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Chittenden Reports Earnings and Quarterly Dividend

    BURLINGTON, Vt., Jan. 15 /PRNewswire-FirstCall/--
Chittenden Corporation (NYSE: CHZ) Chairman, President and Chief Executive
Officer, Paul A. Perrault, today announced fourth quarter 2002 net income of
$0.55 per diluted share, compared with the $0.46 per diluted share earned in
the fourth quarter of 2001. For the year ended December 31, 2002, earnings
were $1.96 per diluted share, compared with $1.80 per diluted share earned
last year.  Chittenden also announced its quarterly dividend of $0.20 per
share. The dividend will be paid on February 14, 2003, to shareholders of
record on January 31, 2003.
    In making the announcement, Perrault said, "Despite its challenges, I am
pleased with the results for the year of 2002. Chittenden has enjoyed several
successes in the past year, including the completion of the Ocean National
acquisition and the signing of a definitive agreement to purchase Granite
State Bank, headquartered in Keene, New Hampshire. These are exciting times
for Chittenden, its shareholders, employees, and customers, as we chart the
course which will propel our future achievements."
    Total loans decreased from a quarter ago, due to the seasonal effect of
municipal loans and continued paydowns in the residential real estate and
leasing portfolios. These decreases were partially offset by increases in
commercial and construction loans. Total loans at December 31, 2002 were $136
million higher than at December 31, 2001 primarily due to the acquisition of
Ocean National Bank (ONB), in which approximately $84 million in commercial
mortgages and $97 million in residential real estate loans were obtained. On
February 28, 2002, Chittenden completed its acquisition of ONB, a $272 million
commercial bank headquartered in Kennebunk, Maine for $53.25 million in cash.
The transaction has been accounted for as a purchase and, accordingly, ONB's
operations are included in Chittenden's consolidated financial statements from
the date of acquisition.
    Total deposits increased $456 million from a year ago and were down
slightly from the third quarter. The increase from December 31, 2001 was
partially attributable to the acquisition of ONB, which contributed $239
million in deposits at the date of acquisition, and to continued strong
deposit flows throughout the franchise over the last twelve months. The
variance from the third quarter of 2002 related primarily to the seasonal drop
in the municipal and captive insurance sectors.
    Chittenden's net interest income was $50.1 million for the fourth quarter
of 2002, $49.7 million for the third quarter of 2002 and $43.9 million for the
fourth quarter a year ago.  The 14% increase in net interest income from the
fourth quarter of 2001 was attributed primarily to higher levels of average
earning assets and deposits that resulted from the acquisition of ONB, growth
in deposits, and the Trust Preferred Securities (TPS) issuance. The Company's
net interest margin for the fourth quarter of 2002 was 4.38%, compared with
4.59% for the same period of 2001 and 4.49% for the third quarter of 2002.
This decrease in the Company's net interest margin primarily relates to the
strong deposit flows, which were invested in securities. Despite the decline
of the Company's net interest margin, overall net interest income continues to
reflect good growth.
    The provision for loan losses of $2.25 million was flat from the third
quarter of 2002 and up $225,000 from the same quarter a year ago. The
allowance for possible loan losses was $48.2 million at December 31, 2002,
unchanged from September 30, 2002 and up from $45.3 million at December 31,
2001. Nonperforming assets plus loans 90 days past due and still accruing were
$17.9 million at December 31, 2002, down $1.7 million from the third quarter
of 2002 and up $253,000 from December 31, 2001. As a percentage of total
loans, nonperforming assets decreased to 49 basis points at December 31, 2002
compared to 54 basis points at September 30, 2002 and 46 basis points for the
same quarter a year ago. Net charge-off activity totaled $2.2 million for the
fourth quarter of 2002, compared with $2.0 million for the fourth quarter of
2001. Net charge-offs were $8.4 million for 2002 compared with $7.1 million in
2001. As a percentage of average loans, charge-offs were 28 basis points in
2002 compared with 25 basis points for 2001.
    Noninterest income amounted to $19.6 million for the fourth quarter of
2002, up from $15.6 million for the same quarter of 2001.  The primary drivers
of the increase were higher gains on sales of mortgages due to increasingly
strong refinancing activity, and higher levels of other noninterest income.
The increase in other noninterest income was driven by gains on sales of
securities of $10.2 million, which was offset by higher amortization on
mortgage servicing rights (MSR) of $250,000 and further provisions for
impairment to the MSR asset of $7.3 million.  The company rebalanced its
securities portfolio during the fourth quarter and realized significant gains
as a result of continued declining market interest rates. The impairment
charge on the MSR asset resulted from a rapid acceleration of prepayment
speeds associated with the underlying loans in the fourth quarter. Additional
offsets to the gains of sales of securities were higher employee benefits of
approximately $900,000 (primarily due to increased medical costs) and $800,000
of increased operating charge-offs (see below).
    Noninterest expenses were $39.9 million for the fourth quarter of 2002, up
from $37.0 million in the third quarter of 2002 and $34.7 million for the
fourth quarter of 2001.  Salaries and employee benefits increased $3.5 million
from the fourth quarter of 2001.  The inclusion of ONB in 2002 amounted to
approximately $1.3 million of the variance in salaries and benefits.  In
addition, sales-based incentive compensation increased $664,000 and, as
discussed above, employee benefits increased from the same period a year ago.
Other noninterest expense increased $1.6 million, of which approximately half
resulted from higher levels of operating charge-offs. This increase in
operating charge-offs primarily related to the auto lease portfolio in which
the Company continues to experience losses in excess of its insurance
proceeds, due to softness in the wholesale auto market. The Company has exited
the lease financing market and the portfolio continues to run off.
    Amortization of intangibles decreased $507,000 from the fourth quarter of
2001 to $348,000 in the fourth quarter of 2002 due to the adoption of FAS 142,
which eliminated goodwill amortization effective January 1, 2002.  The
intangible amortization recognized in 2002 relates to the core deposit
intangibles from the ONB and the Bank of Western Massachusetts acquisitions.
    In noninterest income on a year-over-year basis, increases were seen in
service charges on deposit accounts, insurance commissions and other income.
Gains on sales of loans were down $1.1 million from 2001 primarily because of
the sale of the Company's retail credit card portfolio in 2001, which
generated a $4.6 million gain. Gains on sales of residential mortgage loans
were $3.5 million higher in 2002 due to increased market activity, as noted
above. Total securities gains realized in 2002 were $10.6 million compared
with a $72,000 loss in 2001. Year-to-date items offsetting the securities
gains were MSR impairment provisions of $8.5 million, increased MSR
amortization of $1.3 million, and a $571,000 write-down taken in the third
quarter relating to one of the Company's CRA equity investments.
    Year-to-date noninterest expenses were up $15.8 million from 2001
primarily due to increases in salaries and benefits, net occupancy expense and
other noninterest expenses. Salaries and benefits increased primarily due to
the acquisition of ONB and MBT, which accounted for $6.8 million of the
increase, sales-based incentive payments, which were $1.9 million higher in
2002 and performance-based incentive accruals, which were up $1.5 million from
a year ago. Net occupancy increased $1.8 million; substantially all of which
is attributed to the ONB acquisition. Amortization of intangibles decreased
$1.7 million from 2001 due to the adoption of FAS 142. In addition, other
noninterest expense increased approximately $2.8 million from a year ago, with
operating charge-offs comprising approximately $1.3 million of the increase.
    The return on average equity was 16.12% for 2002, compared with 16.55% in
2001. The return on average assets for 2002 was 1.40%, compared with 1.51% for
2001.
    Kirk W. Walters, Executive Vice President and Chief Financial Officer of
Chittenden Corporation, will host a conference call to discuss these earnings
results at 10:30 a.m. Eastern Time on January 16, 2003.  Interested parties
may access the conference call by calling 877-692-2137 or 973-872-3100 in the
New York City area.  Participants are asked to call in a few minutes prior to
the call in order to register for the event. Internet access to the call is
also available (listen only) by going to the Investor Resources section of the
Company's website at http://www.chittendencorp.com. A replay of the call will
be available through January 23, 2003, by calling 877-519-4471 or 973-341-3080
in the New York City area (pin number is 3684563 for both telephone numbers)
or by going to the chittendencorp.com website.
    The Company may answer one or more questions concerning business and
financial developments and trends and other business and financial matters
affecting the Company, some of the responses to which may contain information
that has not previously been disclosed.
    Chittenden is a bank holding company with total assets of $4.9 billion at
December 31, 2002. Its subsidiary banks are Chittenden Bank, The Bank of
Western Massachusetts, Flagship Bank and Trust Company, Maine Bank & Trust
Company and Ocean National Bank.  Chittenden Bank also operates under the name
Mortgage Service Center, and it owns Chittenden Insurance Group, and
Chittenden Securities, Inc.  The Company offers a broad range of financial
products and services, including deposit accounts and services; consumer,
commercial, and public sector loans; insurance; brokerage; and investment and
trust services to individuals, businesses, and the public sector.  To find out
more about Chittenden and its products, visit our web site at
http://www.chittenden.com.


     CHITTENDEN CORPORATION
     SELECTED FINANCIAL DATA
     (Unaudited)
     (In Thousands, except for ratios, shares and per share amounts)


    Period End Balance Sheet Data
                          12/31/02       9/30/02      6/30/02      12/31/01

    Cash and Cash
     Equivalents          $192,142      $300,184     $195,884      $308,023

    Securities Available
     For Sale            1,497,111     1,424,513    1,232,549       826,495
    FHLB Stock              17,030        14,967       14,967        13,613
    Loans Held For Sale     94,874        62,055       27,556        50,208

    Loans:
      Commercial           568,224       567,939      583,557       559,752
      Municipal             77,820        97,912       44,107        85,479
      Real Estate:
        Residential        861,706       895,472      914,141       855,561
        Commercial       1,103,897     1,067,702    1,043,889       903,819
        Construction        85,512        81,232       78,995        79,801
         Total Real
          Estate         2,051,115     2,044,406    2,037,025     1,839,181
      Consumer             276,704       293,248      301,634       353,765

    Total Loans          2,973,863     3,003,505    2,966,323     2,838,177
    Less: Allowance
     for Loan Losses      (48,197)      (48,187)     (48,994)      (45,268)
    Net Loans            2,925,666     2,955,318    2,917,329     2,792,909

    Other Real Estate Owned    158             -          230           703
    Goodwill                55,257        55,911       58,249        29,341
    Other Assets           138,306       152,835      148,808       132,422

    Total Assets        $4,920,544    $4,965,783   $4,595,572    $4,153,714

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
    Deposits:
      Demand              $684,077      $681,595     $627,498      $620,828
      Savings              400,616       397,545      393,025       346,974
      NOW and Money
       Market Accounts   2,118,539     2,162,630    1,922,452     1,870,835
      Certificates of
       Deposit less
       than $100,000       691,467       691,873      682,636       634,992
      Certificates
       of Deposit
       $100,000 and Over   231,393       237,948      198,607       196,217
    Total Deposits       4,126,092     4,171,591    3,824,218     3,669,846

    Borrowings             173,654       178,189      177,729        44,409
    Company Obligated,
     Mandatorily Redeemable
     Securities
     Of Subsidiary Trust   125,000       125,000      125,000             -
    Accrued Expenses
     and Other Liabilities  77,006        76,651       69,298        68,805
    Total Liabilities    4,501,752     4,551,431    4,196,245     3,783,060

    Total Stockholders'
     Equity                418,792       414,352      399,327       370,654

    Total Liabilities
     and Stockholders'
     Equity             $4,920,544    $4,965,783   $4,595,572    $4,153,714

    Book Value per
     Common Share           $13.11        $12.97       $12.39        $11.56
    Common Shares
     Outstanding        31,939,470    31,940,640   32,235,058    32,070,446

    Credit Quality Data
    Nonperforming Assets
     (including OREO)      $14,960       $16,415      $10,872       $13,077
    90 days past due
     and still accruing      2,953         3,213        2,477         4,583
    Total                  $17,913       $19,628      $13,349       $17,660
    Nonperforming Assets
     to Loans Plus OREO      0.49%         0.54%        0.36%         0.46%
    Allowance to Loans       1.57%         1.57%        1.64%         1.59%
    Allowance to
     Nonperforming Loans
     (excluding OREO)      325.64%       293.56%      460.38%       365.83%

    QTD Average Balance Sheet Data
    Loans, Net          $3,007,081    $2,988,405   $2,997,613    $2,854,543
    Earning Assets       4,588,801     4,443,815    4,163,108     3,855,444
    Total Assets         4,869,802     4,727,637    4,436,263     4,091,763
    Deposits             4,088,425     3,951,162    3,851,574     3,610,085
    Stockholders' Equity   413,449       405,783      385,039       370,032



     CHITTENDEN CORPORATION
     CONSOLIDATED STATEMENTS OF INCOME
     (Unaudited)
     (In Thousands, except for ratios, shares and per share amounts)

                              For the Three Months     For the Twelve Months
                               Ended December 31,         Ended December 31,
                              2002          2001         2002          2001

    Interest Income:
     Interest on Loans     $47,404       $51,091     $194,121      $223,661
     Interest on
      Investments           18,404        12,561       64,898        42,836
     Total Interest Income  65,808        63,652      259,019       266,497


    Interest Expense:
      Deposits              12,994        19,098       58,813        93,046
      Borrowings             2,710           687        7,591         3,146
    Total Interest Expense  15,704        19,785       66,404        96,192


    Net Interest Income     50,104        43,867      192,615       170,305
    Provision for Loan
     Losses                  2,250         2,025        8,331         8,041


    Net Interest Income after Provision
     for Loan Losses        47,854        41,842      184,284       162,264


    Noninterest Income:
    Investment
     Management Income       3,851         4,163       15,601        15,722
    Service Charges on
     Deposit Accounts        4,107         3,670       16,026        14,294
    Gains on Sales
     of Loans, Net           3,366         2,406       10,068        11,207
    Merchant Services &
     Credit Card Income,
     Net                       941           922        3,656         3,964
    Insurance Commissions,
     Net                       728           697        3,733         3,391
    Other                    6,568         3,785       15,976        15,155
    Total Noninterest
     Income                 19,561        15,643       65,060        63,733


    Noninterest Expense:
    Salaries and Employee
     Benefits               22,662        19,167       88,073        74,851
    Net Occupancy Expense    4,980         4,441       19,526        17,744
    Other Real Estate
     Owned, Net               (17)            18        (293)            86
    Amortization of
     Intangibles               348           855        1,279         2,963
    Other                   11,882        10,246       42,959        40,117
    Total Noninterest
     Expense                39,855        34,727      151,544       135,761

    Income Before Income
     Taxes                  27,560        22,758       97,800        90,236
    Income Tax Expense       9,764         7,906       34,155        31,735
    Net Income             $17,796       $14,852      $63,645       $58,501


    Weighted Average Common
    Shares Outstanding  31,939,820    32,039,223   32,105,864    32,163,734

    Weighted Average
     Common and Common
     Equivalent Shares
     Outstanding        32,259,266    32,420,335   32,495,402    32,547,029


    Earnings Per Share,
     Basic                   $0.56         $0.46        $1.98         $1.82
    Earnings Per Share,
     Diluted                  0.55          0.46         1.96          1.80
    Dividends Per Share       0.20          0.19         0.79          0.76
    Return on Average
     Equity                 17.08%        15.92%       16.12%        16.55%
    Return on Average
     Assets                  1.45%         1.44%        1.40%         1.51%
    Net Yield on Earning
     Assets                  4.38%         4.59%        4.53%         4.74%


SOURCE Chittenden Corporation




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    CONTACT:
    Kirk W. Walters of Chittenden Corporation,
    +1-802-660-1561