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Chittenden Reports Earnings and Quarterly Dividend

    BURLINGTON, Vt., Jan. 20 /PRNewswire-FirstCall/ -- Chittenden Corporation
(NYSE: CHZ) Chairman, President and Chief Executive Officer, Paul A. Perrault,
today announced earnings for the year ended December 31, 2004 of $75.1 million
or $1.61 per diluted share, compared to $74.8 million or $1.66 per diluted
share a year ago. For the fourth quarter of 2004, net income was $20.0 million
or $0.43 per diluted share, compared to $19.7 million or $0.43 per diluted
share earned in the fourth quarter of 2003. Chittenden also announced its
quarterly dividend of $0.18 per share. The dividend will be paid on February
11, 2005, to shareholders of record on January 28, 2005.
    In making the announcement, Perrault said, "We accomplished many important
things internally in 2004, including the core data processing systems
conversion and the merger of Granite Bank into Ocean National Bank. At the
same time significant progress was made externally, as evidenced by double
digit growth in both commercial and commercial real estate loans. I look
forward to putting these developments to the advantage of our shareholders,
customers, and employees in 2005."
    Total loans increased $97 million from September 30, 2004 and $352 million
from December 31, 2003. Both the quarter to date (on an annualized basis) and
the year over year increases were approximately 9.5%. The increase in both
periods was primarily driven by growth in the Company's commercial (22%
increase year over year) and commercial real estate (11% increase year over
year) loan portfolios. In addition, financings for commercial customers also
influenced the Company's construction loan portfolio growth, which increased
$33 million from year-end 2003 and $30 million from September 30, 2004.
Consumer loans declined from both the prior year-end and on a linked quarter
basis. This decrease was primarily due to runoff in the Company's discontinued
indirect auto lease portfolio. Runoff from the prior year in the 1-4 family
residential real estate portfolio was more than offset by growth in home
equity lines of credit.
    Total deposits increased $69 million from a year ago and declined $54
million from the third quarter. The decline from the prior quarter was due to
the Company's normal seasonal trends, driven primarily by municipal and
commercial customers. The increase from the prior year-end was primarily
attributable to higher levels of deposits from our commercial customers in our
Vermont and New Hampshire franchises. Borrowings increased from both the third
quarter as well as from the prior year-end due to higher levels of short-term
borrowings, which resulted from the seasonal declines in deposits and the
strong loan growth in the fourth quarter.
    The Company's net interest margin for the fourth quarter was 4.27%,
compared with 4.20% for the third quarter of 2004 and 4.14% for the same
period in 2003. For 2004 the net interest margin was 4.21% compared with 4.12%
for 2003. The increase in net interest margin primarily related to higher
yields on loans due to increases in the prime rate as well as continued
improvement in the Company's asset mix.
    Net charge-offs as a percentage of average loans were 3 basis points in
the fourth quarter and 7 basis points for the year ended December 31, 2004,
compared to 8 basis points and 16 basis points for the respective periods in
2003. Net charge-offs on a year-to-date basis totaled $2.8 million compared
with $5.8 million in 2003. Nonperforming assets were $20.0 million at December
31, 2004, down $1.5 million from September 30, 2004. As a percentage of total
loans this represented 49 basis points, down 5 basis points from the third
quarter and up from the unusually low level in the fourth quarter of 2003 of
39 basis points. The provision for loan losses was $4.4 million in 2004
compared to $7.2 million in 2003. Continued lower levels of net charge-offs,
and strong asset quality drove the provision for 2004. As a percentage of
total loans, the allowance for loan losses was 1.45%, down from 1.47% at
September 30, 2004, primarily as a result of continued loan growth.
    Noninterest income for the fourth quarter of 2004 declined $6.0 million
from the same quarter of 2003. The primary drivers of the decline were lower
securities gains, mortgage banking revenues and retail investment income.
Gains on sales of securities were $107,000 in the fourth quarter of 2004,
compared with $3.0 million in 2003. Securities gains in the fourth quarter of
2003 were substantially offset by $916,000 in losses on the prepayment of
borrowings and $2.2 million in conversion and restructuring charges. Mortgage
banking revenues declined $2.5 million from the fourth quarter of 2004 due to
a 50% decline in loan sales volumes. Retail investment income declined
$449,000 primarily due to lower annuity sales at Chittenden Securities, Inc.
    Noninterest income for the year ended December 31, 2004 was $73.4 million,
a decline of $23.6 million from the prior year. Lower levels of gains on sales
of securities and mortgage loans, net of lower losses on prepayments of
borrowings, accounted for all of the variance. Excluding these items,
noninterest income was $1.6 million higher in 2004 than in 2003, driven
primarily by higher levels of investment management income, which offset lower
levels of retail investment income. Also included in the 2004 other income
amount was $1.3 million in gains on sales of two branches.
    Noninterest expenses were $43.0 million for the fourth quarter of 2004
compared with $48.1 million for the same period in 2003. Conversion and
restructuring charges in the fourth quarter of 2004 were $291,000, a decline
of $1.9 million from the similar quarter a year ago. The 2003 restructuring
charges primarily related to $1.8 million for the consolidation of 11 branches
and the closure of 30 offsite ATMs. Data processing expense declined $1.5
million, as a result of the Company's core data processing conversion in the
second quarter of 2004. Salaries were approximately $1.0 million lower than
the year ago level and other noninterest expenses declined $719,000.
    In 2004 noninterest expenses were $15 million lower than in 2003,
primarily driven by $6.7 million in reduced conversion and restructuring
charges. An additional $4.8 million was due to reduced salary expenses, driven
by lower staffing and reduced levels of incentive compensation. Lower levels
of data processing expenses also accounted for $3.2 million of the decline.
Increased employee benefits costs, driven by higher medical and dental
benefits of $699,000, were offset by reduced levels of occupancy expenses of
$587,000 and other noninterest expenses of $1.4 million.
    The effective income tax rate for 2004 was 36.0% for the fourth quarter
and 36.4% year to date compared with 34.8% and 35.8% for the respective
periods in 2003. The higher effective income tax rate was primarily
attributable to increased taxable income in New Hampshire, which has a higher
statutory tax rate than other states in which the Company has operations.
    The return on average equity was 12.70% for 2004, compared with 13.90% for
a year ago. The decrease from 2003 primarily resulted from higher levels of
average equity due to the Granite acquisition and retention of earnings. The
return on average assets for year ended December 31, 2004 was 1.27%, a
decrease of 2 basis points from 2003.
    Kirk W. Walters, Executive Vice President and Chief Financial Officer of
Chittenden Corporation, will host a conference call on January 20, 2005 at
10:30 am eastern time to discuss these earnings results.  Interested parties
may access the conference call by calling 800-901-5217, passcode 56712003.
International dial-in number is 617-786-2964.  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 27, 2005 by calling 888-286-8010 (International dial number is 617-
801-6888), passcode 27736802. A replay of the call will also be available on
the Company's website at the address above for an extended period of time. 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.
    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 individuals,
businesses, 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 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 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/A for the year ended
December 31, 2003. 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 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.


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

    ASSETS       12/31/04      9/30/04      6/30/04     3/31/04    12/31/03

    Cash and Cash
     Equivalents $136,468     $165,191     $170,940    $154,178    $174,939

    Securities
    Available For
    Sale        1,446,221    1,458,149    1,412,206   1,473,497   1,588,151
    FRB and FHLB
     Stock         19,243       19,243       12,240      20,753      20,753
    Loans Held For
     Sale          33,535       35,723       49,497      32,276      25,262

    Loans:
    Commercial    801,369      770,933      740,410     686,304     658,615
    Municipal     106,120      105,781       66,533      92,338      87,080
    Real Estate:
    Residential:
     1-4 family   688,017      685,714      667,676     666,753     700,671
     Multi-family 182,541      181,622      189,589     182,085     176,478
      Home equity 294,656      287,479      276,640     277,062     270,959
    Commercial  1,590,457    1,558,221    1,505,880   1,485,031   1,430,945
    Construction  174,283      143,871      129,901     138,497     140,801
    Total Real
     Estate     2,929,954    2,856,907    2,769,686   2,749,428   2,719,854
    Consumer      239,750      246,889      249,208     252,097     259,135

    Total Loans 4,077,193    3,980,510    3,825,837   3,780,167   3,724,684
    Less: Allowance
    for Loan
    Losses       (59,031)     (58,598)     (57,969)    (57,500)    (57,464)
    Net Loans   4,018,162    3,921,912    3,767,868   3,722,667   3,667,220

    Accrued Interest
     Receivable    28,956       26,607      27,376      25,582       29,124
    Other Real
     Estate Owned     109          987          47          36          100
    Other Assets   64,861       66,069       71,534      57,095      71,536
    Premises and
     Equipment,
     net           74,271       73,927      72,805      72,273       72,130
    Mortgage Servicing
      Rights       11,826       12,119      12,562      10,866       12,265
    Identified
     Intangibles   20,422       21,196      21,972      21,978       22,733
    Goodwill      216,136      216,697      216,697     216,431     216,431

    Total
     Assets    $6,070,210   $6,017,820   $5,835,744  $5,807,632  $5,900,644

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
    Deposits:
     Demand       $890,561     $907,396     $891,244    $848,758    $898,920
     Savings       519,623      534,286      541,138     526,625     517,789
     NOW           890,701      903,307      912,175     894,575     899,018
     CMAs/ Money
      Market     1,577,474    1,603,059    1,491,522   1,472,377   1,604,138
     Certificates
      of Deposit
      less than
      $100,000     752,828      755,494      779,492     780,940     789,066
    Certificates
     of Deposit
     $100,000
     and Over      407,543      388,935      298,721     311,067     260,960
    Total
     Deposits    5,038,730    5,092,477    4,914,292   4,834,342   4,969,891

    Securities Sold
     Under Agreements
     to Repurchase 76,716        71,056       75,016      76,051      78,980
    Other
     Borrowings   279,755       182,450      204,122     236,446     208,454
    Accrued Expenses
     and Other
     Liabilities   54,752        60,769       54,452      61,308      63,368
    Total
    Liabilities 5,449,953     5,406,752    5,247,882   5,208,147   5,320,693

    Stockholders' Equity:
    Common Stock   50,204        50,202       50,202      50,196      50,178
    Surplus       249,036       248,828      248,241     247,464     246,938
    Retained
     Earnings     384,679       372,980      361,623     351,569     341,441
    Treasury Stock,
     at cost     (69,246)      (71,017)     (72,967)    (76,058)    (78,579)
    Accumulated Other Comprehensive Income:
     Unrealized Gains
     (Losses) on
     Securities
     Available
     for Sale         672         5,377      (3,772)      21,964      15,595
    Directors Deferred
     Compensation
     to be Settled
     in Stock       4,930         4,720        4,562       4,381       4,413
    Unearned Portion
     of Employee
     Restricted
     Stock           (18)          (22)         (27)        (31)         (35)
    Total Stockholders'
     Equity       620,257       611,068      587,862     599,485      579,951

    Total Liabilities
     and Stockholders'
     Equity    $6,070,210    $6,017,820   $5,835,744  $5,807,632   $5,900,644



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


                             For the Three Months          For the Year
                              Ended December 31,         Ended December 31,
                              2004         2003         2004         2003

    Interest Income:
     Loans                 $56,302      $49,878     $209,107     $199,436
     Investment Securities:
    Taxable                 15,269       17,176       60,413       71,551
    Tax-favored                 14           13           53          162
    Short-term Investments      76           71          194          293
    Total Interest Income   71,661       67,138      269,767      271,442

    Interest Expense:
    Deposits                10,300        8,507       36,439       41,172
    Borrowings               2,167        2,277        7,830       12,207
    Total Interest Expense  12,467       10,784       44,269       53,379

    Net Interest Income     59,194       56,354      225,498      218,063
    Provision for Loan
     Losses                  1,825        1,025        4,377        7,175

    Net Interest Income
     after Provision
     for Loan Losses        57,369       55,329      221,121      210,888

    Noninterest Income:
    Investment Management
     and Trust               4,648        4,321       18,383       15,956
    Service Charges
     on Deposits             4,179        4,686       17,886       18,396
    Mortgage Servicing       (260)          592          159          281
    Gains on Sales of Loans,
      Net                    2,604        4,272        9,661       21,765
    Gains on Sales
     of Securities, Net        107        3,031        2,335       17,380
    Loss on Prepayments
     of Borrowings               -        (916)      (1,194)      (3,070)
    Credit Card Income, Net  1,074        1,057        4,150        4,079
    Insurance Commissions,
     Net                     1,223        1,501        6,966        6,686
    Retail Investment Services 674        1,123        3,239        4,621
    Other                    2,674        3,327       11,820       10,937
    Total Noninterest
     Income                 16,923       22,994       73,405       97,031

    Noninterest Expense:
    Salaries                21,302       22,248       84,619       89,431
    Employee Benefits        5,281        5,157       21,958       20,578
    Net Occupancy Expense    5,410        5,603       22,669       23,256
    Data Processing            916        2,404        6,188        9,384
    Amortization
     of Intangibles            774          755        3,077        2,748
    Conversion and
     Restructuring Charges     291        2,169        2,266        8,969
    Other                    9,022        9,741       35,595       37,005
    Total Noninterest
     Expense                42,996       48,077      176,372      191,371

    Income Before Income
     Taxes                  31,296       30,246      118,154      116,548
    Income Tax Expense      11,268       10,528       43,027       41,749

    Net Income             $20,028      $19,718      $75,127      $74,799


    Earnings Per Share,
     Basic                   $0.43        $0.43        $1.63        $1.67
    Earnings Per Share,
     Diluted                  0.43         0.43         1.61         1.66
    Dividends Per Share       0.18         0.16         0.70         0.64

    Return on Average
      Equity                12.95%       13.66%       12.70%       13.90%
    Return on Average Assets 1.31%        1.31%        1.27%        1.29%



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

    Selected Financial Ratios
                    12/31/04     9/30/04     6/30/04     3/31/04     12/31/03
    Return on Average
     Equity           12.95%      13.11%      12.40%      11.97%       13.66%
    Return on Average
      Assets           1.31%       1.31%       1.26%       1.21%        1.31%
    Return on Average
     Tangible
     Equity(1)        21.25%      22.13%      21.01%      20.38%       23.63%
    Return on Average
     Tangible
     Assets(1)         1.39%       1.40%       1.35%       1.30%        1.40%
    Net Yield on
     Earning Assets    4.27%       4.20%       4.18%       4.17%        4.14%
    Efficiency Ratio  55.64%      56.87%      58.05%      60.34%       59.58%

    Tangible Capital
     Ratio             6.58%       6.46%       6.24%       6.48%        6.02%
    Leverage Ratio     8.42%       8.39%       8.22%       8.28%        7.79%
    Tier 1 Capital
     Ratio            10.44%      10.51%      10.46%      10.36%       10.07%
    Total Capital
     Ratio            11.64%      11.76%      11.73%      11.61%       11.32%

    Common Share Data
    Common Shares
     Outstanding      46,342      46,241      46,135      45,954       45,796
    Weighted Avg Common
     Shares
     Outstanding      46,293      46,188      46,045      45,899       45,729
    Weighted Avg Common and Common
    Equivalent Shares
     Outstanding      46,960      46,863      46,556      46,522       46,390

    Book Value
     per Share        $13.38      $13.21      $12.74      $13.05      $12.66
    Tangible Book
     Value per Share   $8.28       $8.07       $7.57       $7.86       $7.44

    Credit Quality Data
    Nonperforming Assets
    (including OREO) $20,024     $21,565     $20,624     $20,657      $14,431
    90 days past due
    and still
    accruing           2,604       3,140       3,777       3,201        4,029
    Total            $22,628     $24,705     $24,401     $23,858      $18,460
    Nonperforming
     Assets
     to Loans Plus
     OREO              0.49%       0.54%       0.54%       0.55%        0.39%
    Allowance to Loans 1.45%       1.47%       1.52%       1.52%        1.54%
    Allowance
    to Nonperforming
    Loans
    (excluding OREO) 296.41%     284.76%     281.70%     278.85%      400.99%

    Gross Charge-offs $2,821      $1,654       $1,433      $1,251      $4,176
    Gross Recoveries   1,428       1,258          802         860       1,444
    Net Charge-offs   $1,393        $396         $631        $391      $2,732

    Net Charge-offs
     to Average Loans  0.03%       0.01%        0.02%       0.01%       0.08%

    QTD Average Balance Sheet Data
    Securities    $1,495,302   $1,440,938   $1,447,419  $1,530,534  $1,647,313
    Loans, Net     4,000,917    3,892,431    3,777,039   3,701,494   3,697,490
    Earning Assets 5,572,226    5,414,750    5,294,057   5,292,868   5,446,055
    Total Assets   6,089,616    5,930,272    5,799,583   5,792,012   5,960,054
    Deposits       5,128,344    5,017,991    4,868,682   4,808,334   5,033,498
    Borrowings       291,919      267,323      290,730     339,983     298,478
    Stockholders'
     Equity          615,420      591,137      589,067     586,788     572,512

    (1). Reconciliation of non-GAAP measurements to GAAP

    Net Income
    (GAAP)           $20,028      $19,478      $18,154     $17,467     $19,718
    Amortization
     of identified
     intangibles,
     net of tax          503         504           502          491        491
    Tangible Net
     Income (A)      $20,531      $19,982     $18,656     $17,958      $20,209

    Average Equity
    (GAAP)           615,420      591,137     589,067     586,788      572,512
    Average
     Identified
     Intangibles      20,919       21,695      21,960      22,405       23,148
    Average Deferred
     Tax on Identified
     Intangibles     (6,392)      (6,392)     (6,392)     (6,392)      (6,392)
    Average
     Goodwill        216,502      216,697     216,439     216,431      216,431
    Average Tangible
     Equity (B)      384,391      359,137     357,060     354,344      339,325

    Return on Average
     Tangible
     Equity (A)/(B)   21.25%       22.13%      21.01%      20.38%       23.63%

    Average Assets
     (GAAP)        6,089,616    5,930,272   5,799,583   5,792,012    5,960,054
    Average
     Identified
     Intangibles      20,919       21,695      21,960      22,405       23,148
    Average Deferred
     Tax on Identified
     Intangibles     (6,392)      (6,392)     (6,392)     (6,392)      (6,392)
    Average Goodwill 216,502      216,697     216,439     216,431      216,431
    Average Tangible
     Assets (C)    5,858,587    5,698,272   5,567,576   5,559,568    5,726,867

    Return on Average
     Tangible
     Assets (A)/(C)    1.39%       1.40%       1.35%        1.30%        1.40%


SOURCE Chittenden Corporation




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