Berkshire Hills Bancorp, Inc.

Good morning. Welcome to America’s most exciting bank and thank you all for joining this discussion of first quarter results.

Our news release is available in the investor relations section of our website, berkshirebank.com, and will be furnished to the SEC.

Our discussion will include forward-looking statements and actual results could differ materially from those statements. For a discussion of related factors, please see our earnings release and our most recent SEC reports on Forms 10-K and 10-Q.

Now I will turn the call over to Mike Daly, President and CEO.

Thank you, Dave. Good morning, everyone.

Welcome to our first quarter conference call. Special welcome to our new shareholders from the Connecticut Bank and Trust Company and of course all others who have invested in us in recent months.

With me this morning are Kevin Riley, our Chief Financial Officer, and other members of our management team.

So we had a good start to the year producing $0.45 in core EPS which was in line with our target and with Street consensus. This is a 50% increase from the first quarter of 2011 and a 9% annualized increase over prior quarter results.

And we achieved this result with 10% annualized revenue growth over the prior quarter and we had strong balance sheet and we had growth in fee income. And this revenue growth allowed us to continue to drive a positive operating leverage and our core return on assets improved to 94 basis points.

As we noted in our guidance at the start of the year, we had some non-core items related to our merger and branch divestitures, and of course Kevin will provide some more detail on those and also on our GAAP earnings in just a few minutes.

As you know we focus primarily on organic growth to achieve EPS targets and we met those objectives in the first quarter with 11% annualized growth for both loans and deposits. We continue to have strong results with our commercial business lending.

This was up at an 18% annualized rate during the quarter. Now this is an ongoing focus for us and results during the quarter included the contribution of our new Westborough commercial lending office which frankly has gotten off to a very strong start.

We continue to build a pipeline of new commercial business and expect commercial loan balances to constitute a higher percentage of total loan growth through the balance of the year. Our commercial balances are also expected to benefit from our enhanced small business lending program which has extended our reach to this market segment in now all of our regions.

We had a pickup in our residential mortgage balances as we noted in our prior guidance.

During the quarter we entered into an agreement to acquire the assets and operations of Greenpark Mortgage. This is a well regarded mortgage headquartered in Needham, Mass, with several offices in Eastern and Central Massachusetts.

So we view this initiative as similar to the team recruitments we have accomplished in other business lines. Basically a bringing on a best of breed team that significantly expands the footprint and scale of our consumer lending operations.

Turning to deposits. Our 11% growth was spread across all major account types.

Deposit growth continues to be strongest in our New York region and it includes the contribution of both our retail and commercial teams. We opened a new branch in Colonie in the first quarter and we are opening a new branch in North Greenbush, New York this quarter.

We continue to pursue strong broad-based private growth across the franchise while also managing down our funding cost in the ongoing low rate environment.

By keeping this strong focus on our loan and our deposit pricing disciplines, we did produce an increase in our net interest margin to 3.62% during the quarter. We also continue to maintain an asset-sensitive interest rate risk profile so that our interest income will benefit when rates do finally rise.

In addition to the 11% loan and deposit growth, we reported a 12% increase in fee income compared to the prior quarter with increases in most lines except for, I think, the seasonal reduction in our deposit fees.

As we have previously noted, much of this seasonality has been eliminated from insurance income beginning in 2012, and insurance revenues included the benefit of higher volumes and firmer prices. Our wealth management fees were up 15% over the prior quarter.

And total wealth and investment assets under management increased by 7% to now over $1 billion during the quarter. Our growth in these areas was a little ahead of our plan in the first quarter and with the expansion of our footprint and our other business lines, I think the prospects are good for continued strong growth in our fee businesses as we move forward through the year.

Our net interest income has declined to about 24% of our revenue from about 30% level due to the Rome and Legacy acquisitions. I would say however, with our current momentum and the addition of the Greenpark operations, we do expect to be moving back toward a higher contribution from fee businesses.

And of course that will provide the benefit of increased diversification and the durability of our total revenue stream.

And as you can see from our earnings release, our asset performance continues to be favorable with our annualized loan charge-off rate dipping further to 24 basis points in the first quarter. Now we don’t see any systemic change occurring in the current environment.

In fact the Massachusetts unemployment rate declined to 6.5% in March compared to the 8.2% national average. Both our Massachusetts and New York actually were 2 of 5 states with significant employment gains from February to March.

So while the national economic recovery remains uneven, the economic conditions in our markets support our expectation that our credit conditions will remain firm.

Now we expect that these market conditions will support our continued progress in taking market share from national competitors on reasonable terms based on our focus and our responsiveness in our local markets.

Moving beyond our first quarter results. Our major news last Friday was the completion of our acquisition of the Connecticut Bank and Trust Company.

Now that makes us a 3-for-3 for bank acquisitions completed on time and on plan in the last year. And I would note that 2 of these transactions involved complicating factors.

The Legacy merger involved multiple branch divestitures and the CBT merger involved dealing with the U.S. Treasury and 5 regulatory agencies.

So I continue to believe that strong execution and the capacity to get things done is an attractive attribute to developing partnerships and creating a shareholder value in the process.

Now I will comment further about our acquisitions shortly, but at this time I would like to turn the call over to Kevin. He will provide some further color on our financials.

He will discuss our guidance for the second quarter and I think he will also include the impact of the CBT and Greenpark initiatives. Kevin?

Thanks, Mike, and good morning everyone. As Mike has mentioned, we had a solid quarter.

Core earnings per share continued to grow, posting $0.45 for the quarter, up 50% over the prior year and up 9% over the fourth quarter results and annualize rate. Our $0.45 core earnings per share was in line with our previous guidance and continues to be based on positive operating leverage which is our primary objective.

GAAP earnings per share for the quarter were $0.28 which included some additional merger and non-core expenses, and a net loss from discontinued operations. I will discuss this in more detail later in my remarks.

As Mike has also mentioned, we has a strong balance sheet growth. Both loans and deposits for the first quarter grew at an annualized rate of 11%.

Our outlook for growth for the full year continues to be high single digits for loans and mid-single digits for deposits. C&I and mortgage loan growth for the quarter more than offset the planned run-off we had for commercial real estate loans.

We expect loan growth to be fairly balanced for the full year across all lines with continued emphasis on C&I originations.

Now let's get into the earnings detail. In the first quarter our net interest margin came in at 3.62%, a slight increase over the previous quarter.

As I have mentioned before, prepayment activity on purchased loans can cause the margin to fluctuate slightly. After this activity, the margin for the quarter would have been slightly higher.

For the second quarter we expect the margin to remain in the range of 3.60% to 3.65%. And that the acquisition of CBT will have little to no impact.

As I have said previously, we do expect the margin to come under some pressure later in the year, if we continue to stay in this low rate environment. And this could cause the margin to decline to the mid-3.50s by year-end.

Net interest income for the first quarter as compared to the prior quarter was flat. This was result of fewer days in the quarter, offset by some balance sheet growth.

Average earning asset growth for the quarter was less than we expected due to most growth coming in at the end of the quarter. This growth and strong commercial loan pipeline, we expect net interest income to come in stronger in the second quarter and to be in the range of $30.5 million to $34 million.

This range would include the impact of CBT.

Moving to non-interest income, we reported 11% increase in the first quarter over the results of the prior quarter. This result was better than expected and most business areas contributed to this increase.

The small remaining amount of seasonal insurance revenue recorded in the first quarter was offset by normal seasonal decline in deposit fees. For the second quarter, we expect non-interest income to be around $12 million to $12.5 million.

And this would include the impact of CBT and Greenpark. This projected result would represent more than a 20% increase over what was reported in the first quarter.

Our organic growth and strategic initiatives continue to add strength here along with acquisitions. As Mike mentioned, our credit performance was and is solid.

Resulting in better than expected first quarter loan loss provisions. We see the second quarter loan loss provision being around $2 million to $2.3 million, which is in the same range we have been in over the past several quarters.

Our core non-interest expense for the first quarter came in a little better than our guidance. We continue to remain focused on controlling expense growth during these times of expansion.

Business plans are adhered to and planned savings in acquisitions are achieved.

As I have mentioned before, the expense culture here is part of the fabric of the company. And division leaders are diligent in their results.

For the second quarter we are projecting non-interest expense of around $30 million. And again, this would include CBT and Greenpark.

Our first quarter’s core efficiency ratio was 59%, and we see this ratio coming in around 60% for the second quarter as we integrate our new teams and operations. We project our quarter tax rate to be around 20% for the second quarter, which is up a little from the previous estimates and includes the impact of additional income from these strategic initiatives.

To summarize our second quarter outlook, we expect our core net income to be around $10 million. And when you take into account the additional shares issued and the CBT transaction, which are around 965,000, we are expecting core earnings per share of about $0.47.

This projected earnings level will represent for the annualized growth rate of about 13% when you compare to the run rate of $0.44 we had coming into the year.

Our first quarter results also include a charge of $637,000 realign to discontinued operations. This charge was associated with the final divestiture of New York branches from our Legacy acquisition.

We also recorded $3 million in after tax non-core merger related expenses for the quarter. Both of these reduce GAAP earnings per share down to $0.28.

For the second quarter we anticipate non-core after tax charges for the CBT acquisition and system conversion to be about $4 million to $5 million.

As Mike mentioned, we closely assess our asset sensitivity position. Our investment portfolio consists of high quality securities, primarily agencies and munis, with a portfolio duration of under 4 years.

Future growth in the portfolio will be weighed against growth in our loan portfolio. This quarter, we added some forward starting swaps, which locked in some lower fixed funding cost and we continue to use a balanced approach with regards to our loan and deposit mix.

All protecting us against the eventual rise in rates. We continuously balance between investing and expansion, generating current period earnings and accelerating future earnings.

And we are carefully and diligently moving forward with the best people, culture and execution standards which generates the right energy and optimism in our company.

With that, I will turn the call back over to Mike.

Kevin, thank you. Nice job.

So our core EPS guidance of $0.47 for the second quarter does keep us on track with the growth momentum that we are targeting to reach our annual goals. Now this is a 34% increase over our second quarter core EPS last year, and it represents more than a 13% annualized increase from our run rate at the end of 2011.

Now this again reflects a continued positive core operating leverage from revenue gains exceeding expense increases.

Now I would add this. We give all kinds of granular guidance, I think you have the best thinking on what we are aiming to accomplish during the quarter.

And as with the first quarter, I hope that this would be accepted as the bottom line for what we are expecting to deliver.

Now on our last call, I noted the levers for growth and improvement that we are working on to achieve our financial goals this year. We have made progress towards many of these objectives which include completing the CBT acquisition successfully and on time, which we have now accomplished.

Accelerating the pace of our organic growth across our business lines. And this is evident from our first quarter results.

Enhancing our mortgage and consumer loan originations. Now we are taking a major step forward here with our Greenpark team recruitment.

Enhancing our small business ranking program. We completed this process in the first quarter and our business volume is expanding every month.

A continued retail development. This is evidenced by the new offices we have opened in Colonie and North Greenbush, New York.

We have 2 branch relocations planned for this year and another new branch planned for Niskayuna, New York around the end of the year. We are also moving forward with increased distribution of our mortgage, our insurance and our small business services through our retail platform.

And finally, a further improvement in our already favorable credit metrics, and again, this was evident in our first quarter results as well.

Now turning back to our acquisition. We have worked closely with the CBT team in completing the merger process.

We are on track with our integration plans in our new Connecticut region. As I have stated before, we view this acquisition as a beachhead giving us eight well positioned branches in the Greater Hartford area, and a total of 20 branches in the Hartford-Springfield economic area.

Now we look forward to increasing our presence in this market and growing the CBT branches as a result of the brand and the product benefits that we are now introducing to these new customers.

Including the CBT merger consideration, we will have nearly 22.2 million shares outstanding. So based on our recent stock price, our market cap is over $0.5 billion.

So the visibility and the liquidity of our stock continues to increase as we gain new interest from institutional investors based on our growth, and based on our prospects. We had a change in our analyst line up in the most recent quarter.

We continue to enjoy 100% buy ratings from all our analysts and I personally want to say that we appreciate this very much.

Our stock price has improved since the start of the year and I am pleased that all 3 of our bank acquisitions have resulted in price appreciation for existing and new shareholders, because that’s what they were structured to do. And we have been careful to assess any tangible book value diluted and to have a sensible plan to recoup any such dilution within a reasonable timeframe while also targeting double-digit returns on the new equity utilized.

Our ongoing success with our mergers and the further gains in our stock price I think does position us to continue to be an attractive partner for consolidation opportunities that may arise in our markets. We are positioned to be responsive to any such opportunities that may avail themselves subject to the deal disciplines we have previously set out.

Meanwhile, we are very focused on the top line and bottom line gains.

So let me conclude with this. Now each year at this time I meet with all of our employees to review our successes in the company in each region.

Additionally, in my presentations I tie together the importance of our brand and culture and its connection to the high levels of financial performance. Moments that we create with our form of customer engagement.

Moments that generate fulfillment and results and loyalty. All translating into personal and team success.

And I am confident that this culture will help us in delivering results from organic and partnership activities that are producing above average earning gains, improved profitability, a larger footprint and a stronger franchise.

Now this is a time when those who have and are investing in us, are seeing the tangible benefits of their investment. And we remain absolutely focused on continuing to deliver that growth, provide the upside to our analysts, and many others expect from us.

Now this completes my prepared remarks and I now invite the operator to open the line for questions.

It’s actually Alex Twerdahl here. I certainly do appreciate all the forward guidance that you guys have given into the second quarter, but Kevin, I just missed the net interest income number that you gave.

You said something to $34 million?

I think I misspoke. It’s $33.5 to $34 million.

Great thanks. And then maybe you can give a little bit of color on the commercial loan growth that you are seeing.

Is that attributable to any specific geographies in footprint?

Well, I think that it’s centered in the Central, Eastern Mass, Albany, New York area. Pat, in your color, is that where you say most of our....?

Yes, Mike, I would say, yes - Alex, yes. Our growth has been heavily driven by core growth in New York because we have expanded our footprint through our branch system.

And the new team that we brought on December 1 has really paid great dividends.

And ABL.

And ABL.

Great. And then, I mean you - and I think you alluded to this little bit in your prepared comments, but do you think this growth is indicative of an expanding economy in these areas.

Is it all just the only business from competitors that are less focused?

Well, I think that at this time it’s still predominantly taking market share.

Great. And then with the completion of the CBT deal, do you think that you are ready to go forward and announce another acquisition and any hints on to what geographies might be the most attractive to you right now?

Well, let's start with the second question. I’m probably not going to give you any hints, and go back to the first question.

You know any acquisitions or partnerships we do, Alex, are really just the result of discussions with someone who believes in what we are doing and the partnership works. So that is not our primary objective right now.

Our primary objective is to hunker in, do all the blocking and tackling that we need to do. Execute flawlessly.

Continue to drive organic growth and if partnership opportunities arise in the footprints that we have delineated then we are going to be responsive and we are going to be eager to have those discussions.

And final question is just on the residential mortgage product that you are putting out. Is that - I mean is that mostly 10-15 year product or is there some 30-year fixed in there?

How do you kind of structure your pricing to make what you want more attractive to, or more attractive to the customers?

It’s mostly 15 to 30-year fixed. What's most important with the Greenpark acquisition, we have opened up a new quota of customers for us and I think that’s the way we look at it.

So we price it appropriately in conjunction with finance and Kevin talked a little bit about those forward swaps. But the big that we are excited about is these mortgage is proving to be a gateway product to us for checking, for mortgage insurance, and we have just opened up a whole new batch of customers for us to cross-sell to.

Just a kind of follow-up on the Greenpark commentary. Could you talk a little bit about what your expected volumes are going to be from that business?

And I know Kevin gave us a broader guidance towards the non-interest income but what kind of revenue component can we expect from these guys?

Sean, you can get to the, answer that question. But I just want to make a comment.

This Greenpark Group, these guys are terrific, entrepreneurial individuals. And they are wide open to not only doing mortgage business but as you said, these are entrepreneurial people that are really excited about selling other products in the company.

So I am pretty excited about this team. With respect to volumes, do you want to?

Sure, we can originate between $600 million and $800 million with this group. This group is the endorsed lender to the Mass.

Teachers Association, which we have been successfully able to transfer over now to the bank. That’s a great opportunity for us.

From a revenue perspective, we estimated a breakeven at about 9 to 10 months. So as they are - as we are able to integrate our operations and how they sell on the secondary market, we will be able to realize improved enhancements.

So for instance, we sell best efforts to Fannie Mae in current state. With Greenpark we will be able to guarantee that basis and then improve that operation by 25 to 50 bps going forward.

So from a breakeven perspective, 9 to 10 months, and then additional revenue enhancements as we integrate.

Okay. Great.

And is the transaction complete so they are fully integrated with you guys now?

No. We have got a Monday date for finalizing that transaction and then like any integration, systems and other things will convert over time.

We anticipate full conversion, full integration of systems and processes towards the end of the year.

All right, that’s helpful. And then, this is probably for Kevin, with respect to the insurance commissions and fees I know you guys have made efforts to kind of give out some of the seasonality and lumpiness in the way that that hits the income statement.

So is the first quarter number then a good run rate going forward for us?

The first quarter included some seasonality about the $300,000 approximately of contingency, but that’s down dramatically from the - if you look at our prior year where we had a contingency revenue, so we had a little bit but not much.

Okay. And then I guess my last question is with regards to commercial lending.

Sorry if I missed this part, but could you talk a little bit about your pipeline, kind of what you’re seeing in which areas of the footprint?

You want to go talk to it?

I will be happy to, Mike. Yes, Damon, the heavy part of our footprint continues to be Central and Eastern Massachusetts.

I think we have talked a little bit about the fact that we are taking market share from bigger institutions. Central Massachusetts, which we talked about the fact that we would be able to book about $75 million in new commitments.

We are well ahead of our track record of where we thought we would be. ABL continues to do very very well and we are continuing to grow very well in New York.

Especially with a number of really small businesses because our small business program is expanding in New York with our new branch system.

Yes, essentially my question had been answered but I do want to congratulate you and look forward to ongoing growth.

Theodore, we will take calls like that all day long. I appreciate it.

I just - I am sorry, I missed the provision guidance for the quarter.

Provision guidance is somewhere between $2 million to $2.3 million.

And then if we could just - a little bit more on the mortgage acquisition and I don’t know any of the details of the transaction but it looks like a portion of that will be paid in stock as the deal finalizes?

The stock component is more or less on incentive comp going forward in years to come. So it’s not different really then executive comp here, but they wanted some of their performance comp to be put in stock.

So that the transaction is not stock in to beginning.

Okay. And then the cash value or whatever you guys paid for the transaction, are we going to see that recognized somewhere in the near-term or in this quarter?

We really don’t disclose that.

Okay. Fair enough.

It’s small amounts.

Small amounts, not a lot of dollar amounts.

And then just as you guys were talking about the potential origination volumes, $600 million and $800 million annually. So we are going to see this coming on to the income statement as a gain on sale of loans component moving forward.

Yes.

Yes.

Okay. So if you guys were at about, looks like around $10 million last quarter and you are going to $12 million to $12.5, so you are expecting somewhat around $2 million in contribution from this gain on sale piece moving forward.

I am sorry, quarterly?

That’s correct, Mike.

Well done.

Okay. Fair enough.

And then just the $30 million non-interest expense guidance, that’s core ex the onetime items?

That’s correct, Mike.

I just wanted to follow up on the loan pipeline comment. In reconciling it sounded like the Central Mass or what you are getting is ahead of that $75 million that you were targeting.

But yet I think, Mike, in your opening comments you had said that maybe that the loan growth didn’t materialize as much as you thought it would this quarter. So just trying to reconcile maybe was it the timing issue that caused you to sort of fall short of your expectations then but yet exceed them now.

Could you...?

Yes, I think that clearly is the case. We have got a new team there.

We have got some guys that are doing some things in the Central New York area right now. And it just took a little more time to get some closings done then I would have liked.

I mean we would have liked to see those close 2 weeks ago or 3 weeks ago. But they have built a nice pipeline and there are certain covenants and certain things that need to get done in order to close them.

So I think that’s exactly right. Pipeline is pretty strong.

I think second quarter we will see the results of that and it was a matter of timing.

Okay. That’s helpful.

That’s great. And then just following up also on the Greenpark discussion.

I just want to make sure I am understanding it. So the $1.3 million in loan fees that you guys saw this quarter, was there anything in there from Greenpark?

No.

None.

Okay. So the big jump from the fourth quarter, what was that in that line?

Is there something in particular?

No, we just had more production that we sold to secondary market.

Okay. So that was just your own mortgage production.

Yes.

Yes.

Okay. That’s helpful.

And then just trying to understand just some of the components of your margin. It looks like the C&I yield moved around kind of from the fourth quarter to the first quarter?

And then is there - what causes that? Was there anything in particular that caused that?

I think it dropped off and now it’s kind of recovered. But just trying to understand maybe what's driving that C&I yield?

Yes. Some of that would be the movement of some of the loans that you moved into the small business portfolio.

Part of it is purchase accounting.

Okay. [indiscernible]

We had a premium that - we had a loan payoff with large premium that impacted that margin.

Okay.

Okay. And then how much, do you guys have a number on how much of your margin is the component that’s tied to the accretable yield from your acquisitions?

Yes, for the quarter that was about $500,000.

Has that changed much over the last couple of quarters?

It’s come down a lot since the fourth quarter where we had about $1.1 million.

Okay. Do you expect that to - I mean drop that much going forward?

No. Again we had some large premiums that we recorded in this quarter.

So we actually think that might go back up a little bit as we move into the second quarter now.

Okay. Got it.

That’s helpful. Thanks.

And then are there opportunities - and you know what, if you guys, if you said this, Kevin, I apologize but to lower the deposit cost. I am just trying to get a sense of what opportunities you might have on that side?

We believe we have some opportunities there and we are going to look at those opportunities because deposits are growing very robustly right now. So we will look at our deposit cost.

And I think Collyn that’s a point that we talk about from time to time when we are on the road. And there is always probably a little more room to lower deposits.

I think if we continue to put the numbers on the board that we anticipate and we don’t have to lower our deposit cost significantly. It’s better long-term for the franchise.

So it’s a balance.

Okay. But there is not like a tranche or buckets of maturations that are coming down the pikes that could dramatically lower that?

No.

No.

On the CD side. Okay.

And then just final reconciliation point. So the $4.2 million that you guys saw on merger charges this quarter.

How did that split between Legacy and CBT?

It was probably a third Legacy, a third CBT and a third core conversion.

Okay. So when you talk about, Kevin, the $4 million to $5 million in after-tax charges in the second quarter, is that all merger related to CBT or is there other stuff in there?

That’s maturity CBT.

Well, thank you very much. This does conclude our call.

I want to thank everyone for joining us and of course we look forward to speaking with you all again in July to discuss our mid-year results.