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Chittenden Reports Earnings and Quarterly Dividend; Announces Stock Split

    BURLINGTON, Vt., July 22 /PRNewswire-FirstCall/ -- Chittenden Corporation
(NYSE: CHZ) Chairman, President and Chief Executive Officer, Paul A. Perrault,
today announced earnings for the quarter ended June 30, 2004 of $18.2 million
or $0.49 per diluted share, compared to $18.6 million or $0.51 per diluted
share a year ago. Included in the current quarter results were conversion and
restructuring charges of $1.3 million (pre-tax), or approximately $0.02 per
share on an after-tax basis.  For the first six months of 2004, earnings were
$35.6 million or $0.96 per diluted share, compared to $35.2 million or $1.00
per diluted share a year ago. Chittenden also announced its quarterly dividend
of $0.22 per share. The dividend will be paid on August 13, 2004, to
shareholders of record on July 30, 2004.
    In addition, Chittenden's Board of Directors declared a 5-for-4 common
stock split. The effect will be an increase in outstanding shares of
Chittenden's common stock from 36.9 million to 46.1 million based on shares
outstanding on June 30, 2004. The record date for the stock split is as of the
close of business on August 27, 2004. The additional shares will be
distributed on or about September 10, 2004.
    In making the announcement, Perrault said, "I'm pleased to report that we
successfully completed the most comprehensive information technology
conversion in Chittenden's history, as expected, during the second quarter.
The completion of this important project well positions us to more effectively
serve our customers, and enhance efficiencies in providing Chittenden's
hallmark high-quality service.  At the same time, we merged the former Granite
Bank into Ocean National Bank, and consolidated Granite's insurance operation
into Chittenden Insurance Group.  We're encouraged that, in spite of all this
internal activity, loan growth during the quarter was solid, including double-
digit annualized growth in C&I loans, and strong growth in deposits outpaced
the same period of a year ago."
    Total loans at June 30, 2004 increased $45.7 million from March 31, 2004
and $101.2 million from year-end. The increase, consistent throughout the
franchise, from the first quarter of 2004 was predominately in the commercial
and commercial real estate loan portfolios; combined, these two portfolios
increased $74.3 million from March 31, 2004 and $156.1 million from year-end.
Municipal loans experienced their historical seasonal trend, declining $25.8
million from March 31, 2004, as June 30th coincides with the end of the fiscal
year for most municipalities.
    Total deposits increased $80.0 million from the first quarter and declined
$55.6 million from year-end.  Chittenden's municipal deposit balances
typically peak at year-end and decline steadily to their lows at mid-year.
Declines in this sector were approximately $60 million and $45 million in the
first and second quarters of 2004, respectively. Meanwhile, the non-municipal
book grew approximately $125 million from March 31, 2004, after declining
approximately $75 million in the first quarter. At June 30, 2004 borrowings
declined $32.3 million from the first quarter. This decline was associated
with lower levels of overnight Fed Funds purchased as a result of higher
deposit levels.
    The Company's net interest margin for the second quarter of 2004 was
4.18%, a slight increase from the first quarter of 2004 and up four basis
points from the second quarter of 2003. Net interest income was $54.9 million
for the second quarter of 2004 compared with $56.1 million for the same period
a year ago. The decline in net interest income is primarily due to lower
interest income earned on investments. Investments declined from the second
quarter of 2003 due to the sales of securities throughout 2003 to fund the
prepayment of borrowings totaling $164 million.
    Net charge-offs as a percentage of average loans were 2 basis points for
the quarter ended June 30, 2004, down from 3 in the same period in 2003. Net
charge-offs in the second quarter of 2004 totaled $631,000 compared with
$391,000 in the first quarter of 2004 and $1.2 million for the second quarter
of 2003. Nonperforming assets were flat from March 31, 2004 at $20.6 million
and as a percentage of total loans decreased to 54 basis points compared to 55
basis points in the first quarter of 2004. The provision for loan losses was
$1.1 million for the second quarter of 2004 compared to $2.1 million for the
second quarter of 2003. The lower provision for the second quarter of 2004 was
driven by the lower net charge-offs, and continued strong asset quality. As a
percentage of total loans, the allowance for loan losses was 1.50%, down
slightly from 1.52% at March 31, 2004.
    Noninterest income at June 30, 2004 declined $9.1 million from the same
period a year ago. The primary driver was lower gains on sales of securities
of $8.8 million. The securities gains generated in the second quarter of 2003
resulted from the rebalancing of the Company's investment portfolio; these
gains were largely offset by conversion charges related to the Company's
decision to change its data processing system. Increases from the same quarter
in the prior year in investment management and trust, credit card income, and
insurance commissions offset declines in mortgage banking and retail
investment services.
    Noninterest expenses were $46.0 million for the second quarter of 2004, a
decline of $8.3 million from the same period a year ago. Decreases were
recorded in salaries, net occupancy, and conversion expense. Salaries declined
$1.9 million, which was entirely due to lower levels of incentive accruals and
sales-based commissions. Sales-based commissions were down as a result of
lower volumes of mortgage loan sales and retail investments.
    The Company incurred conversion and restructuring charges of $1.3 million
in the second quarter of 2004, down from $6.8 million in the same period of
2003. Personnel costs totaled $600,000, due primarily to stay bonuses and
vacation payouts for employees who had previously been notified that they
would not be retained after the IT conversion and the consolidation of
Granite's GSBI insurance into Chittenden Insurance Group.  Other costs
consisted of $335,000 related to printing and postage, outsourcing costs of
$192,000, and approximately $132,000 of employees meals and travel costs.
    The return on average equity was 12.40% for the second quarter of 2004,
compared with 11.97% for the first quarter of 2004 and 13.34% for the second
quarter a year ago. The return on average assets for the quarter ended June
30, 2004 was 1.26%, an increase from the first quarter of 1.21% and flat with
the second quarter of last year. The return on average tangible equity was
21.01% in the second quarter of 2004, compared to 20.38% in the prior quarter
and 23.13% in the same quarter a year ago.
    Kirk W. Walters, Executive Vice President and Chief Financial Officer of
Chittenden Corporation, will host a conference call on July 22, 2004 at 10:30
am eastern time to discuss these earnings results.  Interested parties may
access the conference call by calling 800-299-7635, passcode 78936274.
International dial-in number is 617-786-2901.  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 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
July 29, 2004 by calling 888-286-8010 (International dial number is 617-801-
6888), passcode 62670100. 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. 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                 6/30/04      3/31/04     12/31/03      6/30/03

    Cash and Cash
     Equivalents          $170,940     $154,178     $174,939     $212,674

    Securities Available
     For Sale            1,412,206    1,473,497    1,588,151    1,769,715
    FHLB Stock              12,240       20,753       20,753       24,356
    Loans Held For Sale     49,497       32,276       25,262       97,500

    Loans:
     Commercial            740,410      686,304      658,615      632,816
     Municipal              66,533       92,338       87,080       54,917
     Real Estate:
     Residential:
      1-4 family           667,676      666,753      700,671      781,715
      Multi-family         189,589      182,085      176,478      167,363
      Home equity          276,640      277,062      270,959      249,943
     Commercial          1,505,880    1,485,031    1,430,945    1,324,943
     Construction          129,901      138,497      140,801      113,044
       Total Real Estate 2,769,686    2,749,428    2,719,854    2,637,008
     Consumer              249,208      252,097      259,135      272,085

    Total Loans          3,825,837    3,780,167    3,724,684    3,596,826
     Less: Allowance for
      Loan Losses          (57,969)     (57,500)     (57,464)     (57,591)
    Net Loans            3,767,868    3,722,667    3,667,220    3,539,235

    Accrued Interest
     Receivable             27,376       25,582       29,124       30,208
    Other Real Estate Owned     47           36          100           30
    Other Assets            64,098       51,834       68,487       46,571
    Premises and Equipment,
     net                    80,241       77,534       75,179       73,742
    Mortgage Servicing
     Rights                 12,562       10,866       12,265        8,686
    Identified Intangibles  21,972       21,978       22,733       24,243
    Goodwill               216,697      216,431      216,431      215,721

    Total Assets        $5,835,744   $5,807,632   $5,900,644   $6,042,681

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
    Deposits:
     Demand               $891,244     $848,758     $898,920     $864,526
     Savings               541,138      526,625      517,789      512,775
     NOW                   912,175      894,575      899,018      923,572
     CMAs/ Money Market  1,491,522    1,472,377    1,604,138    1,468,731
     Certificates of
      Deposit less
      than $100,000        779,492      780,940      789,066      848,320
     Certificates of
      Deposit $100,000
      and Over             298,721      311,067      260,960      249,250
    Total Deposits       4,914,292    4,834,342    4,969,891    4,867,174

    Securities Sold
     Under Agreements
     to Repurchase          75,016       76,051       78,980      104,543
    Other Borrowings       204,122      236,446      208,454      419,484
    Accrued Expenses and
     Other Liabilities      54,452       61,308       63,368       83,829
    Total Liabilities    5,247,882    5,208,147    5,320,693    5,475,030

    Stockholders' Equity:
    Common Stock            40,163       40,157       40,142       40,134
    Surplus                258,280      257,503      256,974      255,974
    Retained Earnings      361,623      351,569      341,441      316,472
    Treasury Stock,
     at cost               (72,967)     (76,058)     (78,579)     (81,543)
    Accumulated Other Comprehensive Income:
     Unrealized Gains on
     Securities Available
     for Sale               (3,772)      21,964       15,595       36,375
    Accrued Minimum Pension
     Liability, net of tax       -            -            -       (3,829)
    Directors Deferred
     Compensation to be
     Settled in Stock        4,562       4,381         4,413        4,111
    Unearned Portion of
     Employee Restricted
     Stock                     (27)        (31)          (35)         (43)
    Total Stockholders'
     Equity                587,862     599,485       579,951      567,651

    Total Liabilities
     and Stockholders'
     Equity             $5,835,744  $5,807,632     5,900,644   $6,042,681



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


                           For the Three Months        For the Six Months
                              Ended June 30,              Ended June 30,
                              2004         2003         2004         2003

    Interest Income:
     Loans                 $50,461      $52,543      $99,715     $100,124
     Investment Securities:
      Taxable               14,757       18,511       30,337       36,727
       Tax-favored              13           42           26           87
       Short-term Investments   52          123           59          135
     Total Interest Income  65,283       71,219      130,137      137,073

    Interest Expense:
     Deposits                8,539       11,264       16,728       23,060
     Borrowings              1,820        3,855        3,774        6,965
    Total Interest Expense  10,359       15,119       20,502       30,025

    Net Interest Income     54,924       56,100      109,635      107,048
    Provision for Loan
     Losses                  1,100        2,050        1,527        4,100

    Net Interest Income
     after Provision for
     Loan Losses            53,824       54,050      108,108      102,948

    Noninterest Income:
     Investment Management
      and Trust              4,573        3,841        8,922        7,652
     Service Charges on
      Deposits               4,775        4,735        9,466        9,128
     Mortgage Servicing      1,348         (829)         581       (1,587)
     Gains on Sales of
      Loans, Net             2,895        6,099        4,796       10,535
     Gains on Sales of
      Securities               240        9,054        2,042       10,444
     Loss on Prepayments
      of Borrowings              -            -       (1,194)           -
     Credit Card Income,
      Net                    1,022          970        1,930        1,873
     Insurance Commissions,
      Net                    1,728        1,531        4,354        3,144
     Retail Investment
      Services                 903        1,314        1,850        2,210
     Other                   3,154        3,069        5,894        5,641
    Total Noninterest
     Income                 20,638       29,784       38,641       49,040

    Noninterest Expense:
     Salaries               21,786       23,668       42,665       43,949
     Employee Benefits       5,679        5,145       11,650       10,002
     Net Occupancy Expense   5,752        6,198       11,778       11,676
     Data Processing         1,985        2,161        4,278        4,661
     Amortization of
      Intangibles              772          727        1,527        1,238
     Conversion and
      Restructuring Charges  1,318        6,800        1,470        6,800
     Other                   8,671        9,561       17,197       18,110
    Total Noninterest
     Expense                45,963       54,260       90,565       96,436

    Income Before Income
     Taxes                  28,499       29,574       56,184       55,552
    Income Tax Expense      10,345       10,947       20,563       20,334

    Net Income             $18,154      $18,627      $35,621      $35,218


    Earnings Per Share,
     Basic                   $0.49        $0.51        $0.97        $1.01
    Earnings Per Share,
     Diluted                  0.49         0.51         0.96         1.00
    Dividends Per Share       0.22         0.20         0.42         0.40

    Return on Average Equity 12.40%       13.34%       12.18%       13.87%
    Return on Average Assets  1.26%        1.26%        1.23%        1.27%



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

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

    Selected  Financial Ratios
    Return on Average
     Tangible Equity 1      21.01%       20.38%        23.63%       23.13%
    Return on Average
     Tangible Assets 1       1.35%        1.30%         1.40%        1.34%
    Net Yield on Earning
     Assets                  4.18%        4.17%         4.14%        4.14%
    Efficiency Ratio        58.05%       60.34%        59.58%       60.70%
    Tangible Capital Ratio   6.24%        6.48%         6.02%        5.65%
    Leverage Ratio           8.22%        8.28%         7.79%        7.22%
    Tier 1 Capital Ratio    10.46%       10.36%        10.07%        9.28%
    Total Capital Ratio     11.73%       11.61%        11.32%       10.53%

    Common Share Data
    Common Shares
     Outstanding           36,908       36,763        36,637       36,497
    Weighted Average Common
     Shares Outstanding    36,836       36,719        36,583       36,475

    Weighted Average Common
     and Common Equivalent
     Shares Outstanding    37,245       37,218        37,112       36,765

    Book Value per Share   $15.93       $16.31        $15.82       $15.55
    Tangible Book Value
     per Share              $9.46        $9.82         $9.30        $8.98

    Credit Quality Data
    Nonperforming Assets
     (including OREO)     $20,624      $20,657      $14,431      $17,970
    90 days past due and
     still accruing         3,777        3,201        4,029        1,921
         Total            $24,401      $23,858      $18,460      $19,891
    Nonperforming Assets
     to Loans Plus OREO      0.54%        0.55%        0.39%        0.49%
    Allowance to Loans       1.50%        1.52%        1.54%        1.56%
    Allowance to
     Nonperforming Loans
     (excluding OREO)      281.70%      278.85%       400.99%      321.01%

    Gross Charge-offs      $1,433       $1,251       $4,176       $2,373
    Gross Recoveries          802          860        1,444        1,206
    Net Charge-offs          $631         $391       $2,732       $1,167

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

    QTD Average Balance Sheet Data
    Securities         $1,448,877   $1,533,480   $1,647,313   $1,760,773
    Loans, Net          3,777,039    3,701,494    3,697,490    3,638,769
    Earning Assets      5,294,057    5,292,868    5,446,055    5,456,572
    Total Assets        5,799,583    5,792,012    5,960,054    5,943,041
    Deposits            4,868,682    4,808,334    5,033,498    4,797,953
    Borrowings            290,730      339,983      298,478      512,230
    Stockholders' Equity  589,067      586,788      572,512      560,209


    1. Reconciliation of non-GAAP measurements to GAAP
       Net Income (GAAP)  $18,154      $17,467      $19,718      $18,627
       Amortization of
        core deposit
        intangible, net
        of tax                502          491          491          473
        Tangible Net
        Income (A)        $18,656      $17,958      $20,209      $19,100

       Average Equity
        (GAAP)            589,067      586,788      572,512      560,209
       Average Core
        Deposit
        Intangible         21,960       22,405       23,148       26,791
       Average Deferred
        Tax on CDI         (6,392)      (6,392)      (6,392)      (6,392)
       Average Goodwill   216,439      216,431      216,431      208,544
       Average Tangible
        Equity (B)        357,060      354,344      339,325      331,266

       Return on Average
        Tangible Equity
        (A)/(B)             21.01%       20.38%      23.69%        23.13%

       Average Assets
        (GAAP)          5,799,583     5,792,012   5,960,054    5,943,041
       Average Core
        Deposit
        Intangible         21,960       22,405       23,148       26,791
       Average Deferred
        Tax on CDI         (6,392)      (6,392)      (6,392)      (6,392)
       Average Goodwill   216,439      216,431      216,431      208,544
       Average Tangible
        Assets (C)      5,567,576    5,559,568    5,726,867    5,714,098

       Return on Average
        Tangible Assets
        (A)/(C)              1.35%        1.30%        1.40%        1.34%



SOURCE Chittenden Corporation




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