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BERK > SEC Filings for BERK > Form 10-Q on 14-Aug-2013All Recent SEC Filings

Show all filings for BERKSHIRE BANCORP INC /DE/

Form 10-Q for BERKSHIRE BANCORP INC /DE/


14-Aug-2013

Quarterly Report


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Executive Summary

We are a Delaware corporation organized in March 1979, and a bank holding company registered under the Bank Holding Company Act of 1956. We acquired The Berkshire Bank (the "Bank"), our indirect wholly-owned subsidiary in March 1999. The Bank was organized in 1987 as a New York State chartered commercial bank. Our principal activity is the ownership and management of the Bank. Our activities are primarily funded by cash on hand, rental income, income from our portfolio of investment securities, and dividends, if any, received from the Bank. Our common stock is traded on the NASDAQ Stock Market under the symbol "BERK."

The Bank's principal business consists of gathering deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in residential and commercial loans, debt obligations issued by the U.S. Government and its agencies, debt obligations of business corporations, and mortgage-backed securities. The Bank operates from seven deposit-taking offices in New York City, four deposit-taking offices in Orange and Sullivan Counties, New York, and one deposit-taking office in Teaneck, New Jersey. The Bank's revenues are derived principally from interest on loans, and interest and dividends on investments in the securities portfolio. The Bank's primary regulator at the state level is the New York State Department of Financial Services (the "DFS"), while at the federal level its primary regulator is the Federal Deposit Insurance Corporation (the "FDIC"). Deposits are insured to the maximum allowable amount by the FDIC. The Bank is a member of the Federal Home Loan Bank system. The Company, as a bank holding company, is regulated by the Federal Reserve Bank of New York.

The May 14, 2009 Memorandum of Understanding entered into between the Board of Directors of The Berkshire Bank, the Federal Deposit Insurance Corporation (FDIC) and the New York State Banking Department (NYSBD) was replaced on January 31, 2013 with a revised Memorandum of Understanding (MOU) between the Board of Directors of The Berkshire Bank, the Federal Deposit Insurance Corporation and the New York State Department of Financial Services (NYSDFS).

The MOU requires that a committee of the board of directors ("Compliance Committee") of at least three directors be established to ensure compliance with the MOU. The Compliance Committee meets monthly and presents a monthly written status report to the Board of the Bank on actions to ensure compliance with the MOU. In addition, a quarterly progress report is submitted to the FDIC and NYSDFS 30 days after each quarter end covering each provision of the MOU. We believe that the Bank is in full compliance with all of the provisions of the January 31, 2013 MOU.

Our results of operations depend primarily on net interest income, which is the difference between the income earned on our interest-earning assets and the cost of our interest-bearing liabilities. Net interest income is the result of our interest rate margin, which is the difference between the average yield earned on interest-earning assets and the average cost of interest-bearing liabilities, adjusted for the difference in the average balance of interest-earning assets as compared to the average balance of interest-bearing liabilities. We also generate non-interest income from loan fees, service charges on deposit accounts, mortgage servicing fees and other fees, dividends on Federal Home Loan Bank of New York ("FHLB-NY") stock, and net gains and losses on sales of securities and loans. Our operating expenses consist principally of employee compensation and benefits, occupancy and equipment costs, other general and administrative expenses, and income tax expense. Our results of operations also can be significantly affected by our periodic provision for loan losses and specific provision for losses on loans.

Our investment policy, approved by the Board of Directors, is designed primarily to manage the interest rate sensitivity of our overall assets and liabilities, to generate a favorable return without incurring undue interest rate and credit risk, to complement our lending activities, and to provide and maintain liquidity. In establishing our investment strategies, we consider our business and growth strategies, the economic environment, our interest rate risk exposure, our interest rate sensitivity "gap" position, the types of securities to be held, and other factors. We primarily classify our investment securities as available for sale.

During the first and second quarter of 2013, upon reviewing its historical experience of defaults in its portfolio and the current loan and housing environment, the Bank reduced its loan loss provision by $303 thousand and $298 thousand, respectively. No net provisions were made in the first or second quarters of 2013.

Net income, before the provision for income taxes, for the three and six months ended June 30, 2013 was $1.4 million and $3.0 million, respectively, compared to net income, before the benefit for income taxes, for the three and six months ended June 30, 2012 of $1.5 million and $3.4 million, respectively.

Net income allocated to common stockholders, after the provision for income taxes, was $0.7 million and $1.7 million for the three and six months ended June 30, 2013, respectively, compared to $3.3 million and $5.5 million for the three and six months ended June 30, 2012, respectively.

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. and subsidiaries. All references to earnings per share, unless stated otherwise, refer to earnings per diluted share. References to Notes herein are references to the "Notes to Consolidated Financial Statements" of the Company located in Item 1 herein.

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 ("GAAP") and general practices within the financial services industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and 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. See "Provision for Loan Losses" below in this Item 2 for further discussion of the allowance for loan losses.

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.

The Company conducts a periodic review and evaluation of its securities portfolio, taking into account the severity and duration of each unrealized loss, as well as management's intent and ability to hold the security until the unrealized loss is substantially eliminated, in order to determine if a decline in market value of any security below its carrying value is either temporary or other than temporary. Unrealized losses on held-to-maturity securities that are deemed temporary are disclosed but not recognized. Unrealized losses on debt or equity securities available-for-sale that are deemed temporary are excluded from net income and reported net of deferred taxes as other comprehensive income or loss. All unrealized losses that are deemed other than temporary on either available-for-sale or held-to-maturity securities are recognized immediately as a reduction of the carrying amount of the security, with a charge recorded in the Company's consolidated statements of operations.

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,
                                                            2013                                           2012
                                                        Interest                                        Interest
                                          Average          and            Average         Average          and           Average
                                          Balance       Dividends       Yield/Rate        Balance       Dividends      Yield/Rate
                                                                         (Dollars in Thousands)
INTEREST-EARNING ASSETS:
Loans (1)                                $ 297,735     $     4,249              5.71 %   $ 322,629     $     4,882            6.05 %
Investment securities                      358,997           2,093              2.33       419,466           2,300            2.19
Other (2)(5)                               131,854              98              0.30       108,948             125            0.46
Total interest-earning assets              788,586           6,440              3.27       851,043           7,307            3.43
Non-interest-earning assets                 22,024                                          26,366
Total Assets                             $ 810,610                                       $ 877,409

INTEREST-BEARING LIABILITIES:
Interest bearing deposits                  207,888             134              0.26       232,445              97            0.17
Time deposits                              328,288             815              0.99       365,344           1,077            1.18
Other borrowings                            45,207             386              3.41        76,973             591            3.07
Total interest-bearing  liabilities        581,383           1,335              0.92       674,762           1,765            1.05

Demand deposits                             84,604                                          72,897
Non-interest-bearing liabilities             6,478                                           4,727
Stockholders' equity (5)                   138,145                                         125,023

Total liabilities and stockholders'
equity                                   $ 810,610                                       $ 877,409

Net interest income                                    $     5,105                                     $     5,542

Interest-rate spread (3)                                                        2.35 %                                        2.38 %

Net interest margin (4)                                                         2.59 %                                        2.60 %

Ratio of average interest-earning
assets to average interest bearing
liabilities                                   1.36                                            1.26

(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.

                                                                  For The Six Months Ended June 30,
                                                         2013                                           2012
                                                     Interest                                        Interest
                                       Average          and            Average         Average          and           Average
                                       Balance       Dividends       Yield/Rate        Balance       Dividends      Yield/Rate
                                                                      (Dollars in Thousands)
INTEREST-EARNING ASSETS:
Loans (1)                             $ 295,370     $     8,476              5.74 %   $ 320,569     $     9,787            6.11 %
Investment securities                   356,478           4,278              2.40       415,576           4,737            2.28
Other (2)(5)                            131,503             203              0.31       103,644             184            0.36
Total interest-earning assets           783,351          12,957              3.31       839,789          14,708            3.50
Non-interest-earning assets              23,724                                          28,391
Total Assets                          $ 807,075                                       $ 868,180

INTEREST-BEARING LIABILITIES:
Interest bearing deposits               207,103             256              0.25       224,576             207            0.18
Time deposits                           330,782           1,651              1.00       366,002           2,193            1.20
Other borrowings                         45,545             774              3.40        77,557           1,232            3.18
Total interest-bearing liabilities      583,430           2,681              0.92       668,135           3,632            1.09

Demand deposits                          81,025                                          72,182
Non-interest-bearing liabilities          5.971                                           4,923
Stockholders' equity (5)                136,649                                         122,940

Total liabilities and stockholders'
equity                                $ 807,075                                       $ 868,180

Net interest income                                 $    10,276                                     $    11,076

Interest-rate spread (3)                                                     2.39 %                                        2.41 %

Net interest margin (4)                                                      2.62 %                                        2.64 %

Ratio of average interest-earning
assets to average interest bearing
liabilities                                1.34                                            1.26

(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.

Results of Operations

Results of Operations for the Three and Six Months Ended June 30, 2013 Compared to the Three and Six Months Ended June 30, 2012.

Net Income Allocated to Common Stockholders. Net income allocated to common stockholders for the three and six months ended June 30, 2013 was $0.9 million and $1.8 million, respectively, or $0.06 per common share and $0.13 per common share, respectively, compared to net income allocated to common stockholders of $3.3 million and $5.5 million, respectively, or $0.23 per common share and $0.38 per common share, for the three and six months ended June 30, 2012, respectively.

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.

Net Interest Income. The Company's primary source of revenue is net interest income, or the difference between interest income earned on interest-earning assets, such as loans and investment securities, and interest expense on interest-bearing liabilities such as deposits and borrowings. The amount of interest income is dependent upon many factors including: (i) the amount of interest-earning assets that the Company can maintain based upon its funding sources; (ii) the relative amounts of interest-earning assets versus interest-bearing liabilities; and (iii) the difference between the yields earned on those assets and the rates paid on those liabilities. Non-performing loans adversely affect net interest income because they must still be funded by interest-bearing liabilities, but they do not provide interest income. Furthermore, when we designate an asset as non-performing, all interest which has been accrued but not actually received is deducted from current period income, further reducing net interest income.

For the three and six-month periods ended June 30, 2013, net interest income was $5.1 million and $10.3 million, respectively, compared to net income of $5.5 million and $11.1 million, respectively, for the three and six-month periods ended June 30, 2012. The decrease in net interest income during the 2013 period compared to the 2012 period was primarily due to the decrease in the average yields earned on the average amount of interest-earning assets, partially offset by the decrease in the average amount of interest-bearing liabilities and the decrease in the average rates paid on interest-bearing liabilities.

The average yields earned on interest-earning assets declined to 3.27% and 3.31% during the three and six-month periods ended June 30, 2013, respectively, from 3.43% and 3.50% during the three and six-month periods ended June 30, 2012, respectively. The average rates paid on interest-bearing liabilities declined to 0.92% and 0.92% during the three and six-month periods ended June 30, 2013, respectively, from 1.05% and 1.09% during the three and six-month periods ended June 30, 2012, respectively. The Company's interest-rate spread, the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities, declined to 2.35% and 2.39% during the three and six-month periods ended June 30, 2013, respectively, from 2.38% and 2.41% during the three and six-month periods ended June 30, 2012, respectively.

Net Interest Margin.Net interest margin, or annualized net interest income as a percentage of average interest-earning assets, was 2.59% and 2.62% for the three and six-month periods ended June 30, 2013, respectively, compared to 2.60% and 2.64% for the three and six-month periods ended June 30, 2012, respectively. We seek to secure and retain customer deposits with competitive products and rates, while making 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. The decrease in net interest margin is primarily due to the decrease in the average amounts of higher yielding loans as a percentage of the total mix of interest-earning assets.

Interest Income.Total interest income for the quarter ended June 30, 2013 decreased by $0.9 million to $6.4 million from $7.3 million for the quarter ended June 30, 2012. The decrease in total interest income was primarily due to the decrease in the average yield earned on the average amount of interest-earning assets to 3.27% during the 2013 quarter from 3.43% during the 2012 quarter, and the decrease in the average amount of higher yielding loans to $297.7 million during the 2013 quarter from $322.6 million during the 2012 quarter.

Total interest income for the six months ended June 30, 2013 decreased by $1.7 million to $13.0 million from $14.7 million for the six months ended June 30, 2012. The decrease in total interest income was primarily due to the decrease in the average yield earned on the average amount of interest-earning assets to 3.31% during the 2013 six-month period from 3.50% during the 2012 six-month period, and the decrease in the average amount of higher yielding loans to $295.4 million during the 2013 period from $320.6 million during the 2012 period.

The following tables present the composition of interest income for the indicated periods:

                                    Three Months Ended June 30,
                                 2013                        2012
                         Interest        % of        Interest        % of
                          Income        Total         Income        Total
                                (In thousands, except percentages)
Loans                   $    4,249        65.98 %   $    4,882        66.81 %
Investment Securities        2,093        32.50          2,300        31.48
Other                           98         1.52            125         1.71
Total Interest Income   $    6,440       100.00 %   $    7,307       100.00 %




                                    Six Months Ended June 30,
                                 2013                       2012
                        Interest        % of       Interest        % of
                         Income        Total        Income        Total
                               (In thousands, except percentages)
Loans                   $   8,476        65.42 %   $   9,787        66.54 %
Investment Securities       4,278        33.02         4,737        32.21
Other                         203         1.56           184         1.25
Total Interest Income   $  12,957       100.00 %   $  14,708       100.00 %

Loans, which are inherently risky and therefore command a higher return than our portfolio of investment securities and other interest-earning assets, decreased to 37.8% and 37.7% of our total average interest-earning assets during the three and six-month periods ended June 30, 2013, respectively, from 37.9% and 38.2% of total interest-earning assets during the three and six-month periods ended June 30, 2012, respectively. The average amounts of investment securities was 45.5% and 45.5% of total average interest-earning assets during the three and six-month periods ended June 30, 2013, respectively, compared to 49.3% and 49.5% of total interest-earning assets during the three and six-month periods ended June 30, 2012, respectively. While we actively seek to originate new loans with qualified borrowers who meet the Bank's underwriting standards, our strategy has been to maintain those standards, sacrificing some current income to avoid possible large future losses in the loan portfolio.

At June 30, 2013 and 2012, total non-performing loan assets were $882,000 and $520,000, respectively, all of which were non-accrual loans. Depending upon the contractual interest rate of a loan, significant additions to non-performing loans, were such additions to occur, could have a material adverse effect on our results of operations. The effect of the decrease in non-accrual loans in 2013 from 2012 was negligible.

Federal Home Loan Bank Stock. The Bank owns stock of the Federal Home Loan Bank New York ("FHLB-NY") which is necessary for it to be a member of the FHLB-NY. Membership requires the purchase of stock equal to 1% of the Bank's residential mortgage loans or 5% of the outstanding borrowings, whichever is greater. The stock is redeemable at par. Therefore, its cost is equivalent to its redemption value. The Bank's ability to redeem FHLB-NY shares is dependent upon the redemption practices of the FHLB-NY. At June 30, 2013, the FHLB-NY neither placed restrictions on redemption of shares in excess of a member's required investment in stock, nor stated that it will cease paying dividends. The Bank did not consider this asset impaired at either June 30, 2013 or December 31, 2012.

Interest Expense. Total interest expense for the quarter ended June 30, 2013 decreased by $0.4 million to $1.3 million from $1.8 million for the quarter ended June 30, 2012. The decrease in interest expense was due to the decrease in the average amounts of interest-bearing liabilities to $581.4 million for the quarter ended June 30, 2013 from $674.8 million during the quarter ended June 30, 2012, and the decrease in the average rates paid on interest-bearing liabilities to 0.92% during the 2013 quarter from 1.05% during the 2012 quarter.

Total interest expense for the six-month period ended June 30, 2013 decreased by $0.9 million to $2.7 million from $3.6 million for the six-month period ended June 30, 2012. The decrease in interest expense was due to the decrease in the average amounts of interest-bearing liabilities to $583.4 million during the six-month period ended June 30, 2013 from $668.1 million during the six-month period ended June 30, 2012, respectively, and the decrease in the average rates paid on interest-bearing liabilities to 0.92% during the 2013 six-month period from 1.09% during the 2012 six-month period.

The following tables present the components of interest expense as of the dates indicated:

                                        Three Months Ended June 30,
                                     2013                        2012
                             Interest        % of        Interest        % of
                             Expense        Total        Expense        Total
                                    (In thousands, except percentages)
Interest-Bearing Deposits   $      134        10.04 %   $       97         5.50 %
Time Deposits                      815        61.05          1,077        61.02
Other Borrowings                   386        28.91            591        33.48
Total Interest Expense      $    1,335       100.00 %   $    1,765       100.00 %




                                         Six Months Ended June 30,
                                     2013                        2012
                             Interest        % of        Interest        % of
                             Expense        Total        Expense        Total
                                    (In thousands, except percentages)
Interest-Bearing Deposits   $      256         9.55 %   $      207         5.70 %
Time Deposits                    1,651        61.62          2,193        60.38
Other Borrowings                   774        28.83          1,232        33.92
Total Interest Expense      $    2,681       100.00 %   $    3,632       100.00 %

Non-Interest Income. Non-interest income consists primarily of realized gains on sales of marketable securities and service fee income. Total non-interest income for the three and six months ended June 30, 2013 was $459,000 and $1.0 million respectively, compared to $121,000 and $644,000 for the three and six months ended June 30, 2012, respectively. The increase in non-interest income was primarily due to a tax refund.

Non-Interest Expense. Non-interest expense includes salaries and employee benefits, occupancy and equipment expenses, legal and professional fees, and . . .

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