-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R+tT5N/cXguZ28rJcBDAhFiS2H7qke6S8Vz/9lCZiF02O9KITKQRlwYRU2sWPMGT tgnA1jcuKLUnU355YetXnw== 0000950156-06-000545.txt : 20061101 0000950156-06-000545.hdr.sgml : 20061101 20061101162113 ACCESSION NUMBER: 0000950156-06-000545 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061101 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061101 DATE AS OF CHANGE: 20061101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCHANTS BANCSHARES INC CENTRAL INDEX KEY: 0000726517 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 030287342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11595 FILM NUMBER: 061179114 BUSINESS ADDRESS: STREET 1: 275 KENNEDY DRIVE CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 BUSINESS PHONE: 8026583400 MAIL ADDRESS: STREET 1: 275 KENNEDY DRIVE CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 8-K 1 merc-8k.htm BODY OF FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report: November 1, 2006

 

Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

0-11595

03-0287342

(State or Other jurisdiction of

(Commission File No.)

(IRS Employer

incorporation)

 

Identification No.)

     

275 Kennedy Drive

 

05403

So. Burlington, Vermont

 

(Zip Code)

(Address of principal executive offices)

   
     

(802) 658-3400

(Registrant's telephone number, including area code)

 

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))


<PAGE>  

Item 2.02. Results of Operations and Financial Condition

 

      The following information is furnished under Item 2.02 - "Results of Operations and Financial Condition" and such information, including the exhibits attached hereto, shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

 

      On October 31, 2006 Merchants Bancshares, Inc. issued the press release included as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference, announcing its earnings for its third quarter ended September 30, 2006.

 

Item 9.01. Financial Statements and Exhibits

 

(c).    

The following exhibit is included with this Report:

   
 

Exhibit No.

 

Description

       
 

99.1

 

Press Release, dated October 31, 2006

       


 

SIGNATURES

 

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 

MERCHANTS BANCSHARES, INC.

   

Date:

November 1, 2006

 

/s/ Janet P. Spitler

 


 


 

Janet P. Spitler

 

Chief Financial Officer & Treasurer

   


<PAGE>

EX-99 2 ex-991.htm EXHIBIT 99.1

Exhibit 99.1

 

For Release: October 31, 2006

Contact: Lisa Razo

(802) 865-1838

 

Merchants Bancshares, Inc. Announces 2006 Third Quarter Results

 

SOUTH BURLINGTON, VT - Merchants Bancshares, Inc. (NASDAQ: MBVT), the parent company of Merchants Bank, today announced net income of $2.65 million, or diluted earnings per share of 42 cents, for the quarter ended September 30, 2006. This compares with net income of $3.02 million, or diluted earnings per share of 47 cents, for the quarter ended September 30, 2005. The return on average assets was 0.95% and the return on average shareholders' equity was 16.16% for the third quarter of 2006, compared to 1.15% and 18.31%, respectively, for the third quarter of 2005. Merchants sold $23 million in securities in early October 2006. These securities were considered other than temporarily impaired as of the end of the quarter, resulting in a pre-tax loss of $452 thousand. The impact on net income for the third quarter of 2006 was a reduction of $294 thousand, or five cents per share.

 

Merchants declared a dividend on October 19, 2006, of 28 cents per share payable November 16, 2006, to shareholders of record as of November 2, 2006. For more information on the quarter please refer to Merchants' quarterly Form 10-Q, which will be filed on or about October 31, 2006, and will be available on the SEC website at www.sec.gov.

 

Mr. Joseph Boutin, Merchants' President and Chief Executive Officer; Ms. Janet Spitler, Merchants' Chief Financial Officer; and Mr. Michael Tuttle, President and Chief Executive Officer of Merchants Bank, will host a conference call to discuss these earnings results at 10:00 a.m. Eastern Time on Thursday November 2, 2006. Interested parties may participate in the conference call by dialing (800) 230-1085; the title of the call is Earnings Release Conference Call for Merchants Bancshares, Inc. Participants are asked to call a few minutes prior to register. A replay will be available until noon on Thursday November 9, 2006. The U.S. replay dial-in telephone number is (800) 475-6701. The international replay dial-in telephone number is (320) 365-3844. The replay access code is 806415.

 

The continuing mission of Merchants Bank is to provide Vermonters with a true community bank. It fulfills this commitment through a branch-based system that includes 36 bank offices and 43 ATMs throughout Vermont, personal bankers dedicated to top-quality customer service, and streamlined products: FreedomLYNX® Banking, which consists of Free Checking for Life®, a Money Market Account, Free Online Banking and Bill Pay, Overdraft Coverage, Direct Deposit, a Free Debit Card and Free Automated Phone Banking; TimeLYNX® Certificates of Deposit; HomeLYNX® Home Equity Loans; RealLYNX® Residential Mortgages and CommerceLYNX® Business Banking. Merchants Bank also includes a trust and investment division, known as Merchants Trust Company, serving individuals and institutions. For more information about Merchants Bank, visit mbvt.com. Merchants' stock is traded on the NASDAQ National Market system under the symbol MBVT. Member FDIC. Equal Housing Lender.

 

Some of the statements contained in this press release may constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. The forward-looking statements reflect Merchants' current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause Merchants' actual results to differ significantly from those expressed in any forward-looking statement.

<PAGE>

Forward-looking statements should not be relied on since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Merchants' control and which could materially affect actual results. The factors that could cause actual results to differ materially from current expectations include changes in general economic conditions in Vermont, changes in interest rates, changes in competitive product and pricing pressures among financial institutions within Merchants' markets, and changes in the financial condition of Merchants' borrowers. The forward-looking statements contained herein represent Merchants' judgment as of the date of this release, and Merchants cautions readers not to place undue reliance on such statements. For further information, please refer to Merchants' reports filed with the Securities and Exchange Commission.

<PAGE>

Merchants Bancshares, Inc.

Financial Highlights

(In thousands except share and per share data)

 
 

09/30/06

 

12/31/05

 

09/30/05

 

12/31/04

               

Balance Sheets - Period End

             

Total assets

$1,126,197

 

$1,075,236

 

$1,054,327

 

$1,032,405

Loans

679,884

 

605,926

 

592,990

 

584,332

Allowance for loan losses ("ALL")

6,858

 

7,083

 

7,072

 

7,512

Net loans

673,026

 

598,843

 

585,918

 

576,820

Investment securities

377,577

 

390,460

 

384,351

 

376,547

Other assets

75,594

 

85,933

 

84,058

 

79,038

Deposits

857,058

 

854,576

 

866,062

 

834,164

Short-term borrowings

24,757

 

52,988

 

23,976

 

57,374

Long-term debt

59,382

 

55,764

 

66,199

 

49,757

Securities sold under agreement to repurchase

89,034

 

20,000

 

--

 

--

Junior subordinated debentures issued to

             

  Unconsolidated subsidiary trust

20,619

 

20,619

 

20,619

 

20,619

Other liabilities

6,585

 

4,892

 

12,078

 

5,307

Shareholders' equity

68,762

 

66,397

 

65,393

 

65,184

Balance Sheets - Quarter-to-Date Averages

             

Total assets

$1,114,026

 

$1,059,923

 

$1,051,742

 

$1,041,944

Loans

660,069

 

598,159

 

590,263

 

586,268

Allowance for loan losses

6,703

 

7,101

 

7,445

 

7,862

Net loans

653,366

 

591,058

 

582,818

 

578,406

Investment securities, including Federal Home

             

  Loan Bank stock

393,738

 

396,034

 

394,405

 

391,967

Federal funds sold, securities purchased under agreements

             

  to resell, and interest bearing deposits with banks

123

 

58

 

3,025

 

433

Other assets

66,799

 

72,773

 

71,494

 

71,138

Deposits

863,099

 

854,591

 

853,712

 

844,958

Short-term borrowings

28,944

 

50,741

 

31,654

 

45,652

Long-term debt

50,353

 

59,365

 

69,693

 

52,157

Securities sold under agreement to repurchase

79,426

 

851

 

--

 

--

Junior subordinated debentures issued to

             

  Unconsolidated subsidiary trust

20,619

 

20,619

 

20,619

 

3,214

Other liabilities

6,087

 

9,249

 

10,157

 

14,113

Shareholders' Equity

65,498

 

64,507

 

65,907

 

81,850

Interest earning assets

1,053,930

 

994,251

 

987,693

 

978,668

Interest bearing liabilities

920,467

 

863,077

 

856,333

 

822,601

Ratios and Supplemental Information - Period End

             

Book value per share

$10.99

 

$10.55

 

$10.37

 

$10.44

Tier I leverage ratio

8.29%

 

8.54%

 

8.40%

 

8.09%

Period end common shares outstanding

6,257,938

 

6,290,889

 

6,303,322

 

6,243,710

Credit Quality - Period End

             

Nonperforming loans ("NPLs")

$2,867

 

$2,364

 

$4,062

 

$3,336

Nonperforming assets ("NPAs")

3,179

 

2,364

 

4,062

 

3,336

NPLs as a percent of total loans

0.42%

 

0.39%

 

0.68%

 

0.57%

NPAs as a percent of total assets

0.28%

 

0.22%

 

0.39%

 

0.32%

ALL as a percent of NPLs

239%

 

300%

 

174%

 

225%

ALL as a percent of total loans

1.01%

 

1.17%

 

1.19%

 

1.29%

<PAGE>

Merchants Bancshares, Inc.

Financial Highlights

(In thousands except share and per share data)

 
 

For the Three Months Ended

 

For the Nine Months Ended

 

September 30,

 

September 30,

 

2006

 

2005

 

2006

 

2005

               

Operating Results

             

Interest income

             

Interest and fees on loans

$11,226 

 

$  9,374 

 

$31,764 

 

$26,960 

Interest and dividends on investments

4,711 

 

4,267 

 

13,987 

 

12,744 

Total interest income

15,937 

 

13,641 

 

45,751 

 

39,704 

Interest expense

             

Deposits

3,876 

 

2,459 

 

10,478 

 

6,182 

Short-term borrowings

1,346 

 

271 

 

3,828 

 

987 

Long-term debt

853 

 

874 

 

2,498 

 

2,562 

Total interest expense

6,075 

 

3,604 

 

16,804 

 

9,731 

Net interest income

9,862 

 

10,037 

 

28,947 

 

29,973 

Provision for loan losses

-- 

 

-- 

 

-- 

 

-- 

Net interest income after provision for loan losses

9,862 

 

10,037 

 

28,947 

 

29,973 

Noninterest income

             

Trust Company income

428 

 

404 

 

1,320 

 

1,239 

Service charges on deposits

1,157 

 

1,144 

 

3,504 

 

3,346 

Gain (loss) on sale of investments, net

(452)

 

(65)

 

(452)

 

19 

Equity in losses of real estate limited partnerships

(423)

 

(441)

 

(1,270)

 

(1,291)

Other noninterest income

821 

 

850 

 

2,352 

 

2,216 

Total noninterest income

1,531 

 

1,892 

 

5,454 

 

5,529 

Noninterest expense

             

Salaries and employee benefits

4,059 

 

4,048 

 

12,185 

 

12,070 

Occupancy and equipment expenses

1,444 

 

1,504 

 

4,460 

 

4,685 

Legal and professional fees

605 

 

615 

 

1,720 

 

1,512 

Marketing expenses

349 

 

346 

 

1,048 

 

920 

Other noninterest expense

1,505 

 

1,420 

 

4,531 

 

4,516 

Total noninterest expense

7,962 

 

7,933 

 

23,944 

 

23,703 

Income before income taxes

3,431 

 

3,996 

 

10,457 

 

11,799 

Income taxes

785 

 

980 

 

2,418 

 

2,826 

Net income

$  2,646 

 

$  3,016 

 

$  8,039 

 

$  8,973 

Ratios and Supplemental Information

             

Weighted average common shares outstanding

6,265,119 

 

6,303,160 

 

6,285,397 

 

6,316,336 

Weighted average diluted shares outstanding

6,288,461 

 

6,347,486 

 

6,310,395 

 

6,359,597 

Basic earnings per common share

$  0.42 

 

$  0.48 

 

$  1.28 

 

$  1.42 

Diluted earnings per common share

0.42 

 

0.47 

 

1.27 

 

1.41 

Return on average assets

0.95%

 

1.15%

 

0.97%

 

1.14%

Return on average shareholders' equity

16.16%

 

18.31%

 

16.42%

 

18.29%

Net interest rate spread

3.38%

 

3.81%

 

3.40%

 

3.86%

Net interest margin

3.72%

 

4.04%

 

3.71%

 

4.05%

Efficiency ratio (1)

64.34%

 

61.18%

 

64.21%

 

61.82%

               

(1)

The efficiency ratio excludes amortization of intangibles, equity in losses of real estate limited partnerships, OREO expenses, gain/loss on sales of securities, state franchise taxes, and any significant nonrecurring items.

Note:

As of September 30, 2006, the Bank had off-balance sheet liabilities in the form of standby letters of credit to customers in the amount of $6.27 million.

<PAGE>

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