term of Mr. Lukens employment with the Bank was extended
until June 30, 2008, subject to automatic renewal for up to three additional
periods of one year each unless one of the parties otherwise notifies the other
between 60 and 90 days prior to the expiration of the then current employment.
Deferred Compensation Plan
On June 19, 2006, the Board of Directors of the Bank adopted a Deferred
Compensation Plan (the "Plan") effective July 1, 2006 pursuant to which key
employees of the Bank may defer payment of between 3% and 50% of the
compensation that may be earned by them from the Bank or its Affiliates, as
defined in the Plan. The Bank may, in its sole discretion, credit additional
amounts to the Deferred Compensation Account, as defined in the Plan, of a
Participant, as defined in the Plan, from time to time. Following a
Participant's termination of employment with the Bank and its Affiliates, the
Participant shall receive a distribution of a single sum payment in cash, equal
to the value of the Participant's vested Deferred Compensation Account plus a
specified Earnings Rate. The Plan provides for earlier distribution in the event
of certain specified unforeseeable emergencies, death, disability, and a Change
in Control, as defined in the Plan, of the Bank and its Affiliates.
Item 6. Exhibits
Exhibit
Number Description
-------- ------------
10.1 Amendment No. 2, dated May 1, 2006, to Employment
Agreement, dated January 1, 2001, by and between
The Berkshire Bank and David Lukens. +
10.2 Deferred Compensation Plan of The Berkshire Bank,
dated June 27, 2006. +
31 Certification of Principal Executive
and Financial Officer pursuant to
Section 302 Of The Sarbanes-Oxley Act
of 2002.
32 Certification of Principal Executive
and Financial Officer pursuant to
Section 906 Of The Sarbanes-Oxley Act
of 2002.
------------------
+ Denotes a management compensation plan or arrangement.
38
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 thereunto duly authorized.
BERKSHIRE BANCORP INC.
(Registrant)
Date: July 31, 2006 By: /s/ Steven Rosenberg
------------------ -----------------------
Steven Rosenberg
President and Chief
Financial Officer
39
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
10.1 Amendment No. 2, dated May 1, 2006, to 41
Employment Agreement, dated January 1,
2001, by and between The Berkshire
Bank and David Lukens.
10.2 Deferred Compensation Plan of The Berkshire 42
Bank, dated June 27, 2006.
31 Certification of Principal Executive 50
and Financial Officer pursuant to
Section 302 Of The Sarbanes-Oxley Act
of 2002.
32 Certification of Principal Executive 51
and Financial Officer pursuant to
Section 906 Of The Sarbanes-Oxley Act
of 2002.
40
STATEMENT OF DIFFERENCES
The greater-than-or-equal-to sign shall be expressed as.................... >=