Beacon deal expands Berkshire’s reach into CNY banking market

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Berkshire Hills Bancorp, Inc.’s recently announced acquisition of Beacon Federal Bancorp, Inc. moves the Massachusetts–based banking company firmly into the Central New York market at a time when some larger competitors are focusing elsewhere. Berkshire Hills Bancorp (NASDAQ: BHLB), parent company of Berkshire Bank, announced May 31 that it will acquire Beacon Federal (NASDAQ: BFED) […]

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Berkshire Hills Bancorp (NASDAQ: BHLB), parent company of Berkshire Bank, announced May 31 that it will acquire Beacon Federal (NASDAQ: BFED) in a $132 million stock and cash deal expected to close in the fourth quarter.

The acquisition will give Berkshire seven Beacon Federal branches, including one each in East Syracuse, DeWitt, Rome, and Marcy. Beacon, which has deposits of $677 million and is headquartered in the village of East Syracuse, concentrates most of its business in the Syracuse metropolitan area as well as the Utica–Rome market, which Berkshire entered last year when it acquired Rome Bancorp. Beacon Federal will be merged into Berkshire Bank.

The Syracuse and Utica–Rome areas are largely overlooked by larger banks such as Bank of America or Citizens Bank as hot growth spots, says Damon DelMonte, an analyst covering Berkshire in the Hartford, Conn. office of New York City–based equity-research firm Keefe, Bruyette & Woods, Inc.

Many of those larger banks have focused their attention these days on larger markets where they can see a faster turnaround and more robust revenue growth, DelMonte contends.

But the Syracuse and Utica–Rome markets are right up Berkshire’s alley, he adds. “They typically open in what are perceived to be slow-growth markets,” DelMonte says of Pittsfield, Mass.–based Berkshire. The company successfully accomplished this last year when it acquired five Rome Savings Bank branches through the acquisition of Rome Bancorp, Inc. “I think it’s a logical acquisition for them,” he adds.

The deal is a good one for Beacon and its customers as well, DelMonte says. “It’s a difficult environment for smaller banks to continue to grow,” he says. The acquisition by Berkshire should provide growth for Beacon’s shareholders and expand the product and service offerings to its customers, he says.

Beacon President and CEO Ross Prossner echoed that by saying his customers will benefit from Berkshire’s resources in banking, wealth management, and insurance. “Our combined operations will position us well to further increase market share in the Central New York market,” Prossner said in the joint news release the banking companies issued May 31.

Berkshire President and CEO Michael P. Daly said in a June 1 conference call with investors and the media that it was natural for Berkshire to respond when Beacon reached out to the company to talk about an acquisition.

“Their business is concentrated in the Central New York or upstate New York [market],” he said. “It’s a market that we targeted with our acquisition of Rome last year.”

The markets also boast a solid population of about 1 million people and weathered the recession reasonably well, he noted. After taking on Beacon’s two Syracuse–area branches and two Utica–Rome area offices, Berkshire Bank will have 10 branches serving the Syracuse and Utica–Rome markets upon completion of this deal. Berkshire says it will have $700 million in deposits and the third position in the market share among regional banks.

That will bump Berkshire’s total number of branches to 73 — up from 42 offices just 18 months ago. Last year, Berkshire acquired Legacy Bancorp and just completed the acquisition of The Connecticut Bank and Trust Company on April 20 of this year.

Daly expects the Beacon deal will provide Berkshire with a 22-cent boost in core earnings per share (EPS) starting in 2013, making the deal attractive for its shareholders.

Acquisition terms

Under the terms of the agreement, 50 percent of outstanding Beacon shares will be swapped for Berkshire shares at a fixed ratio of 0.92 shares for each Beacon share. The remaining 50 percent of the Beacon shares will exchange for $20.50 per share in cash. The transaction was valued at $20.35 per Beacon share based on the $21.96 Berkshire closing price on May 30.

The acquisition will cost Berkshire $14 million pre-tax, and the company is using more cash for this deal than some of its previous ones in an effort to right-size its capital, Daly noted. Berkshire will fund the balance of the deal through subordinated debt, and the banking company has already seen positive response to its debt placement, he added.

Beacon’s share price jumped nearly 45 percent to close at $19.23 on June 1, the first trading day after Berkshire announced the acquisition the evening before. The stock barely fluctuated the next three trading days. Meanwhile, Berkshire’s stock price fell nearly 5 percent to $20.75 on June 1, and then was flat the next three trading days.

Each Beacon shareholder will have the right to elect the form of consideration, subject to proration procedures to maintain the 50-50 mix of stock and cash. The transaction is intended to qualify as a reorganization for federal-income tax purposes and the shares of Beacon stock exchanged from Berkshire should transfer on a tax-free basis, the banking companies said in their news release.

The boards of both businesses have approved the acquisition, which is now subject to the approval of Beacon’s shareholders as well as state and federal regulatory agencies.

Berkshire expects to appoint one Beacon board member to its board.

In addition to the Central New York branches, Berkshire will also add Beacon’s Chelmsford, Mass. office to its roster, making it Berkshire’s first eastern Massachusetts full-service branch. Berkshire currently operates 10 residential and commercial-lending offices in central and eastern Massachusetts. Berkshire plans to divest Beacon’s modest-sized Tennessee operations — it has two branches there.

New York City–based Sandler O’Neill & Partners, L.P. served as the financial advisor to Berkshire, while Keefe, Bruyette & Woods, Inc., also based in New York City, was the financial advisor for Beacon. Washington, D.C.–based Luse Gorman Pomerenk & Schick, P.C. served as outside legal counsel to Berkshire, while Atlanta–based Kilpatrick Townsend & Stockton LLP was outside legal counsel to Beacon.

Headquartered in Pittsfield, Mass., Berkshire Hills Bancorp has $4.3 billion in assets and 68 branches in Massachusetts, New York, Connecticut, and Vermont.

Beacon Federal earned $5.7 million, or 93 cents a share, in 2011, up almost 7 percent from 2010. In the first quarter of 2012, Beacon Federal reported profit of $1.3 million, down more than 13 percent.

Gaetano Construction gears up for busy season

Construction, Design & Real Estate, Small Business, Subscriber Only

UTICA — After a mild winter that enabled the company to keep a number of projects on schedule, Charles A. Gaetano Construction Corp. is gearing up for a busy building season in 2012. Among the projects are an expansion of the American Alloy Steel plant in Rome, an addition at the TRI-Valley Beverage, Inc. facility

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UTICA — After a mild winter that enabled the company to keep a number of projects on schedule, Charles A. Gaetano Construction Corp. is gearing up for a busy building season in 2012.

Among the projects are an expansion of the American Alloy Steel plant in Rome, an addition at the TRI-Valley Beverage, Inc. facility in Westmoreland, the renovation and expansion of the Liberty Gardens housing project in Rome, and a project at Matt Brewing Co.

“We’ve got a really nice project going on at the brewery,” David Kleps, vice president of Gaetano’s design-build / Butler Building division, says. Gaetano is building an anaerobic digester at Matt Brewing in Utica that will convert waste product into methane that will, in turn, provide energy to the brewery.

The projects aren’t the large building initiatives the company saw in the 1990s, Kleps says, but even these smaller projects are welcome after several lean years during the recession.

“The private sector, I think, has been sitting tight for the past few years,” says William Gaetano, executive vice president. Now, he notes, those businesses are starting to loosen their purse strings and invest some cash in their facilities.

The result for Gaetano Construction is that it has been able to land new projects as soon as it completes others. The company recently built a primary-care facility in Little Falls for Bassett Healthcare and will wrap up a 40,000-square-foot building addition at St. Luke’s Home in New Hartford by September. While those health-care projects conclude, work will ramp up on other projects, Gaetano says, such as the construction of a new 80,000-square-foot theater and studio arts building at Hamilton College that will break ground this month.

The company has also landed a number of jobs renovating buildings it constructed years ago that now have new owners, Kleps says

Gaetano Construction has been a franchised builder of Butler Manufacturing Co.’s pre-engineered buildings for 30 years. As of this spring, Gaetano has constructed 2.5 million square feet of Butler projects across Central and Northern New York.

Now, Kleps says, some of those buildings are cycling back around to Gaetano again as new owners seek to have them renovated. One example is the 160,000-square-foot former Curtains N Fabrics facility on Gros Boulevard in Herkimer. Gaetano just finished renovating the facility for ELG Utica Alloys, a steel-recycling company, he says.

“There are more projects like that,” Kleps says. It’s that mix of expansions and renovations, almost all involving Butler buildings, which has helped Gaetano Construction weather the recession and start this year strong with a number of projects in the works when the construction industry, as a whole, is still somewhat depressed. Gaetano generated revenue of $46 million in 2011 and expects to meet or exceed that number in 2012.

Tough construction-industry climate

Nearly a quarter of upstate construction companies, 24 percent, are losing money, according to the 2012 Upstate New York Contractors State of the Industry Study by The Bonadio Group accounting firm. That’s an increase of 10 percentage points over the survey’s last edition in 2010 (see full story in this issue, page 10.)

And according to a June 1 report from Associated Builders & Contractors, Inc., a national association representing 22,000 merit shop construction and construction-related firms, non-residential construction spending declined 0.7 percent in April, and private-sector, non-residential construction spending declined 0.2 percent.

Sectors seeing a decline in construction included lodging, manufacturing, conservation and development, religious, public safety, sewage and waste disposal, amusement and recreation, power, communication, and education. At the same time, construction spending increased in the health-care, transportation, water-supply, commercial-construction, office, and highway and street sectors.

“This current trend is largely a reflection of the way the economy has been when decisions to move forward with projects were made,” Associated Builders and Contractors Chief Economist Anirban Basu said in the report. He expects non-residential construction will continue to lag.

Gaetano notes that New York state is holding off on construction projects, aside from highway repairs, which has resulted in struggles for some firms. He’s thankful his company has stayed busy enough to keep about 45 field employees in work all through the winter and this spring. That number is normally closer to 80 people for the busy summer season, and Gaetano said the number will start growing by the end of this month. Gaetano also employs 24 people in its office at 258 Genesee St., Utica, and employs 18 superintendents.

Other notable area projects Gaetano Construction (www.gaetanoconst.com) has worked on include the expansion at Nirvana Water’s plant in Boonville, a new Harley-Davidson store for the Carbone Auto Group near Amsterdam, a new student center at SUNY Institute of Technology at Utica/Rome, a new athletic/events center at Mohawk Valley Community College, and an expansion project at Meyda Tiffany in Yorkville.

Samaritan Counseling Center expands, aided by grants

Health Care, Nonprofits, Small Business, Subscriber Only

UTICA — The Samaritan Counseling Center of the Mohawk Valley, Inc. is able to add staff and serve more clients from its new, larger facility as a result of two grants. The center received two grants totaling $188,000 from the Community Foundation of Herkimer & Oneida Counties, Inc. to purchase and renovate the three-story building

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UTICA — The Samaritan Counseling Center of the Mohawk Valley, Inc. is able to add staff and serve more clients from its new, larger facility as a result of two grants.

The center received two grants totaling $188,000 from the Community Foundation of Herkimer & Oneida Counties, Inc. to purchase and renovate the three-story building at 1612 Genesee St. in Utica. The counseling center previously leased space at 1643 Genesee St.

“It’s more comfortable, it’s brighter, it’s larger,” Gregory Kovacs, the Samaritan Counseling Center’s executive director, says. The center outgrew the old space, which had fewer offices, conference space, and file space. (He did not know the square footage of either facility.) There wasn’t any room to add another therapist to handle the center’s growing waiting list, he notes.

Kovacs first approached the Community Foundation several years ago to begin the process of seeking assistance. Founded in 1952, the foundation provides grants for charitable purposes and has awarded more than 5,200 grants totaling more than $41.3 million from the 290 funds that make up its endowment.

“Once they were ready to purchase a building, our grants committee looked at it and said, ‘Maybe this is a chance to go beyond what we normally do,’ ” says Jan Squadrito, senior program officer at the Community Foundation (www.foundationhoc.org). In the past, she says, the foundation typically gave grants to help organizations purchase facilities or equipment or fund programs and services. However, recently they have noted a large number of organizations needing to invest money in their facilities for renovations or improvements.

“That limits what they can do in serving the community,” Squadrito says. A dollar spent on renovating a building is one less dollar the agency has to invest in its programs.

That’s what prompted the Community Foundation to give the Samaritan Counseling Center (www.samaritancentermv.com) two grants — $100,000 toward the building purchase and $88,000 for the renovations done by Lewis Brothers Construction of New Hartford, Kovacs says.

As a result, the center has a small loan (he did not disclose the amount) in connection with the project that it will pay off in four years and has the resources to hire an eighth therapist to fill one of the 10 offices in its new building.

The Samaritan Counseling Center is actively seeking someone to fill the therapist slot, Kovacs says. Adding that person will add an additional 1,100 hours of service to the current 6,000 hours the center provides annually, he notes.

The center is also expanding the services it offers in the larger building, now that it has space to offer activities like group therapy, he says. The third-floor conference room will also enable the center to host educational programs such as parenting classes and offer professional training sessions, he adds.

On top of expanding services in its Utica facility, the Samaritan Counseling Center is also growing through its satellite locations, Kovacs says. The center currently operates a satellite location in Hamilton, where no changes are planned, and one in Rome, where it is in the process of searching for a larger location to accommodate increased demand in that market, Kovacs says.

“We expect to be adding a third satellite office as well,” he adds. He expects the Samaritan Counseling Center will open an office in the Herkimer area by the end of summer. “There’s a huge need out there,” he says of the market.

Founded in 1980, the Samaritan Counseling Center provides family counseling, a clergy and congregation care program, individual therapy, and couples therapy. The not-for-profit organization accepts most insurance and relies on community philanthropy and other support for the balance of its funding. According to its 2010 Form 990 on file at www.guidestar.org, the center reported revenue of $558,065 and expenses of $545,142.

The center provides services to those without insurance on a sliding-fee scale.

A Road Map for Presidents and CEOs

Opinion, Subscriber Only

The most important decision executives make is who they name as manager, at all levels in a company. — Randall J. Beck, Gallup CFO asks his CEO, “What happens if we invest in developing our people and then they leave the company?” CEO answers, “What happens if we don’t, and they stay?” Are you

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The most important decision executives make is who they name as manager, at all levels in a company.

— Randall J. Beck, Gallup

CFO asks his CEO, “What happens if we invest in developing our people and then they leave the company?” CEO answers, “What happens if we don’t, and they stay?” Are you feeding and keeping your best people?

— Author unknown

If you want to grow a prosperous, thriving company, here are 10 steps on the continual improvement journey.

Step One: Leadership awareness. If there is one thing that good leaders do very well and with great consciousness, it is choosing other leaders/managers in their organizations. Mediocre leaders are distracted by issues of less importance and then have to struggle because they have surrounded themselves with sub-par performers. There should be no higher priority than getting the smartest, most emotionally intelligent and most capable people in every leadership or management position.

Step Two: Talent inventory. Do a complete talent inventory of your direct reports. We highly recommend the use of the “Nine Box” tool, which forces you to rank each person on a grid of potential and performance. This tool, meeting my criteria of using science, reducing complexity, and adding value, is increasingly being adopted by our clients and other forward-thinking leaders. It is a simple tool, free to use, and extremely powerful.

Step Three: Get candid. Strive for clarity about who the most impactful and high-potential people are in your organization. High potential is being defined as able to grow into new areas of responsibility and probably another step up the ladder. Discuss the results with your team (gulp — candor is often painful). Drive for clarity about who the most impactful leaders are in your business.

Step Four: Drive it down. Make sure your direct reports use the grid with their teams and review the results with them. Be prepared for resistance and challenging conversations, but be persistent.

If you get this far, you will be well on your way to transforming your organization —remember, it’s all about the people. Most leaders never get this far because they are too busy focusing on the less important stuff that feels very urgent.

Step Five: Current reality. Have your top team complete an organizational survey that is science-based, cost effective, and gives your leadership team clear feedback of the health of the organization in the key areas of strategy, design, and culture. It should also compare you with other companies. After all, if you are a typical leader don’t you want to keep score and know how your company compares with others? Or, are you too busy in the here and now to work so powerfully on your business?

Most companies are somewhat disappointed to find out they are only average. Is average OK? Will it attract and retain above-average employees? Now that you are working on the “who” in your organization, you need to focus on the “what” you need to change and “what” you do not need to change. In other words, the best leaders are focusing on the future as well as today.

Step Six: Dig into the data. Get your top people and best talent (remember the Nine Box) together with the results from the survey to dig into what’s hot and what’s not in your organization and choose the key areas you want to improve. Spend the time and focus. You might want to engage an outside facilitator.

Step Seven: Plan. Develop a simple yet clear strategic-planning system to create a strategic plan that looks out three years and has measureable objectives and action plans for one year. The plan must be clear, balanced, and have accountabilities built into it.

Step Eight: Alignment. Make sure you have the agreement and buy-in from your key team to follow and execute the plan.

Step Nine: Execute. Every month, insist that your key people update their parts of the plan, stay on track, and get it done. Focus, execute, and keep score. Good leaders do what they commit to and hold others to the same standard.

Step Ten: Keep it going. Do the Nine Box every six months, the survey once a year, and the planning/execution review with your team every month. Create a compelling strategic discipline and you will be on your journey to becoming a great company that dominates your market, engages bright, talented employees, and builds your legacy as a leader.

While these actions are not all inclusive, a company that does them will see continuous improvement, be more disciplined, serve its customers better, be a better place to work, and be more profitable.

Thomas Walsh, Ph.D. is president of Grenell Consulting Group, a regional firm specializing in maximizing the performance of organizations and their key contributors. Email Walsh at tcwalshphd@grenell.com

NYSERDA offers incentives for energy-efficient building projects

Construction, Design & Real Estate, Energy, Environment & Sustainability, Subscriber Only

If your business has a construction project on the horizon, the New York State Energy Research and Development Authority (NYSERDA) has money to share. Under the latest round of funding in its New Construction Program, NYSERDA has $90 million to dole out between now and December 2015 to qualified new-construction and extensive-renovation projects that incorporate

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If your business has a construction project on the horizon, the New York State Energy Research and Development Authority (NYSERDA) has money to share.

Under the latest round of funding in its New Construction Program, NYSERDA has $90 million to dole out between now and December 2015 to qualified new-construction and extensive-renovation projects that incorporate energy-efficient elements.

“We’ve got a whole bunch of money and we’re anxious to share it with people who want to improve their energy efficiency,” says Stephen Finkel, senior project manager for the program.

The program, which is geared toward commercial and institutional organizations ranging from small businesses to educational institutions, began awarding incentives from this round of funding in January.

The program has two main components, technical assistance to help businesses determine what energy-efficient measures are best for their project and how much those measures could save the business in energy costs and financial incentives to help businesses pay for energy-efficient equipment, Finkel says.

Technical assistance is provided on a cost-share basis, where NYSERDA covers a set amount of the cost and any additional costs are split 50-50 between NYSERDA and the business.

The financial incentives cover a portion, up to 50 percent, of the difference in cost between a basic piece of equipment and an energy-efficient model.

The goal, Finkel says, is to get businesses to invest in energy-efficient equipment even though that equipment costs a little more upfront. The bonus, he says, is that the business will then save on energy costs during the life of that equipment.

“We understand that business owners are looking for items that make economic sense and have financial payback,” he adds. That’s why NYSERDA helps offset some of the cost difference.

The typical piece of equipment will see a return on investment within five to 12 years, he contends. The longest payback period is about 15 to 18 years, while some businesses have seen a significant return on their investment in less than five years, he says.

“We have people that see pretty quick paybacks,” he says. NYSERDA does not provide incentive for products that will show a return on investment in less than a year, he says, because the assumption is that investing in that product makes so much sense, a business should just do it anyway.

In addition, NYSERDA has additional incentives available for projects seeking Leadership in Energy and Environmental Design (or LEED) certification, Finkel notes.

NYSERDA is really hoping to attract some zero-net-energy projects as well, he says. Those projects are ones where the building produces at least as much energy as it consumes over the course of a year. NYSERDA has already supported one such project, he says.

“We’re looking for other people really interested in pushing their energy savings toward that zero-net goal,” he says. NYSERDA hopes to add additional incentives for such projects in the future.

Any businesses planning to undertake a construction or extensive renovation (NYSERDA defines such a project as one where the space will need to be vacant for 30 days while the project takes place) should contact NYSERDA as early in the process as it can, Finkel says. If NYSERDA is involved right from the design phase, technical assistants can help guide decisions about what type of energy-efficient equipment is going in without the project architects having to redesign things, he explains.

The NYSERDA incentives can cover a wide range of equipment such as lighting, heating and cooling systems, heat-recovery systems, and even items such as high-efficiency refrigeration equipment for grocery stores.

Businesses must submit a state consolidated funding application to apply for the program and can access the application, along with more information about the program, online at www.nyserda.ny.gov/new-construction. Assistance with completing the application is available.

TCAD president to serve as chair of statewide council

Nonprofits, Regional News

ITHACA — The president of Tompkins County Area Development (TCAD) has been elected chairman of the New York State Economic Development Council. Michael Stamm will serve

Poll: New York residents remain concerned about gas-drilling risks

Energy, Environment & Sustainability

A majority of New Yorkers feel the risks of natural-gas drilling outweigh the potential revenues, according to a new poll from Cornell University’s Survey Research

Community Memorial Hospital in Hamilton names new CEO

Health Care

HAMILTON — Community Memorial Hospital in Hamilton announced that it has appointed Sean Fadale as new CEO, effective Aug. 6. Lawrence Tully, chairman of the

Vets institute to present workshop at national conference

Health Care, Small Business

SYRACUSE — The Institute for Veterans and Military Families at Syracuse University will offer a two-day workshop at a national conference for veterans in Detroit.

Corning Museum of Glass announces expansion project

Construction, Design & Real Estate, Nonprofits, Sports, Entertainment & Tourism

CORNING — A new north wing is in the works at the Corning Museum of Glass, which unveiled plans for the expansion project today. Architect

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