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Chittenden Corporation Reports Record Earnings and Announces Quarterly Dividend

    BURLINGTON, Vt., Jan. 19 /PRNewswire-FirstCall/ -- Chittenden Corporation
(NYSE: CHZ) Chairman, President and Chief Executive Officer, Paul A. Perrault,
today announced record earnings for the quarter ended December 31, 2005, of
$21.8 million, or $0.46 per diluted share. For the twelve months of 2005,
earnings were a record $83.4 million, 11% higher than in 2004, or $1.77 per
diluted share. Chittenden also announced its quarterly dividend of $0.18 per
share, which will be paid on February 10, 2006, to shareholders of record on
January 27, 2006.

    FOURTH QUARTER 2005 FINANCIAL HIGHLIGHTS
    * Earnings were 9% higher than the same period in 2004 driven by expanding
      net interest income, excellent credit quality and strong expense
      control.
    * Total loans increased more than 10% from year-end 2004 with strong
      growth in several commercial categories.
    * Total deposits also experienced strong organic growth of more than 9%
      from December 31, 2004.
    * The efficiency ratio declined to 54.37% for the fourth quarter of 2005,
      which is the lowest level in the last six years.
    * Nonperforming assets (NPAs) declined 19% from the end of 2004 and the
      NPAs to loans ratio of 36 basis points is the lowest in six years.
      Chittenden experienced only 5 basis points in net charge-offs for 2005
      which is the lowest level in more than 10 years.

    In making the announcement, Perrault said, "I am extremely pleased to
report these record setting results. We have proven time and time again that
we can make progress in a variety of economic cycles. I expect as interest
rates begin to stabilize in 2006 that the numerous competitive pressures we
face will only intensify. Maintaining our usual diligence and focus on
providing thoughtful financial solutions for customers will be critical to our
ability to continue to consistently deliver strong results."

    ASSETS
    Total assets increased approximately $394 million or 6.5% from a year ago
to $6.5 billion at December 31, 2005. Total loans increased $410 million to
$4.5 billion at December 31, 2005. The increases were attributable to
continued growth across all loan categories, particularly in the commercial
and commercial real estate portfolios, residential real estate loans, and
municipal loans. The growth in commercial and commercial real estate was
particularly strong in Vermont, New Hampshire and Massachusetts. In addition,
financings for commercial customers also influenced the construction loan
portfolio growth, which increased $18 million from year-end 2004.

    LIABILITIES
    Total deposits increased $476 million from year-end 2004 and $121 million
from September 30, 2005. The increase from December 31, 2004 was driven
primarily by commercial and municipal customers and resulted in higher
activity in demand, CMA/money market accounts, and jumbo CDs.  Borrowings at
December 31, 2005 were $227 million, compared with $356 million at December
31, 2004 and $244 million at September 30, 2005. The decrease from December
31, 2004 was due to higher levels of deposits, which were utilized to reduce
short-term borrowings and fund loan growth.

    NET INTEREST INCOME
    Net interest income on a tax equivalent basis for the three months ended
December 31, 2005 was $63.7 million, which was up approximately $900,000 on a
linked quarter basis and $4.1 million from the same period a year ago.  The
increase in net interest income from the same period a year ago was due to
continued growth in average earning assets as well as a higher net interest
margin. The Company's net interest margin for the fourth quarter was 4.30%, an
increase of 3 basis points from the fourth quarter of last year and a decrease
of 5 basis points from the third quarter of 2005. The increase in the net
interest margin from the same period a year ago primarily related to a higher
yield on loans, which was driven by increases in the prime rate, as well as
continued improvement in the Company's asset mix. The decline on a linked
quarter basis was due to higher funding costs, slower loan growth and lower
interest recoveries on non-performing assets. For 2005 the net interest margin
was 4.31% compared with 4.21% for 2004.

    NONINTEREST INCOME
    Noninterest income for the fourth quarter of 2005 was $17.4 million, up
$528,000 from the same period a year ago and down $327,000 on a linked quarter
basis. Investment management and trust income declined $275,000 from the same
period in 2004 primarily due to lower annuity sales. Mortgage servicing income
increased $867,000 from the fourth quarter of 2004 due to lower impairment
charges and lower amortization. Gains on sales of mortgage loans decreased
$303,000 from the fourth quarter of 2004 due to lower volumes of loan sales
caused by higher mortgage interest rates. Other noninterest income increased
$569,000 from the same period in 2004 primarily due to higher late fees,
payroll services income and other income. The decrease in noninterest income
from the third quarter of 2005 was due to lower gains on sales of loans and
insurance commissions.

    NONINTEREST EXPENSE
    Noninterest expense was $45.2 million for the fourth quarter of 2005, an
increase of $568,000 on a linked quarter basis and $2.2 million from the same
period a year ago.  The increase on a linked quarter basis was due to higher
other expense, which was partially offset by lower salary expense. The
increase in other expense was primarily due to higher marketing, accounting
and miscellaneous charge-offs. The lower salary expense related to reduced
levels of incentive compensation, as well as lower sales based commissions.
The increase from the same quarter a year ago is primarily a result of higher
employee benefits, net occupancy and other expense. The increase in employee
benefits related to higher pension costs. Net occupancy expense increased due
to higher utility and property expenses as well as the opening of new branches
in Westborough, Massachusetts and Manchester, New Hampshire. The increase in
other expenses was primarily due to higher marketing, accounting and legal
expense.

    INCOME TAXES
    The effective income tax rates for 2005 were 35.7% for the fourth quarter
and 36.1% for the full year compared with 36.0% and 36.4% for the respective
periods in 2004. The lower effective income tax rates were primarily
attributable to higher levels of tax-exempt municipal loan interest income.

    CREDIT QUALITY
    Net charge-offs as a percentage of average loans were 2 basis points in
the fourth quarter and 5 basis points for the year ended December 31, 2005,
compared to 3 basis points and 7 basis points for the respective periods in
2004. Net charge-offs on a year-to-date basis totaled $2.2 million compared
with $2.8 million in 2004. Nonperforming assets were $16.2 million at December
31, 2005, down 11% from September 30, 2005 and 19% from December 31, 2004.
Nonperforming assets as a percentage of total loans at the end of the fourth
quarter of 2005 were 36 basis points, which was down from 41 basis points in
the third quarter of 2005 and 49 basis points at the end of 2004. As a
percentage of total loans, the allowance for credit losses was 1.38%, down
from 1.39% at September 30, 2005, and 1.45% at December 31, 2004.

    EARNINGS CONFERENCE CALL
    Kirk W. Walters, Executive Vice President and Chief Financial Officer of
Chittenden Corporation, will host a conference call on January 19, 2006 at
10:30 am eastern time to discuss these earnings results.  The Company may
answer one or more questions concerning business and financial developments
and trends and other business. Some of the responses to these questions may
contain information that has not been previously disclosed. Interested parties
may access the conference call by calling 800-659-1966, passcode 70580966.
International dial-in number is 617-614-2711.  Participants are asked to call
in a few minutes prior to the call to allow time for registration. Internet
access to the call is also available (listen only) by clicking "webcasts"
under the Investor Resources section of the Company's website at
http://www.chittendencorp.com. A replay of the call will be available through
January 26, 2006 by calling 888-286-8010 (International dial number is 617-
801-6888), passcode 34931005. A replay of the call will also be available on
the Company's website at the address above for an extended period of time.

    Chittenden is a bank holding company headquartered in Burlington, Vermont.
Through its subsidiary banks(1), the Company offers a broad range of financial
products and services to customers throughout Northern New England and
Massachusetts, including deposit accounts and services; commercial and
consumer loans; insurance; and investment and trust services to businesses,
individuals, and the public sector. Chittenden Corporation's news releases,
including earnings announcements, are available on the Company's website.

    This press release contains statements that may be considered forward-
looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Chittenden
intends for these forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and is including this statement for purposes of
complying with these safe harbor provisions. These forward-looking statements
are based on current plans and expectations, which are subject to a number of
risk factors and uncertainties that could cause future results to differ
materially from historical performance or future expectations.
    These differences may be the result of various factors, including changes
in general, national or regional economic conditions, changes in loan default
and charge-off rates, reductions in deposit levels necessitating increased
borrowing to fund loans and investments, changes in interest rates, changes in
levels of income and expense in noninterest income and expense related
activities, competition and other risk factors.
    For further information on these risk factors and uncertainties, please
see Chittenden's filings with the Securities and Exchange Commission,
including Chittenden's Annual Report on Form 10-K for the year ended December
31, 2004. Chittenden undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events or other changes.

    (1) Chittenden's subsidiaries are Chittenden Trust Company, The Bank of
Western Massachusetts, Flagship Bank and Trust Company, Maine Bank & Trust
Company, and Ocean National Bank. Chittenden Trust Company also operates under
the names Chittenden Bank, CHZ Services Group, Mortgage Service Center, and it
owns Chittenden Insurance Group, and Chittenden Securities, Inc.



                            CHITTENDEN CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)
                                (In Thousands)

    Assets:            12/31/05     9/30/05    6/30/05     3/31/05   12/31/04

    Cash and Cash
     Equivalents       $180,707    $150,409   $176,425    $146,861   $136,468

    Securities
     Available For
     Sale             1,383,909   1,348,521  1,363,180   1,409,434  1,446,221
    FRB / FHLB Stock     19,352      19,352     19,352      19,352     19,243
    Loans Held For
     Sale                19,737      34,774     22,611      22,131     33,535

    Loans:
     Commercial &
      Industrial        848,420     841,430    831,537     812,050    801,369
     Municipal          160,357     156,630     79,070      98,128    106,120
     Multi-Family       196,590     192,563    185,920     180,632    182,541
     Commercial Real
      Estate          1,778,202   1,760,621  1,736,665   1,651,247  1,590,457
     Construction       192,165     173,909    124,648     133,799    174,283
     Residential Real
      Estate            737,462     724,873    733,472     712,133    688,017
     Home Equity
      Credit Lines      316,465     316,733    307,866     297,649    294,656
     Consumer           257,829     259,865    255,239     242,239    239,750
    Total Loans       4,487,490   4,426,624  4,254,417   4,127,877  4,077,193
     Less: Allowance
      for Loan Losses   (60,822)    (61,468)   (60,805)    (59,811)   (59,031)
    Net Loans         4,426,668   4,365,156  4,193,612   4,068,066  4,018,162

    Accrued Interest
     Receivable          32,621      29,202     29,689      28,443     28,956
    Other Assets         84,511      81,616     78,629      66,746     64,970
    Premises and
     Equipment, net      69,731      70,509     71,632      72,336     74,271
    Mortgage
     Servicing Rights    13,741      12,970     12,073      12,074     11,826
    Identified
     Intangibles         17,655      18,320     18,983      19,648     20,422
    Goodwill            216,038     216,136    216,136     216,136    216,136

    Total Assets     $6,464,670  $6,346,965 $6,202,322  $6,081,227 $6,070,210

                     LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
    Deposits:
     Demand            $973,752    $988,096   $934,234    $881,954   $890,561
     Savings            489,734     499,119    502,525     514,215    519,623
     NOW                861,000     891,058    908,148     898,720    890,701
     CMAs/ Money
      Market          1,749,878   1,592,743  1,418,634   1,527,753  1,577,474
     Certificates of
      Deposit less
      than $100,000     814,289     814,435    811,389     763,502    735,577
     Certificates of
      Deposit $100,000
      and Over          625,682     607,897    569,505     477,019    424,794
    Total Deposits    5,514,335   5,393,348  5,144,435   5,063,163  5,038,730

    Securities Sold
     Under Agreements
     to Repurchase       56,315      64,114     56,775      91,443     76,716
    Other Borrowings    171,008     179,552    296,903     254,418    279,755
    Accrued Expenses
     and Other
     Liabilities         60,488      63,428     64,466      54,721     54,752
    Total
     Liabilities      5,802,146   5,700,442  5,562,579   5,463,745  5,449,953

    Stockholders'
     Equity:
    Common Stock         50,220      50,220     50,210      50,207     50,204
    Surplus             251,825     250,009    249,117     248,864    249,036
    Retained Earnings   434,644     421,180    407,865     395,410    384,679
    Treasury Stock,
     at cost            (60,801)    (65,684)   (67,657)    (68,233)   (69,246)
    Other Comprehensive
     Income             (18,968)    (14,595)    (4,978)    (13,747)       672
    Directors Deferred
     Compensation to
     be Settled in
     Stock                5,604       5,400      5,197       4,996      4,930
    Unearned Portion
     of Employee
     Restricted Stock         -          (7)       (11)        (15)       (18)
    Total Stockholders'
     Equity             662,524     646,523    639,743     617,482    620,257

    Total
     Liabilities and
     Stockholders'
     Equity          $6,464,670  $6,346,965 $6,202,322  $6,081,227 $6,070,210



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


                            For the Three Months    For the Twelve Months
                             Ended December 31,       Ended December 31,
                             2005         2004        2005         2004

    Interest Income:
     Loans                 $71,834      $56,302     $261,359     $209,107
     Investments            14,960       15,359       58,883       60,660
    Total Interest Income   86,794       71,661      320,242      269,767

    Interest Expense:
     Deposits               20,904       10,300       63,926       36,439
     Borrowings              2,857        2,167       12,003        7,830
    Total Interest Expense  23,761       12,467       75,929       44,269

    Net Interest Income     63,033       59,194      244,313      225,498
    Provision for Credit
     Losses                  1,354        1,825        5,154        4,377

    Net Interest Income
     after Provision for
     Credit Losses          61,679       57,369      239,159      221,121

    Noninterest Income:
     Investment Management
      and Trust              5,047        5,322       20,017       21,622
     Service Charges on
      Deposits               3,926        4,179       16,113       17,886
     Mortgage Servicing
      Income (Loss)            607         (260)       1,829          159
     Gains on Sales of
      Loans, Net             2,301        2,604        9,021        9,661
     Gains on Sales of
      Securities                 -          107            6        2,335
     Loss on Prepayments
      of Borrowings              -            -            -       (1,194)
     Credit Card, Net        1,193        1,074        4,536        4,150
     Insurance Commissions,
      Net                    1,134        1,223        6,365        6,966
     Other                   3,243        2,674       12,077       11,820
    Total Noninterest
     Income                 17,451       16,923       69,964       73,405

    Noninterest Expense:
     Salaries               21,655       21,302       87,374       84,619
     Employee Benefits       5,717        5,281       22,218       21,958
     Net Occupancy           5,900        5,410       24,094       22,669
     Data Processing           951          916        3,457        6,188
     Amortization of
      Intangibles              665          774        2,768        3,077
     Conversion and
      Restructuring Charges      -          291            -        2,266
     Other                  10,340        9,022       38,797       35,595
    Total Noninterest
     Expense                45,228       42,996      178,708      176,372

    Income Before Income
     Taxes                  33,902       31,296      130,415      118,154
    Income Tax Expense      12,086       11,268       47,024       43,027

    Net Income             $21,816      $20,028      $83,391      $75,127

    Basic Earnings
     Per Share               $0.46        $0.43        $1.79        $1.63
    Diluted Earnings
     Per Share                0.46         0.43         1.77         1.61
    Dividends Per Share       0.18         0.18         0.72         0.70



                            CHITTENDEN CORPORATION
                      SELECTED QUARTERLY FINANCIAL DATA
                                 (Unaudited)
             (In thousands, except ratios and per share amounts)

                         12/31/05    9/30/05    6/30/05    3/31/05   12/31/04
    Selected Financial
     Ratios
    Return on Average
     Tangible Equity (1)    20.91%     21.25%     21.37%     20.35%     21.25%
    Return on Average
     Equity                 13.29%     13.39%     13.27%     12.46%     12.95%
    Return on Average
     Tangible Assets (1)     1.43%      1.46%      1.44%      1.36%      1.39%
    Return on Average
     Assets                  1.35%      1.38%      1.36%      1.28%      1.31%
    Net Yield on Earning
     Assets                  4.30%      4.35%      4.29%      4.30%      4.27%
    Efficiency Ratio (1)    54.37%     54.56%     57.14%     58.07%     55.64%

    Tangible Capital Ratio   6.88%      6.74%      6.78%      6.53%      6.58%
    Leverage Ratio           9.09%      9.08%      8.78%      8.66%      8.42%
    Tier 1 Capital Ratio    11.05%     10.72%     10.56%     10.46%     10.44%
    Total Capital Ratio     12.23%     11.89%     11.75%     11.65%     11.64%

    Common Share Data
    Common Shares
     Outstanding           46,829     46,557     46,437     46,402     46,342
    Weighted Average
     Shares Outstanding    46,690     46,519     46,414     46,385     46,293
    Weighted Average and
     Common
      Equivalent Shares
       Outstanding         47,291     47,109     46,901     46,918     46,960

    Book Value per Share   $14.15     $13.89     $13.78     $13.31     $13.38
    Tangible Book Value
     per Share(1)           $9.16      $8.85      $8.71      $8.23      $8.28

    Credit Quality Data
    Nonperforming Assets
     (including OREO)     $16,194    $18,299    $23,150    $20,692    $20,024
    90 days past due and
     still accruing         3,038      2,720      1,981      4,543      2,604
      Total               $19,232    $21,019    $25,131    $25,235    $22,628
    Nonperforming Assets
     to Loans Plus OREO     0.36%       0.41%      0.54%      0.50%      0.49%

    Allowance for Loan
     Losses              $60,822     $61,468    $60,805    $59,811    $59,031
    Reserve for Unfunded
     Commitments           1,200           -          -          -          -
    Allowance for Credit
     Losses              $62,022     $61,468    $60,805    $59,811    $59,031

    Allowance for credit
     losses to Loans        1.38%       1.39%      1.43%      1.45%      1.45%
    Allowance for credit
     losses to Loans
     (excluding
     Municipals)            1.43%       1.44%      1.46%      1.48%      1.49%
    Allowance for credit
     losses to
     Nonperforming Loans  392.06%     335.92%    262.71%    289.29%    296.41%

    Gross Charge-offs     $1,840      $1,668     $1,313     $1,154     $2,821
    Gross Recoveries       1,040       1,006        907        859      1,428
    Net Charge-offs         $800        $662       $406       $295     $1,393

    Net Charge-offs to
     Average Loans          0.02%       0.01%      0.01%      0.01%      0.03%

    QTD Average
     Balance Sheet
     Data
    Securities        $1,378,688  $1,341,648 $1,409,045 $1,450,210 $1,495,302
    Loans, Net         4,408,205   4,316,317  4,174,491  4,057,647  4,000,917
    Earning Assets     5,895,121   5,738,499  5,644,833  5,568,124  5,572,226
    Total Assets       6,410,105   6,248,866  6,143,001  6,060,179  6,089,616
    Deposits           5,454,388   5,270,406  5,085,064  5,000,949  5,128,344
    Borrowings           246,660     272,257    367,617    386,613    291,919
    Stockholders'
     Equity              651,487     642,803    629,042    621,276    615,420



    1. Reconciliation of non-GAAP measurements to GAAP

    Net Income (GAAP)   $21,816      $21,687    $20,806    $19,082    $20,028
    Amortization of
     core deposit
     intangible,
     net of tax             432          432        431        503        503
    Tangible Net
     Income (A)          22,248       22,119     21,237     19,585     20,531

    Average Equity
     (GAAP)             651,487      642,803    629,042    621,276    615,420
    Average Core
     Deposit Intangible  17,992       18,688     19,417     20,155     20,919
    Average Deferred
     Tax on CDI          (4,785)      (4,960)    (5,136)    (5,311)    (6,392)
    Average Goodwill    216,103      216,136    216,136    216,136    216,502
    Average Tangible
     Equity (B)         422,177      412,939    398,625    390,296    384,391

    Return on Average
     Tangible Equity
     (A)/(B)              20.91%       21.25%     21.37%     20.35%     21.25%

    Average Assets
     (GAAP)           6,410,105    6,248,866  6,143,001  6,060,179  6,089,616
    Average Core
     Deposit
     Intangible          17,992       18,688     19,417     20,155     20,919
    Average Deferred
     Tax on CDI          (4,785)      (4,960)    (5,136)    (5,311)    (6,392)
    Average Goodwill    216,103      216,136    216,136    216,136    216,502
    Average Tangible
     Assets (C)       6,180,795    6,019,002  5,912,584  5,829,199  5,858,587

    Return on Average
     Tangible Assets
     (A)/(C)               1.43%        1.46%      1.44%      1.36%      1.39%

    Efficiency Ratio: is computed by dividing total noninterest expense (less
oreo expense, amortization expense and any nonrecurring items) by the sum of
net interest income on a tax equivalent basis and total noninterest income
(exclusive of gains and losses from bank investment securities, and
nonrecurring items). The Company uses this non-GAAP measure, which is used
widely in the banking industry, to provide important information regarding its
operational efficiency, e.g. (45,228+48-665-488) / (63,703+17,451) = 54.37%.

    Tangible book value: is computed by subtracting goodwill and identified
intangibles from equity, and dividing the resultant number by common shares
outstanding, e.g. (662,524-17,655-216,038) / 46,829= $9.16.

    While the Company's management uses non-GAAP measures for operational and
investment decisions and believes that these measures are among several useful
measures for understanding its operating results and financial condition,
these measures should not be construed as a substitute for GAAP measures. Non-
GAAP measures should be read and used in conjunction with the Company's
reported GAAP operating results and financial information.

    2. The reserve for unfunded commitments is included in other liabilities
on the accompanying consolidated balance sheet.


SOURCE Chittenden Corporation




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    CONTACT:
    Debra Kaigle of Chittenden Corporation,
    +1-802-660-1436