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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
[ ] 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: 1-15781
BERKSHIRE HILLS BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3510455
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
24 NORTH STREET, PITTSFIELD, MASSACHUSETTS 01201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (413) 443-5601
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
COMMON STOCK, PAR VALUE $0.01 AMERICAN STOCK EXCHANGE
PER SHARE
Securities registered pursuant to Section 12(g) of the Act: None
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [X] No [ ]
The aggregate market value of the voting and non-voting common equity held by
non-affiliates was $205 million, based upon the closing price of $37.10 as
quoted on the American Stock Exchange as of the last business day of the
registrant's most recently completed second fiscal quarter.
The number of shares outstanding of the registrant's common stock as of
March 14, 2005 was 5,813,053.
DOCUMENTS INCORPORATED BY REFERENCE
None
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EXPLANATORY NOTE
In November 2004, the Securities and Exchange Commission issued an
exemptive order providing companies with a market capitalization under $700
million with an extension of up to 45 days for the filing of management's report
on the company's internal controls over financial reporting and the required
attestation on those controls from the independent registered public
accountants. Berkshire Hills Bancorp, Inc. (the "Company") elected to utilize a
portion of this extension period. Therefore, the Company hereby amends its
Annual Report on Form 10-K, filed March 15, 2005 (the "Original Filing"), to
include Management's Report on Internal Control Over Financial Reporting and the
Report of Independent Registered Public Accounting Firm required in Item 9A,
"Controls and Procedures" on Form 10-K.
PART III
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's management, including the Company's principal executive
officer and principal financial officer, have evaluated the effectiveness of the
Company's "disclosure controls and procedures," as such term is defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended,
(the "Exchange Act"). Based upon their evaluation, the principal executive
officer and principal financial officer concluded that, as of the end of the
period covered by this report, the Company's disclosure controls and procedures
were effective for the purpose of ensuring that the information required to be
disclosed in the reports that the Company files or submits under the Exchange
Act with the Securities and Exchange Commission (the "SEC") (1) is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and (2) is accumulated and communicated to the Company's
management, including its principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure.
CHANGES IN INTERAL CONTROL OVER FINANCIAL REPORTING
No change in the Company's internal control over financial reporting
occurred during the quarter ended December 31, 2004 that has materially
affected, or is reasonably likely to affect, the Company's internal control over
financial reporting.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting. The internal
control process has been designed under our supervision to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company's financial statements for external reporting purposes in
accordance with accounting principles generally accepted in the United States of
America.
Management conducted an assessment of the effectiveness of the
Company's internal control over financial reporting as of December 31, 2004,
utilizing the framework established in "INTERNAL CONTROL - INTEGRATED FRAMEWORK"
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management has determined that the Company's internal
control over financial reporting as of December 31, 2004 is effective.
Our internal control over financial reporting includes policies and
procedures that pertain to the maintenance of records that accurately and fairly
reflect, in reasonable detail, transactions and dispositions of assets; and
provide reasonable assurances that: (1) transactions are recorded as necessary
to permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States; (2) receipts and
expenditures are being made only in accordance with authorizations of management
and the directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of the Company's assets that could have a material effect on the Company's
financial statements.
All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
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preparation and presentation. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Management's assessment of the effectiveness of the Company's internal
control over financial reporting as of December 31, 2004 has been audited by
Wolf & Company, P.C., an independent registered public accounting firm, as
stated in their report, which follows. This report expresses an unqualified
opinion on management's assessment and on the effectiveness of the Company's
internal control over financial reporting as of December 31, 2004.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Berkshire Hills Bancorp, Inc.
We have audited management's assessment, included in Management's Annual Report
on Internal Control Over Financial Reporting, that Berkshire Hills Bancorp, Inc.
maintained effective internal control over financial reporting as of December
31, 2004, based on criteria established in INTERNAL CONTROL--INTEGRATED
FRAMEWORK ISSUED BY THE COMMITTEE OF SPONSORING ORGANIZATIONS OF THE TREADWAY
COMMISSION (COSO). Berkshire Hills Bancorp Inc.'s management is responsible for
maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express an opinion on management's assessment and an
opinion on the effectiveness of the company's internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that Berkshire Hills Bancorp, Inc.
maintained effective internal control over financial reporting as of December
31, 2004, is fairly stated, in all material respects, based on criteria
established in INTERNAL CONTROL--INTEGRATED FRAMEWORK ISSUED BY THE COMMITTEE OF
SPONSORING ORGANIZATIONS OF THE TREADWAY COMMISSION (COSO). Also in our opinion,
Berkshire Hills Bancorp, Inc. maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2004, based on
criteria established in INTERNAL CONTROL--INTEGRATED FRAMEWORK ISSUED BY THE
COMMITTEE OF SPONSORING ORGANIZATIONS OF THE TREADWAY COMMISSION (COSO).
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We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial
statements of Berkshire Hills Bancorp, Inc. and our report dated March 9, 2005
expressed an unqualified opinion.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
April 1, 2005
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) [1] FINANCIAL STATEMENTS
o Report of Independent Registered Public Accounting Firm
o Consolidated Balance Sheets as of December 31, 2004 and
2003
o Consolidated Statements of Income for the Years Ended
December 31, 2004, 2003 and 2002
o Consolidated Statements of Changes in Stockholders'
Equity for the Years Ended December 31, 2004, 2003 and
2002
o Consolidated Statements of Cash Flows for the Years
Ended December 31, 2004, 2003 and 2002
o Notes to Consolidated Financial Statements
[2] FINANCIAL STATEMENT SCHEDULES
All financial statement schedules are omitted because the
required information is either included or is not
applicable.
[3] EXHIBITS
2.1 Agreement and Plan of Merger, dated as of December 16, 2004, by and between
Berkshire Hills Bancorp, Inc. and Woronoco Bancorp, Inc. (1)
3.1 Certificate of Incorporation of Berkshire Hills Bancorp, Inc. (2)
3.2 Bylaws of Berkshire Hills Bancorp, Inc. (3)
4.0 Draft Stock Certificate of Berkshire Hills Bancorp, Inc. (2)
10.1 Employment Agreement between Berkshire Bank and Michael P. Daly (4)
10.2 Employment Agreement between Berkshire Hills Bancorp, Inc. and Michael P. Daly (4)
10.3 Change in Control Agreement between Berkshire Bank and Gayle P. Fawcett (3)
10.4 Change in Control Agreement between Berkshire Hills Bancorp, Inc. and Gayle P. Fawcett (3)
10.5 Change in Control Agreement between Berkshire Bank and Wayne F. Patenaude (3)
10.6 Change in Control Agreement between Berkshire Hills Bancorp, Inc. and Wayne F. Patenaude (3)
10.7 Supplemental Executive Retirement Agreement between Berkshire Bank and Michael P. Daly (3)
10.8 Berkshire Hills Bancorp, Inc. 2003 Equity Compensation Plan (5)
10.9 Letter Agreement, dated June 26, 2003, by and among Berkshire Hills Bancorp, Inc.,
Berkshire Bank and Robert A. Wells (4)
10.10 Form of Berkshire Bank Employee Severance Compensation Plan (2)
10.11 Form of Berkshire Bank Supplemental Executive Retirement Plan (2)
10.12 Berkshire Hills Bancorp, Inc. 2001 Stock-Based Incentive Plan (6)
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10.13 Retirement Agreement, dated December 4, 2003, by and among Berkshire Hills Bancorp, Inc.,
Berkshire Bank and Robert A. Wells (3)
11.0 Statement re: Computation of Per Share Earnings is incorporated herein by reference to
Part II, Item 8, "Financial Statements and Supplementary Data" of the Form 10-K filed on March 15, 2005
21.0 Subsidiary Information is incorporated herein by reference to Part I, Item 1, "Business - Subsidiary
Activities" of the Form 10-K filed on March 15, 2005
23.0 Consent of Wolf & Company, P.C.
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer
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(1) Incorporated herein by reference from the Exhibits to the Form 8-K, as filed on December 17, 2004.
(2) Incorporated herein by reference from the Exhibits to the Form S-1, Registration Statement and
amendments thereto, initially filed on March 10, 2000, Registration No. 333-32146.
(3) Incorporated herein by reference from the Exhibits to the Form 10-K as filed on March 11, 2004.
(4) Incorporated herein by reference from the Exhibits to the Form 10-Q as filed on August 13, 2003.
(5) Incorporated herein by reference from the Appendix to the Proxy Statement as filed on March 27, 2003.
(6) Incorporated herein by reference from the Appendix to the Proxy Statement as filed on December 7, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 HILLS BANCORP, INC.
Date: April 19, 2005 By: /s/ Michael P. Daly
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Michael P. Daly
President and Chief Executive Officer