425 1 d425.htm FORM 425 Form 425

Filed by Chittenden Corporation Pursuant to Rule 425

under the Securities Act of 1933

Subject Company: Merrill Merchants Bancshares, Inc.

Commission File No.: 000-24715

This filing relates to a press release dated April 19, 2007 issued by Chittenden Corporation. The following is a copy of the press release.

 

Chittenden Corporation      

LOGO

2 Burlington Square      
P.O. Box 820      
Burlington, Vermont 05402-0820    Kirk W. Walters   
802-658-4000    (802) 660-1561   
     

For Immediate Release

 

April 19, 2007    32/07

Chittenden Corporation Reports Higher Earnings Per Share, Increases Quarterly

Dividend and Announces New Share Repurchase Plan

Burlington, VT – Chittenden Corporation (NYSE:CHZ) Chairman, President and Chief Executive Officer, Paul A. Perrault, today announced earnings for the quarter ended March 31, 2007 of $20.0 million, or $0.44 per diluted share, compared to $20.2 million or $0.43 per diluted share from the same period a year ago. Chittenden also announced a 10% increase in its quarterly dividend to $0.22 per share. The dividend will be paid on May 11, 2007 to shareholders of record on April 27, 2007.

In making the announcement, Perrault said, “Although the economic activity in our markets has seen a slowdown, fundamentals continue to be reasonably sound. This, coupled with intense competition, has challenged us in making progress. Nonetheless, the Company’s focus and effort has again produced good results.”

Perrault also announced that the Board of Directors approved a new share repurchase plan on April 18, 2007 for one million shares of the Corporation’s common stock. The repurchase of the common stock may be done in negotiated transactions or open market purchases over the next two years.

FIRST QUARTER 2007 FINANCIAL HIGHLIGHTS

 

  q Commercial loans increased 7% from March 31, 2006.

 

  q Investment management and trust income increased 10% from the same period a year ago.

 

  q Nonperforming assets (NPAs) declined from the first quarter of 2006 and net charge-offs remained low at two basis points.

 

  q The Company repurchased 778,000 common shares in the first quarter of 2007.

On January 19, 2007, the Company announced that it had signed a definitive merger agreement whereby Chittenden will acquire Merrill Merchants Bancshares, Inc and its subsidiary, Merrill Merchants Bank, for approximately $111.4 million in cash and stock. Merrill Merchants is a $449 million commercial bank headquartered in Bangor, Maine and the acquisition is expected to close in the second quarter of 2007. The completion of the acquisition remains subject to the approval of the shareholders of Merrill Merchants, as well as various regulatory agencies. Following the completion of the transaction, Merrill Merchants Bank will operate as a separate unit of Chittenden Corporation, maintaining its name and senior management team. Perrault added “We look forward to Merrill Merchants joining us in the second quarter. Merrill’s relationship-based banking model is a great match with Chittenden’s.”

ASSETS

Total assets increased $156 million from a year ago to $6.6 billion at March 31, 2007. Total loans increased 5% from March 31, 2006 to $4.8 billion at the end of the first quarter of 2007. The increases were attributable to growth in the C&I, commercial real estate and multi-family residential properties. The Company’s securities portfolio declined by 10% from the first quarter of 2006 to $1.2 billion at March 31, 2007. The decrease in the securities portfolio from March 31, 2006 was due to maturities and sales that were utilized to fund loan growth.


Chittenden Corporation       LOGO
2 Burlington Square      
P.O. Box 820      
Burlington, Vermont 05402-0820    Kirk W. Walters   
802-658-4000    (802) 660-1561   
     

For Immediate Release

LIABILITIES

Total deposits increased $146 million from a year ago to $5.5 billion at March 31, 2007. The increase from March 31, 2006 was driven primarily by the Company’s commercial customers and resulted in higher activity in CMA/money market accounts, and jumbo CDs. Other borrowings increased from December 31, 2006 due to the February 14, 2007 issuance of $125 million in subordinated debt securities with a coupon of 5.8%. The Company expects to utilize the proceeds from the issuance of the subordinated debt to redeem its 8.0% trust preferred securities (“TPS”) that are callable on July 1, 2007.

NET INTEREST INCOME

Net interest income on a tax equivalent basis for the three months ended March 31, 2007 was $59.9 million, which was down $1.8 million from the same period a year ago. The decrease in net interest income was primarily attributable to the repurchase of 2.4 million shares of common stock over the last twelve months ($815,000) and the termination of the interest rate swaps on the TPS ($712,000).

The Company’s net interest margin for the first quarter of 2007 was 4.06%, a decrease of 14 basis points from the similar period in 2006. The decline in the net interest margin primarily related to the 2007 issuance of subordinated debt securities (6 basis points), the repurchase of common stock (4 basis points), and the termination of the TPS interest rate swaps (4 basis points).

The Company’s net interest margin for the first quarter of 2007 declined 23 basis points from the fourth quarter of 2006. The decrease in the net interest margin was primarily attributable to higher deposit costs (10 basis points), lower recoveries on nonperforming loans (6 basis points), the subordinated debt securities (6 basis points) and the repurchase of common stock.

NONINTEREST INCOME

Noninterest income increased 3% from the same period a year-ago due to higher investment management and trust fees and insurance commissions. The increase in investment management and trust fees were primarily driven by higher brokerage and mutual fund sales at Chittenden Securities, LLC, and retirement plan services income. The increase in insurance commissions from the first quarter of 2006 was primarily due to higher performance based income.

NONINTEREST EXPENSE

Noninterest expense was $47.3 million for the first quarter of 2007, an increase of 2% from the same period a year ago. The increase from the comparable quarter in 2006 was primarily a result of higher salaries and other expense. Salary expense increased due to normal cost of living adjustments, additional wealth management staffing and the opening of two new branches in 2006. In addition, the Company experienced an increase in other noninterest expense, primarily due to higher accounting and marketing expenses.

INCOME TAXES

The effective income tax rate for the first quarter of 2007 was 29%, compared with 34% for the comparable quarter in 2006. The lower effective income tax rate for the first quarter of 2007 was primarily attributable to higher low income housing credits and charitable contributions as well as a one time change in the tax accounting method for a customer list intangible related to a prior acquisition.

CREDIT QUALITY

The provision for credit losses was $1.5 million, consistent with the first quarter of 2006. NPAs were $23.3 million at March 31, 2007, compared to $24.8 million at March 31, 2006. NPAs as a percentage of total loans at the end of the first quarter of 2007 were 49 basis points, which was down from 55 basis points in the first quarter of 2006. Net charge-offs as a percentage of average loans were 2 basis points for both periods. As a percentage of total loans, the allowance for credit losses excluding municipals was 1.39%, down 4 basis points from the similar period in 2006 and flat with December 31, 2006.


Chittenden Corporation       LOGO
2 Burlington Square      
P.O. Box 820      
Burlington, Vermont 05402-0820    Kirk W. Walters   
802-658-4000    (802) 660-1561   
     

For Immediate Release

EARNINGS CONFERENCE CALL

Kirk W. Walters, Executive Vice President and Chief Financial Officer of Chittenden Corporation, will host a conference call on April 19, 2007 at 10:30 a.m. 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 877-407-8031. International dial-in number is 201-689-8031. 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 April 27, 2007 by calling 877-660-6853, international callers dial in number is 201-612-7415. Replay passcodes (both required for playback): Account #286, Conference ID #236959. 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 banks1, the Company offers a broad range of financial products and services to customers throughout Northern New England, Massachusetts and Connecticut, 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, failure to satisfy the closing conditions related to the acquisition of Merrill Merchants is a timely manner or at all, costs or difficulties related to the integration of the businesses following the merger, 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, 2006. 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.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger of Merrill Merchants with and into Chittenden, Chittenden has filed a registration statement on Form S-4 with the Securities and Exchange Commission containing a proxy statement/prospectus dated March 27, 2007, which has been mailed to Merrill Merchants shareholders. Investors are urged to read these materials, and any other documents filed by Chittenden or Merrill Merchants with the SEC, because they contain or will contain important information about Chittenden, Merrill Merchants and the merger. Chittenden, Merrill Merchants and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Merrill Merchants in connection with the merger. Information about the directors and executive officers of Chittenden and Merrill Merchants and information about any other persons who may be deemed participants in this transaction is included in the proxy statement/prospectus. The proxy statement/prospectus and other relevant materials, and any other documents filed by Chittenden or Merrill with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors may obtain free copies of these documents by directing a written request to Chittenden Corporation, 2 Burlington Square, Burlington, Vermont 05402-0820, Attention: General Counsel.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.


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, Chittenden Services Group, Chittenden Mortgage Services, and it owns Chittenden Insurance Group, LLC, Chittenden Securities, LLC and Chittenden Commercial Finance.

 


CHITTENDEN CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In Thousands)

 

      3/31/07     12/31/06     3/31/06  

Assets:

      

Cash and Cash Equivalents

   $ 232,259     $ 199,358     $ 142,887  

Securities Available For Sale

     1,205,593       1,137,352       1,344,016  

FRB / FHLB Stock

     15,027       13,403       19,352  

Loans Held For Sale

     21,991       17,354       19,319  

Loans:

      

Commercial & Industrial (C&I)

     865,347       853,839       836,986  

Municipal

     159,459       141,522       172,443  

Multi-Family

     247,029       216,049       195,809  

Commercial Real Estate

     1,977,258       1,942,685       1,827,096  

Construction

     217,068       232,000       212,824  

Residential Real Estate

     749,018       751,450       731,798  

Home Equity Credit Lines

     319,235       322,124       316,355  

Consumer

     231,221       237,541       254,719  
                        

Total Loans

     4,765,635       4,697,210       4,548,030  

Less: Allowance for Loan Losses

     (62,768 )     (62,160 )     (61,464 )
                        

Net Loans

     4,702,867       4,635,050       4,486,566  

Accrued Interest Receivable

     32,802       33,123       32,772  

Other Assets

     86,512       83,938       93,673  

Premises and Equipment, net

     68,541       67,036       68,568  

Mortgage Servicing Rights

     14,209       14,155       13,966  

Identified Intangibles

     14,332       14,996       16,991  

Goodwill

     216,038       216,038       216,038  
                        

Total Assets

   $ 6,610,171     $ 6,431,803     $ 6,454,148  
                        

LIABILITIES AND STOCKHOLDERS’ EQUITY

      

Liabilities:

      

Deposits:

      

Demand

   $ 909,309     $ 966,758     $ 929,718  

Savings

     462,935       468,294       489,944  

NOW

     864,364       861,435       906,934  

CMAs/ Money Market

     1,663,107       1,655,349       1,584,777  

Certificates of Deposit less than $100,000

     880,993       848,814       853,645  

Certificates of Deposit $100,000 and Over

     749,061       678,243       618,319  
                        

Total Deposits

     5,529,769       5,478,893       5,383,337  

Securities Sold Under Agreements to Repurchase

     87,017       73,611       53,238  

Other Borrowings

     261,656       136,409       288,482  

Accrued Expenses and Other Liabilities

     67,569       71,804       59,295  
                        

Total Liabilities

     5,946,011       5,760,717       5,784,352  

Stockholders’ Equity:

      

Common Stock

     50,261       50,235       50,235  

Surplus

     276,843       276,034       272,696  

Retained Earnings

     479,271       468,331       430,811  

Treasury Stock, at cost

     (126,987 )     (105,666 )     (64,189 )

Accumulated Other Comprehensive Income

     (21,263 )     (24,008 )     (25,216 )

Directors Deferred Compensation to be Settled in Stock

     6,035       6,160       5,459  
                        

Total Stockholders’ Equity

     664,160       671,086       669,796  

Total Liabilities and Stockholders’ Equity

   $ 6,610,171     $ 6,431,803     $ 6,454,148  
                        


CHITTENDEN CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In Thousands, except for per share amounts)

 

     For the Three Months Ended
     3/31/07    3/31/06

Interest Income:

     

Loans

   $ 82,809    $ 73,265

Investments

     12,515      14,694
             

Total Interest Income

     95,324      87,959

Interest Expense:

     

Deposits

     31,351      23,065

Borrowings

     5,192      3,898
             

Total Interest Expense

     36,543      26,963
             

Net Interest Income

     58,781      60,996

Provision for Credit Losses

     1,500      1,533
             

Net Interest Income after Provision for Credit Losses

     57,281      59,463
             

Noninterest Income:

     

Investment Management and Trust

     5,667      5,153

Service Charges on Deposits

     4,144      3,929

Mortgage Servicing

     792      663

Gains on Sales of Loans, Net

     1,172      1,370

Credit Card income, Net

     1,125      1,192

Insurance Commissions, Net

     2,156      2,046

Other

     3,027      3,234
             

Total Noninterest Income

     18,083      17,587
             

Noninterest Expense:

     

Salaries

     23,432      22,917

Employee Benefits

     5,867      5,752

Net Occupancy

     6,127      6,150

Data Processing

     1,043      971

Amortization of Intangibles

     665      665

Other

     10,153      9,945
             

Total Noninterest Expense

     47,287      46,400
             

Income Before Income Taxes

     28,077      30,650

Income Tax Expense

     8,052      10,452
             

Net Income

   $ 20,025    $ 20,198
             

Basic Earnings Per Share

   $ 0.44    $ 0.43

Diluted Earnings Per Share

     0.44      0.43

Dividends Per Share

     0.20      0.18


CHITTENDEN CORPORATION

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)

(In thousands, except ratios and per share amounts)

 

     3/31/07     3/31/06  

Selected Financial Ratios

    

Return on Average Tangible Equity 1

     18.93 %     18.92 %

Return on Average Equity

     12.21 %     12.21 %

Return on Average Tangible Assets 1

     1.34 %     1.35 %

Return on Average Assets

     1.26 %     1.27 %

Net Yield on Earning Assets

     4.06 %     4.20 %

Efficiency Ratio1

     58.72 %     56.61 %

Tangible Capital Ratio

     6.80 %     7.02 %

Leverage Ratio

     9.11 %     9.38 %

Tier 1 Capital Ratio

     10.93 %     11.61 %

Total Capital Ratio

     14.52 %     12.82 %

Common Share Data

    

Common Shares Outstanding

     44,722       46,748  

Weighted Average Shares Outstanding

     45,105       46,804  

Weighted Average and Common Equivalent Shares Outstanding

     45,750       47,401  

Book Value per Share

   $ 14.85     $ 14.33  

Tangible Book Value per Share1

   $ 9.70     $ 9.34  

Credit Quality Data

    

Nonperforming Assets (NPAs)

   $ 23,312     $ 24,844  

90 days past due and still accruing

     3,930       3,323  

NPAs to Loans Plus OREO

     0.49 %     0.55 %

Allowance for Loan Losses

   $ 62,768     $ 61,464  

Reserve for Unfunded Commitments2

     1,200       1,200  
                

Allowance for Credit Losses (ACL)

   $ 63,968     $ 62,664  

ACL to Loans

     1.34 %     1.38 %

ACL to Loans (excluding Municipals)

     1.39 %     1.43 %

ACL to Nonperforming Loans

     274.75 %     257.81 %

Charge-offs

   $ 1,617     $ 1,753  

Recoveries

     725       862  
                

Net Charge-offs

   $ 892     $ 891  

Net Charge-offs to Average Loans

     0.02 %     0.02 %

QTD Average Balance Sheet Data

    

Securities

   $ 1,191,388     $ 1,391,413  

Loans, Net

     4,663,406       4,455,403  

Earning Assets

     5,927,704       5,915,366  

Total Assets

     6,427,488       6,430,410  

Deposits

     5,365,049       5,377,674  

Borrowings

     328,039       321,073  

Stockholders’ Equity

     664,993       671,058  


1. Reconciliation of non-GAAP measurements to GAAP

 

Net Income (GAAP)

   $ 20,025     $ 20,198  

Amortization of core deposit intangible, net of tax

     432       432  
                

Tangible Net Income (A)

   $ 20,457       20,630  

Average Equity (GAAP)

   $ 664,993       671,058  

Average Core Deposit Intangible

     14,662       17,323  

Average Deferred Tax on CDI

     (3,993 )     (4,610 )

Average Goodwill

     216,038       216,038  
                

Average Tangible Equity (B)

   $ 438,286       442,307  

Return on Average Tangible Equity (A) / (B)

     18.93 %     18.92 %

Average Assets (GAAP)

   $ 6,427,488       6,430,410  

Average Core Deposit Intangible

     14,662       17,323  

Average Deferred Tax on CDI

     (3,993 )     (4,610 )

Average Goodwill

     216,038       216,038  
                

Average Tangible Assets (C)

   $ 6,200,781       6,201,659  

Return on Average Tangible Assets (A) / (C)

     1.34 %     1.35 %

Efficiency Ratio: is computed by dividing total noninterest expense (less oreo expense, amortization expense, franchise tax 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. ($47,287-$14-$665-$833) / ($59,882+$18,083-14) = 58.72%.

Tangible book value per share: is computed by subtracting goodwill and identified intangibles from equity, and dividing the resultant number by common shares outstanding, e.g. ($664,160-$14,332-$216,038) / 44,722= $9.70.

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.