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Chittenden Reports Higher Earnings; Announces Quarterly Dividend

    BURLINGTON, Vt., Jan. 22 /PRNewswire-FirstCall/ -- Chittenden Corporation
(NYSE: CHZ) Chairman, President and Chief Executive Officer, Paul A. Perrault,
today announced higher earnings for the year ended December 31, 2003, of $74.8
million or $2.07 per diluted share, compared to $63.6 million or $1.96 a year
ago.  For the fourth quarter of 2003, net income was $0.53 per diluted share,
compared to the $0.55 per diluted share earned in the fourth quarter of 2002.
The prior quarter amount exceeded the current quarter primarily due to higher
gains on sales of securities in 2002.  Chittenden also announced its quarterly
dividend of $0.20 per share.  The dividend will be paid on February 13, 2004,
to shareholders of record on January 30, 2004.
    In making the announcement, Perrault said, "The past year has been a busy
one at Chittenden.  In addition to our primary focus of delivering top quality
service to our customers, we completed the Granite acquisition in the first
quarter and there has been significant activity behind the scenes in
preparation for our IT conversion this coming spring.  I am encouraged by our
progress on this important project as well as with the financial results that
we have achieved during 2003."
    On February 28, 2003, Chittenden completed its acquisition of Granite
Bank, a $1.1 billion commercial bank headquartered in Keene, NH for $123
million in cash and approximately 4.4 million shares of Chittenden stock
valued at $116 million.  Accordingly, Granite Bank's operations are reflected
in Chittenden's consolidated financial statements from the date of
acquisition.
    Total loans increased $43 million from September 30, 2003 and $751 million
from December 31, 2002.  The increase from a year ago was primarily
attributable to the acquisition of Granite, which contributed approximately
$626 million of total loans at the date of acquisition.  The increase from
last quarter was due to continued growth in the Company's commercial and
commercial real estate loan portfolios.  The Company experienced its normal
seasonal decline in municipal loans and a continued reduction in residential
real estate and consumer loans due to higher than normal prepayment speeds on
these portfolios.
    Total deposits increased $844 million from a year ago and declined $48
million from last quarter.  The increase from a year ago was primarily a
result of the Granite acquisition, which contributed $783 million in deposits
at the date of acquisition.  The decrease from last quarter is primarily
related to the seasonal drop in municipal and captive insurance deposits,
which was partially offset by an increase in demand deposits.  Borrowings
declined from last quarter due to the early redemption of $77 million of FHLB
advances, which had an effective rate of 3.50%.
    The Company's net interest margin for the fourth quarter of 2003 was
4.14%, compared with 3.98% for the third quarter of 2003 and 4.38% for the
same period of 2002.  The increase on a linked quarter basis is primarily
related to the recognition of additional accelerated fair value adjustments of
$1.7 million in the third quarter which were driven by heavy prepayments on
Granite's residential mortgages.  Excluding the effect of the accelerated fair
value adjustment, the net interest margin was 4.11% in the third quarter of
2003.  The net interest margin for the year ended December 31, 2003 was 4.12%
as compared to 4.53% for 2002.  The decrease from 2002 is a result of the
Granite acquisition and the overall reduction in market interest rates.  On a
pro forma basis the net interest margin without Granite for the fourth quarter
of 2003 was 4.21% and for 2003 was 4.33%.
    Net charge-offs as a percentage of average loans were 8 basis points in
the fourth quarter and 16 basis points for the year ended December 31, 2003,
compared to 7 basis points and 28 basis points for the respective periods in
2002.  Net charge-off activity on a year-to-date basis totaled $5.8 million
compared with $8.4 million in 2002. Nonperforming assets decreased $3.6
million from September 30, 2003 to $14.4 million at December 31, 2003 and as a
percentage of total loans declined to 39 basis points compared to 49 basis
points in the third quarter and 50 basis points at year end 2002.  As a
percentage of loans, the allowance for loan losses was 1.54%, down from 1.61%
at September 30, 2003 and 1.62% at December 31, 2002.
    The provision for loan losses was $7.2 million in 2003 compared to $8.3
million in 2002.  For the fourth quarter, the provision was $1.0 million in
2003 compared to $2.1 million in the third quarter of 2003 and $2.3 million
for the fourth quarter of 2002.  The lower provision in the fourth quarter of
2003 was primarily due to the reduction in the annual level of net charges-
offs as well as continued improvement in the Company's overall credit quality
and the general economic environment.
    Noninterest income was $23.0 million for the fourth quarter of 2003,
compared with $25.0 million for the third quarter and $19.6 million for the
same period a year ago.  The decline from the third quarter was primarily
attributable to lower gains on sales of mortgage loans and mortgage servicing
income.  The increase in market interest rates during the second half of 2003
significantly slowed mortgage originations and resulted in lower volumes of
mortgage loans sold.  Mortgage-servicing income declined in the fourth quarter
primarily due to lower impairment recoveries of $1.8 million, which was
partially offset by lower MSR amortization.  The increase in other noninterest
income of $757,000 on a linked quarter basis was attributable to gains on
sales of real estate related to branch locations being consolidated.  In
addition, gains on the sales of securities of $3.0 million were offset by
prepayment penalties on the redemption of FHLB borrowings of $916,000 and $2.2
million in conversion and restructuring charges, which were reported as part
of noninterest expense.
    Noninterest expenses were $48.1 million for the fourth quarter of 2003,
compared to $46.9 million for the third quarter and $39.9 million for the
fourth quarter of 2002.  Conversion and restructuring charges of $2.2 million
were recognized in the fourth quarter of 2003.  These were comprised of
$378,000 in additional technology expenses related to the Company's second
quarter announcement that it would convert its core data processing systems
and $1.8 million of restructuring charges.  The restructuring charges were
associated with the Company's plan to consolidate 11 branches and close 30
offsite ATMs, as well as to recognize severance for related staff reductions.
Salaries and employee benefits decreased $1.2 million from the third quarter
of 2003 and increased $4.7 million from the fourth quarter of 2002.  Granite
represented $3.4 million of the increase from a year ago, while higher
commissions and sales based incentive expenses accounted for $1.3 million.
Other increases driven by the Granite acquisition were noted in occupancy
expense ($470,000) and amortization of intangibles ($407,000) related to the
Granite core deposit and customer list intangibles.
    Effective income tax rates for 2003 were 34.8% for the fourth quarter and
35.8% year to date compared to 35.4% and 34.9% for the respective periods in
2002.  The lower effective tax rate in the fourth quarter of 2003 was a result
of the recovery of prior year tax reserves that were no longer necessary.  The
increase year over year was primarily attributable to the Granite acquisition.
    The return on average equity was 13.90% for 2003, compared with 16.12% for
2002.  The decline from a year ago is primarily due to the issuance of
additional equity of $116 million in the Granite acquisition.  The return on
average assets for 2003 was 1.29%, compared with 1.40% for 2002.  The ROE and
ROA without Granite for 2003 would have been 15.32% and 1.38% respectively.
    Kirk W. Walters, Executive Vice President and Chief Financial Officer of
Chittenden Corporation, will host a conference call on January 22, 2004 at
10:30 am eastern time to discuss these earnings results.  Interested parties
may access the conference call by calling 877-375-2162 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.  Internet access to the call is also available
(listen only) by going to the Investors' Resource section of the Company's
website at https://www.chittendencorp.com.  A replay of the call will be
available through January 29, 2004, by calling 877-519-4471 or 973-341-3080 in
the New York City area (pin number is 4438541) 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.
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 news releases,
including earnings announcements, are available on the Company's website or
via fax by calling 800-758-5804.  The six-digit code is 124292.

    This press release contains statements that may be considered forward-
looking statements within the meaning of Section 27A of the Securities Act of
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 Reform Act
of 1995 and are 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.  For further information on these risk
factors and uncertainties, please see page 1 of Chittenden's December 31, 2002
annual report filed on Form 10-K.

    (1) Chittenden's subsidiaries are Chittenden Bank, The Bank of Western
        Massachusetts, Flagship Bank and Trust Company, Maine Bank & Trust
        Company, Ocean National Bank, and Granite Bank. Chittenden Bank also
        operates under the name Mortgage Service Center, and it owns
        Chittenden Insurance Group, and Chittenden Securities, Inc. Granite
        Bank operates an insurance agency subsidiary under the name GSBI
        Insurance Group.


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

    ASSETS       12/31/03      9/30/03      6/30/03   3/31/03 1     2/31/02
    Cash and Cash
     Equivalents $174,939     $209,697     $212,674    $190,537    $192,142

    Securities
     Available
     For Sale   1,588,151    1,653,111    1,769,715   1,714,494   1,497,111
    FHLB Stock     20,753       24,352       24,356      24,356      17,030
    Loans Held
     For Sale      25,262       95,777       97,500      98,578      94,874

    Loans:
     Commercial   658,615      633,221      632,816     625,177     568,224
     Municipal     87,080      106,512       54,917      82,005      77,820
     Real Estate:
      Residen-
       tial     1,148,108    1,155,832    1,199,021   1,238,315     861,706
      Commer-
       cial     1,430,945    1,375,027    1,324,943   1,314,095   1,103,897
      Construc-
       tion       140,801      143,515      113,044      96,859      85,512
       Total Real
        Estate  2,719,854    2,674,374    2,637,008   2,649,269   2,051,115
     Consumer     259,135      267,615      272,085     272,159     276,704

    Total Loans 3,724,684    3,681,722    3,596,826   3,628,610   2,973,863
     Less:
      Allowance
       for Loan
       Losses    (57,464)     (59,171)     (57,591)    (56,708)    (48,197)
    Net Loans   3,667,220    3,622,551    3,539,235   3,571,902   2,925,666

    Accrued
     Interest
     Receivable    29,124       29,277       30,208      32,255      27,992
    Other Real
     Estate Owned     100           52           30          37         158
    Other Assets   62,977       61,451       46,571      48,737      35,269
    Premises and
     Equipment,
     net           75,179       75,624       73,742      72,524      57,074
    Mortgage
     Servicing
     Rights        12,265       10,615        8,686       9,306       8,491
    Identified
     Intangibles   22,733       23,488       24,243      28,282       9,480
    Goodwill      216,431      216,431      215,721     205,579      55,257

    Total
     Assets    $5,895,134   $6,022,426   $6,042,681  $5,996,587  $4,920,544

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
    Deposits:
     Demand      $898,920     $880,354     $864,526    $799,506    $684,077
     Savings      517,789      523,497      512,775     503,415     400,616
     NOW          899,018      912,563      923,572     874,439     578,272
     CMAs/
      Money
      Market    1,604,138    1,617,176    1,468,731   1,491,329   1,540,267
     Certificates
      of Deposit
      less than
      $100,000    789,066      822,634      848,320     874,722     691,467
     Certificates
      of Deposit
      $100,000
      and Over    260,960      262,137      249,250     270,627     231,393
    Total
     Deposits   4,969,891    5,018,361    4,867,174   4,814,038   4,126,092

    Securities
     Sold Under
     Agreements
     to Repurchase 78,980       79,510      104,543     120,050      44,238
    Other
     Borrowings    83,454      160,857      294,484     308,547     129,416
    Company
     Obligated,
     Mandatorily
     Redeemable
     Securities
     Of Subsidiary
     Trust        125,000      125,000      125,000     125,000     125,000
    Accrued
     Expenses
     and Other
     Liabilities   58,277       64,427       83,829      77,627      77,006
    Total
     Liabili-
      ties      5,315,602    5,448,155    5,475,030   5,445,262   4,501,752

    Stockholders'
     Equity:
    Common Stock   40,142       40,134       40,135      40,135      35,749
    Surplus       256,947      256,215      255,973     256,057     145,191
    Retained
     Earnings     341,441      329,035      316,472     305,140     294,943
    Treasury
     Stock,
     at cost     (78,579)     (80,951)     (81,543)    (83,254)    (85,382)
    Accumulated
     Other
     Comprehensive
     Income:
     Unrealized
      Gains on
      Securities
      Available
      for Sale     15,203       25,610       36,375      33,388      28,573
     Accrued Minimum
      Pension
      Liability,
      net of tax        -            -      (3,829)     (4,058)     (4,284)
    Directors
     Deferred
     Compensation
     to be Settled
     in Stock       4,413        4,266        4,111       3,963       4,052
    Unearned
     Portion of
     Employee
     Restricted
     Stock           (35)         (38)         (43)        (46)        (50)
    Total
     Stockholders'
     Equity       579,532      574,271      567,651     551,325     418,792

    Total
     Liabilities
     and
     Stockholders'
     Equity    $5,895,134   $6,022,426   $6,042,681  $5,996,587  $4,920,544


    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,
                            2003          2002          2003         2002

    Interest Income:
     Loans                 $49,878      $47,404     $199,436     $194,121
     Investment Securities:
      Taxable               17,176       18,173       71,551       64,238
      Tax-favored               13          187          162          491
      Short-term Investments    71           44          293          169
    Total Interest Income   67,138       65,808      271,442      259,019

    Interest Expense:
     Deposits                8,507       12,994       41,172       58,813
     Borrowings              2,277        2,710       12,207        7,591
    Total Interest Expense  10,784       15,704       53,379       66,404

    Net Interest Income     56,354       50,104      218,063      192,615
    Provision for
     Loan Losses             1,025        2,250        7,175        8,331

    Net Interest Income
     after Provision
     for Loan Losses        55,329       47,854      210,888      184,284

    Noninterest Income:
     Investment Management
      Income                 4,321        3,851       15,956       15,601
     Service Charges
      on Deposits            4,686        4,107       18,396       16,026
     Mortgage Servicing
      Income (Loss)            592      (6,875)          281      (6,442)
     Gains on Sales
      of Loans, Net          4,272        3,366       21,765       10,068
     Gains on Sales of
      Securities             3,031       10,234       17,380       10,562
     Loss on Prepayments
      of Borrowings          (916)            -      (3,070)            -
     Credit Card Income, Net 1,057          941        4,079        3,656
     Insurance Commissions,
      Net                    1,501          728        6,686        3,733
     Retail Investment
      Services               1,123          500        4,621        2,370
     Other                   3,327        2,709       10,937        9,486
    Total Noninterest
     Income                 22,994       19,561       97,031       65,060

    Noninterest Expense:
     Salaries and Employee
      Benefits              27,405       22,662      110,009       88,073
     Net Occupancy Expense   5,603        4,980       23,256       19,526
     Data Processing         2,404        2,926        9,384       11,476
     Amortization of
      Intangibles              755          348        2,748        1,279
     Other Real Estate
      Owned, Net                10         (17)        (129)        (293)
     Conversion and
      Restructuring Charges  2,169            -        8,969            -
     Other                   9,731        8,956       37,134       31,483
    Total Noninterest
     Expense                48,077       39,855      191,371      151,544

    Income Before
     Income Taxes           30,246       27,560      116,548       97,800
    Income Tax Expense      10,528        9,764       41,749       34,155

    Net Income             $19,718      $17,796      $74,799      $63,645

    Earnings Per Share,
     Basic                   $0.54        $0.56        $2.09        $1.98
    Earnings Per Share,
     Diluted                  0.53         0.55         2.07         1.96
    Dividends Per Share       0.20         0.20         0.80         0.79

    Return on Average
     Equity                 13.66%       17.09%       13.90%       16.12%
    Return on Average
     Assets                  1.31%        1.45%        1.29%        1.40%
    Net Yield on Earning
     Assets                  4.14%        4.38%        4.12%        4.53%

    Efficiency Ratio        59.58%       59.20%       60.48%       58.56%


    CHITTENDEN CORPORATION
    SELECTED QUARTERLY FINANCIAL DATA
    (Unaudited)

                 12/31/03      9/30/03      6/30/03     3/31/03    12/31/02

    SelectedFinancial Ratios
    Return on
     Average Equity 13.66%      14.19%       13.34%      14.53%      17.08%
    Return on
     Average Assets 1.31%        1.32%        1.26%       1.29%       1.45%
    Net Yield on
     Earning Assets 4.14%        3.98%        4.14%       4.22%       4.38%

    Tier 1 Capital
     Ratio         10.08%        9.72%        9.28%       9.22%      12.25%
    Total Capital
     Ratio         11.33%       10.97%       10.53%      10.47%      13.50%
    Leverage Ratio  7.79%        7.49%        7.22%       8.10%       9.28%
    Tangible
     Capital Ratio  6.02%        5.78%        5.65%       5.51%       7.30%
    Efficiency
     Ratio         59.58%       59.87%       60.70%      60.39%      59.20%

    Common Share Data
    Weighted
     Average
     Common
     Shares
     Outstand-
      ing      36,583,054   36,509,450   36,475,443  33,493,106  31,939,820
    Weighted
     Average
     Common and
     Common
     Equivalent
     Shares
     Outstand-
      ing      37,112,500   36,856,558   36,764,758  33,799,406  32,259,266

    Book Value
     per Share     $15.82       $15.72       $15.55      $15.14      $13.11
    Tangible
     Book Value
     per Share      $9.29        $9.15        $8.98       $8.72      $11.09
    Common Shares
     Outstand-
      ing      36,636,550   36,522,940   36,496,930  36,420,367  31,939,470

    Credit
     Quality
     Data
    ($ in thousands)
     Nonperforming
      Assets
      (including
      OREO)       $14,430      $18,011      $17,970     $14,981     $14,960
     90 days past
      due and still
      accruing      4,029        3,021        1,921       3,106       2,953
     Total        $18,459      $21,032      $19,891     $18,087     $17,913
     Nonperforming
      Assets to
      Loans Plus
      OREO          0.39%        0.49%        0.50%       0.41%       0.50%
     Allowance to
      Loans         1.54%        1.61%        1.60%       1.56%       1.62%
     Allowance to
      Nonperforming
      Loans
      (excluding
      OREO)       400.99%      329.48%      321.01%     379.48%     325.64%

    Gross
     Charge-offs   $4,176       $1,239       $2,373      $2,250      $2,992
    Gross
     Recoveries     1,444          769        1,206         774         752
    Net
     Charge-offs   $2,732         $470       $1,167      $1,476      $2,240

    Net Charge-offs
     to Average
     Loans          0.08%        0.01%        0.03%       0.04%       0.07%

    QTD Average
     Balance Sheet
     Data
     ($ in thousands)
     Securi-
      ties     $1,647,313   $1,670,644   $1,704,434  $1,580,098  $1,457,010
     Loans,
      Net       3,697,490    3,693,594    3,638,769   3,236,735   3,007,081
     Earning
      Assets    5,446,055    5,496,829    5,456,572   4,879,771   4,588,801
     Total
      Assets    5,959,994    5,974,552    5,943,041   5,224,669   4,869,802
     Deposits   5,033,498    4,941,066    4,797,953   4,278,877   4,088,425
     Borrowings   298,478      409,621      512,230     406,182     296,409
     Stockholders'
      Equity      572,508      555,567      560,209     463,149     413,449



    Contact:
     Kirk W. Walters
     (802) 660-1561


SOURCE Chittenden Corporation




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