CHITTENDEN CORP /VT/
10-Q, 1995-05-12
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-Q

                X   Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                      For Three Months Ended March 31, 1995
                                       or
                   Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934 
            For the transition period from ____________to____________


                          Commission File Number 0-7974

                             CHITTENDEN CORPORATION
                 (Exact Name of Registrant as Specified in its Charter)


VERMONT                                 03-0228404
(State of Incorporation)            (IRS Employer Identification No.)

TWO BURLINGTON SQUARE
BURLINGTON, VERMONT                                           05401
(Address of Principal Executive Offices)                    (Zip Code)


                 Registrant's Telephone Number:  (802) 658-4000

                                 NOT APPLICABLE
                Former Name, Former Address and Formal Fiscal Year
                           If Changed Since Last Report


Indicate by checkmark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  

                                   YES  X         NO       

At March 31, 1995, there were 6,788,743 shares of the Corporations's $1.00 par
value common stock issued, with 6,549,888 shares outstanding.


Chittenden Corporation
Consolidated Balance Sheets (Unaudited)




                                              March 31,             December 31
                                                 1995                   1994
                                             --------               --------
ASSETS                                                      (In Thousands)

Cash and Cash Equivalents                      $108,926               $100,973

Securities Available For Sale                   253,025                196,829

Securities Held For Investment (Market Value 
 $9,526,000 in 1995; and $9,280,000 in 1994)      9,849                  9,869

Stock in Federal Home Loan Bank                   4,365                      -

Loans:
    Commercial                                  177,071                105,281
  Real Estate:
    Residential                                 444,829                405,618
    Commercial                                  260,147                214,103
    Construction                                 10,706                  7,281
                                             -----------            -----------
      Total Real Estate                         715,682                627,002
    Consumer                                    133,569                140,677
                                             -----------            -----------
Total Loans                                   1,026,322                872,960
  Less:  Allowance for Possible Loan Losses     (23,402)               (19,099)
                                             -----------            -----------
Net Loans                                     1,002,920                853,861
                                             -----------            -----------
Loans Held for Sale                               9,513                  2,870
Premises and Equipment, Net                      18,388                 17,864
Intangible Assets, Net                           12,088                      -
Accrued Interest Receivable                      11,606                  9,906
Other Real Estate Owned                           2,178                  1,288
Net Deferred Tax Asset                           14,019                 11,969
Other Assets                                     14,040                  8,479
                                             -----------            -----------
Total Assets                                 $1,460,917             $1,213,908
                                             ===========            ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Deposits:
  Demand                                       $182,660               $180,481
  Certificates of Deposit $100,000 and Over     129,556                 69,885
  Savings and Other Time                        958,006                819,832
                                             -----------            -----------
Total Deposits                                1,270,222              1,070,198
                                             -----------            -----------
Short-Term Borrowings                            43,539                 22,650
Accrued Expenses and Other Liabilities           28,172                 22,750
                                             -----------            -----------
Total Liabilities                             1,341,933              1,115,598
                                             -----------            -----------
Stockholders' Equity:
  Common Stock - $1 Par Value
    Authorized - 30,000,000 Shares
    Issued - 8,485,929 Shares in 1995;            
     and 8,099,870 in 1994                        8,486                  8,100
  Surplus                                        58,331                 49,863
  Retained Earnings                              59,627                 55,755
Treasury Stock - At Cost, 298,569 Shares in 1995;
      710,346 in 1994                            (4,029)                (9,586)
Net Unrealized Loss on Securities Available for
  Sale, Net of Taxes of $1,671,000 in 1995;                      
    and $3,077,000 in 1994                       (3,337)                (5,718) 
Unearned Portion of Employee Restricted Stock       (94)                  (104)
                                             -----------            -----------
Total Stockholders' Equity                      118,984                 98,310
                                             -----------            -----------
Total Liabilities and Stockholders' Equity   $1,460,917             $1,213,908
                                             ===========            ===========

Certain amounts for 1994 have been reclassified to conform with 1995 class-
ifications.

The accompanying notes are an integral part of these consolidated financial
statements.


Chittenden Corporation
Consolidated Statements of Income (Unaudited)



                                           Three Months Ended March 31,

                                                1995           1994
                                             -----------    -----------
                                                   (In Thousands)

Interest Income:
  Interest on Loans                             $20,728        $16,011
  Investment Securities:
    Mortgage-Backed Securities                      562            553
    Taxable                                       2,542          2,062
    Tax-Favored Debt                                480            249
    Tax-Favored Equity                              185            196
  Short-Term Investments                            643            141
                                             -----------    -----------
Total Interest Income                            25,140         19,212
                                             -----------    -----------
Interest Expense:
  Deposits:
    Savings                                       5,163          2,965
    Time                                          4,990          3,515
                                             -----------    -----------
  Total Interest on Deposits                     10,153          6,480

  Short-Term Borrowings                             531            476
                                             -----------    -----------
Total Interest Expense                           10,684          6,956
                                             -----------    -----------
Net Interest Income                              14,456         12,256
Provision for Possible Loan Losses                  950          1,200
                                             -----------    -----------
Net Interest Income after Provision for
      Possible Loan Losses                       13,506         11,056
                                             -----------    -----------
Noninterest Income:
  Trust Department Income                         1,080          1,004
  Service Charges on Deposit Accounts             1,169          1,062
  Losses on Sales of Securities, Net                  -            (18)
  Mortgage Servicing Income                         494            512
  Gains on Sales of Mortgage Loans                  123            535
  Credit Card Income                              2,558          1,713
  Other                                           1,163            878
                                             -----------    -----------
Total Noninterest Income                          6,587          5,686
                                             -----------    -----------
Noninterest Expense:
  Salaries                                        4,488          4,270
  Employee Benefits                               1,675          1,563
  Net Occupancy Expense                           1,570          1,442
  FDIC Deposit Insurance                            593            592
  Other Real Estate Owned Income and Expense, Net  (137)           (95)
  Credit Card Expense                             1,752          1,089
  Other                                           3,324          2,829
                                             -----------    -----------
Total Noninterest Expense                        13,265         11,690
                                             -----------    -----------
Income Before Income Taxes                        6,828          5,052

Provision for Income Taxes                        2,186          1,667
                                             -----------    -----------
Net Income                                       $4,642         $3,385
                                             ===========    ===========
Earnings Per Share:

      Primary                                     $0.60          $0.42

      Fully Diluted                               $0.60          $0.42

  Dividends Declared Per Share                    $0.10          $0.08
  Book Value                                     $14.54         $12.68

Weighted Average Common Shares Outstanding    7,741,544      7,778,758

The accompanying notes are an integral part of these consolidated financial
statements.


Chittenden Corporation
Average Balances, Interest Income and Expense, and Average Rates (Unaudited)



                                          For the Three Months Ended March 31,
                                                          1995
                                       -----------------------------------------
                                                         Interest      Average
                                         Average          Income/       Yield/
                                        Balance (4)     Expense(1)     Rate(1)
                                       -----------------------------------------
                                                     (In Thousands)
ASSETS
Interest-Earning Assets:
  Loans (2)                                $896,076       $20,660         9.35%
  Industrial Revenue Bonds (3)                7,450           225        12.25
  Investments:
    Taxable                                 199,875         3,102         6.29
    Tax-Favored Debt Securities              44,141           700         6.43
    Tax-Favored Equity Securities            15,982           257         6.52
  Interest-Bearing Deposits in Banks            100             1         4.06
  Federal Funds Sold                         44,800           642         5.81
                                            -------       -------
    Total Interest-Earning Assets         1,208,424        25,587         8.59
                                                          -------
  NonInterest-Earning Assets                102,323
  Allowance for Possible Loan Losses        (20,041)
                                            -------
    Total Assets                         $1,290,706
                                        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-Bearing Liabilities:
  Savings and Interest-Bearing
    Transactional Accounts                  561,078         5,164         3.73
  Certificates of Deposit $100,000
    and Over                                107,701         1,497         5.64
  Other Time Deposits                       310,464         3,493         4.56
                                            -------       -------
    Total Interest-Bearing Deposits         979,243        10,154         4.21

  Short-Term Borrowings                      30,823           531         6.99
                                            -------       -------
    Total Interest-Bearing Liabilities    1,010,066        10,685         4.29
                                                          -------
NonInterest-Bearing Liabilities:

  Demand Deposits                           162,410
  Other Liabilities                          13,027
                                            -------
    Total Liabilities                     1,185,503

  Stockholders' Equity                      105,203
                                            -------
    Total Liabilities and
      Stockholders' Equity               $1,290,706
                                        ===========
Net Interest Income                                       $14,902
                                                          =======

Interest Rate Spread (5)                                                  4.30%

Net Yield on Earning Assets (6)                                           5.00%



(1)  On a fully taxable equivalent basis.  Calculated using a Federal Income 
     Tax Rate of 35%.
(2)  Includes nonperforming loans
(3)  Industrial revenue bonds are included in Loans in the Financial
     Statements.
(4)  Average balances are based on historical amortized cost balances.
(5)  Interest rate spread is the average rate earned on total interest-earning
     assets less the average rate paid for interest-bearing liabilities.
(6)  Net yield on earning assets is net interest income divided by total
     interest-earning assets.

The accompanying notes are an integral part of these consolidated financial
statements.



Chittenden Corporation
Average Balances, Interest Income and Expense, and Average Rates (Unaudited)


                                          For the Three Months Ended March 31,
                                                          1994
                                       -----------------------------------------
                                                         Interest      Average
                                           Average       Income/       Yield/
                                          Balance (4)   Expense(1)     Rate(1)
                                       -----------------------------------------
                                                     (In Thousands)
ASSETS
Interest-Earning Assets:
  Loans (2)                                $824,787       $15,863         7.80%
  Industrial Revenue Bonds (3)               10,244           217         8.59
  Investments:
    Taxable                                 208,670         2,615         5.08
    Tax-Favored Debt Securities              28,840           361         5.08
    Tax-Favored Equity Securities            28,694           266         3.76
  Interest-Bearing Deposits in Banks          2,266            18         3.22
  Federal Funds Sold                         15,000           123         3.33
                                            -------       -------
    Total Interest-Earning Assets         1,118,501        19,463         7.06
                                                          -------
  NonInterest-Earning Assets                 95,163
  Allowance for Possible Loan Losses        (19,331)
                                            -------
    Total Assets                         $1,194,333
                                        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-Bearing Liabilities:
  Savings and Interest-Bearing
    Transactional Accounts                  502,057         2,965         2.40
  Certificates of Deposit $100,000
    and Over                                 70,632           607         3.49
  Other Time Deposits                       312,847         2,908         3.77
                                            -------       -------
    Total Interest-Bearing Deposits         885,536         6,480         2.97

  Short-Term Borrowings                      43,062           476         4.48
                                            -------       -------
    Total Interest-Bearing Liabilities      928,598         6,956         3.04
                                                          -------
NonInterest-Bearing Liabilities:

  Demand Deposits                           153,544
  Other Liabilities                          13,076
                                            -------
    Total Liabilities                     1,095,218

  Stockholders' Equity                       99,115
                                            -------
    Total Liabilities and
      Stockholders' Equity               $1,194,333
                                        ===========
Net Interest Income                                       $12,507
                                                          =======

Interest Rate Spread (5)                                                  4.02%

Net Yield on Earning Assets (6)                                           4.53%



(1)  On a fully taxable equivalent basis.  Calculated using a Federal Income 
     Tax Rate of 35%.
(2)  Includes nonperforming loans
(3)  Industrial revenue bonds are included in Loans in the Financial
     Statements.
(4)  Average balances are based on historical amortized cost balances.
(5)  Interest rate spread is the average rate earned on total interest-earning
     assets less the average rate paid for interest-bearing liabilities.
(6)  Net yield on earning assets is net interest income divided by total
     interest-earning assets.

The accompanying notes are an integral part of these consolidated financial
statements.



Chittenden Corporation
Consolidated Statements of Cash Flows (Unaudited)

                                          For the Three Months Ended March 31,
                                                             1995        1994
                                                              (In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                 $4,642      $3,385
  Adjustments to reconcile net income to net
      cash provided by operating activities:
    Provision for possible loan losses                          950       1,200
    Depreciation and amortization                               555         490
    Amortization of intangible assets                            50           -
    Amortization of premiums, fees, and discounts, net           69         277
    Investment securities (gains) losses                          0          18
    Deferred (prepaid) income taxes                          (1,475)        131
Changes in assets and liabilities net of effects from purchase of the
   Bank of Western Massachusetts:
     Loans held for sale                                     (6,643)      6,441
     Accrued interest receivable                               (126)       (908)
     Other assets                                            (2,808)       (180)
     Accrued expenses and other liabilities                   2,459         434
                                                           ---------   ---------
      Net cash provided by operating activities              (2,327)     11,288
                                                           ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of Bank of Western Massachusettes, net of    
       cash acquired                                         (3,455)          -
    Proceeds from sales of securities (available for sale)   14,849      63,413
    Proceeds from maturing securities and principal payments      
       on securities (available for sale)                   103,164      25,979
    Purchase of securities (available for sale)            (132,897)   (147,080)
    Proceeds from principal payments on securities (held
      for investment)                                            20         460
    Loans originated, net of principal repayments            10,633      30,527
    Purchases of premises and equipment                      (1,757)       (381)
                                                           ---------   ---------
      Net cash used in investing activities                  (9,443)    (27,082)
                                                           ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase (decrease) in deposits                      23,629     (16,768)
    Net decrease in short-term borrowings                    (3,271)    (18,352)
    Proceeds from issuance of treasury and common stock         135         107
    Dividends on common stock                                  (770)       (623)
                                                           ---------   ---------
      Net cash provided by (used in) financing activities    19,723     (35,636)
                                                           ---------   ---------
Net increase (decrease) in cash and cash equivalents          7,953     (51,430)
Cash and cash equivalents at beginning of year              100,973     195,111
                                                           ---------   ---------
Cash and cash equivalents at March 31,                     $108,926    $143,681
                                                           =========   =========
Supplemental disclosure of cash flow information:
    Cash paid during the period for:
      Interest                                               $9,527      $6,855
      Income taxes                                              100         250
    Noncash transactions:
      Loans transferred to other real estate owned            2,531         232
      Mortgage loans securitized                              8,199           -

The accompanying notes are an integral part of these consolidated financial 
statements.



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1995

NOTE 1 - ACCOUNTING POLICIES

     The Company's significant accounting policies, other than those described
in Note 2 below, are described in Note 1 of the Notes to Consolidated Financial
Statements included in its 1994 Annual Report on Form 10-K filed with the
Securities and Exchange Commission.  For interim reporting purposes, the Company
follows the same basic accounting policies and considers each interim period as
an integral part of an annual period.

     The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods.

NOTE 2 - ACCOUNTING POLICY CHANGE - ADOPTION OF SFAS 114

     As of January 1, 1995, the Company adopted Statement of Financial
Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan,
as amended by SFAS No. 118 (hereafter collectively referred to as SFAS 114).  A
loan is impaired when, based on current information and events, it is probable
that a creditor will be unable to collect all amounts due according to the
contractual terms of the loan agreement.  SFAS 114 requires that impaired loans
be measured based on the present value of the expected future cash flows
discounted at the loan's effective interest rate.  In the case of collateral
dependent loans, impairment may be measured based on the fair value of the
collateral.  This change in accounting as prescribed by SFAS 114 did not result
in a cumulative adjustment of the Company's reported financial condition. 
Further, adoption of SFAS 114 did not impact the Company's measurement of its
provision for possible loan losses for the quarter ended March 31, 1995.

     The adoption of SFAS 114 had no impact on the Company's income recognition
policy for nonaccrual loans.

     Allowance for Possible Loan Losses.  The following table presents changes
in the allowance for possible loan losses:
       
                                                 First Quarter
                                                 Ended March 31,
                                             ---------------------
                                               1995      1994  
                                                (In Thousands)
Beginning Balance                            $19,099   $18,917
Allowance of Acquired Bank                     4,135     --0--
Provision                                        950     1,200
Loans Charged Off                             (1,053)   (1,356)
Loan Recoveries                                  271       224
                                             --------   -------
Ending Balance                               $23,402   $18,985


     At March 31, 1995, the recorded investment in loans that are considered to
be impaired under SFAS 114 was $6,481,000 (all such loans were on a nonaccrual
basis).  Included in this amount is $3,456,000 of impaired loans for which the
related allowance for possible loan losses is $594,000, and $3,025,000 of
impaired loans for which no specific allowance for possible loan losses has been
allocated.  The average recorded investment in impaired loans during the quarter
ended March 31, 1995 was approximately $6,890,000.  For the quarter ended March
31, 1995, interest income on impaired loans totaled $17,000, which was
recognized on a cash basis.

NOTE 3 - ACQUISITION

     On March 17, 1995 the Company acquired all of the outstanding shares of the
common stock of Bank of Western Massachusetts.  The Company issued 627,525
shares (before considering the impact of the stock split described in Note 4
below) at a price of $22.75 per share; 326,875 of the shares issued were
treasury stock.  The total cash outlay, including payments made with respect to
outstanding stock options and warrants issued by Bank of Western Massachusetts,
was $12.1 million.  This transaction has been accounted for as a purchase and,
accordingly the consolidated statement of income includes Bank of Western
Massachusetts' results of operations from the date of acquisition.

     In accordance with the purchase method of accounting, the purchase price
has been allocated to assets acquired and liabilities assumed based on estimates
of fair value at the date of acquisition.  The excess of purchase price over the
fair value of assets acquired, including a core deposit intangible asset, has
been recorded as goodwill.  The fair value of these assets and liabilities is
summarized as follows:
                                             (In Thousands)
Cash and Cash Equivalents                    $   8,715
Securities Available for Sale                   42,123
Net Loans                                      158,975
Premises and Equipment                           1,422
Core Deposit Intangible                          5,021
Goodwill                                         7,117
Other Real Estate Owned                          1,296
Prepaid Expenses and Other Assets                5,296
Deposits                                      (176,395)
Short-Term Borrowings                          (18,890)
Accrued Expenses and Other Liabilities          (8,143)
     Total Acquisition Cost                  $  26,447
                                             ==========

     Included in the total acquisition cost are approximately $100,000 of
capitalized costs incurred in connection with the acquisition.

     Since this acquisition was only recently consummated, future adjustments to
certain preliminary estimates may result in adjustments to these amounts.  Such
adjustments, in aggregate, are not expected to be material.

     Goodwill is being amortized on a straight-line basis over 15 years; the
core deposit intangible is being amortized on an accelerated basis over 10
years.

     Following is supplemental information reflecting selected pro forma results
if this acquisition had been consummated at the beginning of the periods
presented:

                                                     First
                                   Full Year        Quarter
                                  -------------------------
                                     1994            1995 
                                  -------------------------
                                  (In Thousands, except EPS)

Total Revenue                      $87,346        $22,928
Net Income                          15,972          3,630

Earnings per Share (EPS) 
 (Split-adjusted)                  $  1.84        $  0.43

     Total revenue includes net interest income and noninterest income.

NOTE 4 - SUBSEQUENT EVENTS

     Stock Split.  On April 19, 1995, the Company declared a five-for-four stock
split to be distributed on May 26, 1995 to stockholders of record May 12, 1995. 
This stock split has been reflected in the accompanying balance sheets as of
March 31, 1995 and December 31, 1994; all per share information shown on the
accompanying statements of income has been retroactively restated to reflect the
split.

     Dividend Declaration.  On April 19, 1995, the Company declared dividends of
approximately $1.25 million or $0.15 per (post-split) share.  This dividend is
to be paid on May 26, 1995 to stockholders of record May 12, 1995.


                         PART I.  FINANCIAL INFORMATION

      Item 2.  Management's Discussion and Analysis of Financial Condition 
                            and Results of Operations

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Chittenden Corporation completed the acquisition of The Bank of Western
Massachusetts on March 17, 1995.  A total of $12 million in cash and 627,525
shares of stock were paid in the transaction, which is being accounted for as a
purchase.  Because the transaction closed late in the period, there was very
little impact on consolidated net income for the quarter.  All balance sheet
information reflects the consolidation of the acquired bank, which had $231
million in assets at March 31, 1995.

     Chittenden Corporation's net income for the first quarter of 1995 was $4.6
million compared with $3.4 million a year ago.  Net income per share of common
stock was $0.75 for the first three months of 1995, up from $0.53 reported a
year ago.  Return on average assets was 1.46% for the first three months of 1995
compared with 1.15% last year.  Return on average equity was 17.89% for the
first three months of 1995 compared with 13.85% for the same period in 1994.

     Net interest income on a fully taxable equivalent basis was $14.9 million,
up $2.4 million from the amount earned during the first quarter of 1994. 
Contributing to this increase were both a higher net yield on earning assets, up
47 basis points from a year ago to 5.00%, and higher average earning assets, up
$89.9 million from a year ago.

     Provisions for and activity in the allowance for possible loan losses are
summarized as follows:
                                        First Quarter
                                        Ended March 31
                                   ------------------------
                                   1995                1994
                                   ------------------------
                                       (In Thousands)

Beginning Allowance for Possible
 Loan Losses Balance               $19,099        $18,917
Allowance of Bank Acquired
 March 17, 1995                      4,135            -
Provision for Possible Loan 
 Losses                                950          1,200         
Loans Charged Off                   (1,053)        (1,356)
 Loan Recoveries                       271            224 
Ending Allowance for Possible 
 Loan Losses Balance               $23,402        $18,985  

   Noninterest income amounted to $6.5 million for the first quarter of 1995,
up 14.4% from a year ago.  Credit card income increased by $845,000, or 49.3%,
reflecting continued growth in cardholder and merchant areas. Other income was
up $203,000 for first quarter 1995, due primarily to the gain of $212,000 in the
sale of a bank property.  Service charges on deposit accounts were up $167,000
from a year earlier, to $1.2 million.  Trust Department revenue of $1.1 million
increased 7.6% from a year ago.  Mortgage servicing income decreased $18,000,
reflecting amortization of purchased mortgage servicing rights in 1995.  Gains
on sales of mortgage loans were $412,000 lower than 1994 first quarter,
reflecting a lower volume of mortgage sales due to primarily decreased levels of
refinancing activity.  Chittenden continues to sell most of its fixed rate
residential mortgage production on the secondary market.   

   For the first quarter of 1995 noninterest expenses were $13.3 million, up
13.5% from last year.  Credit card expenses increased by 60.9%, or $663,000, due
to the higher volumes described above.  Salary expenses were up 5.1%; and
employee benefits increased by 7.2%, reflecting higher medical insurance
expenses and incentive compensation accruals related to Company performance. 
Occupancy expense was up 8.9%.  Expenses connected with maintaining properties<PAGE>
acquired by foreclosure reflected a net credit of $137,000, due to the recovery
of previously incurred expenses.  

CREDIT QUALITY

   Nonperforming assets include nonaccrual loans, restructured debt, and
foreclosed real estate (Other Real Estate Owned).  As of March 31, 1995,
nonperforming assets totaled $15.1 million, down $275,000 from the level one
year earlier and up $5.7 million from the level reported at December 31, 1994.

   The allowance for loan losses was $23.4 million at March 31, 1995, up from
$19.1 million at year-end 1993 and $19.0 million at March 31, 1994.  At March
31, 1995, the allowance measured 2.28% of loans, compared with 2.19% at year-end
1994, 2.32% at March 31, 1994.  The increase in the loan allowance and
nonperforming assets were primarily due to the effect of the acquisition.

A summary of credit quality follows:

                            03/31/95  12/31/94    03/31/94
                            ------------------------------
                                    (In Thousands)

Nonaccrual Loans              $12,755   $ 7,934   $13,571
Restructured Debt                 190       185       190
Other Real Estate
 Owned (OREO)                   2,183     1,288     1,642
        
Total Nonperforming
 Assets (NPA)                 $15,128   $ 9,407   $15,403

Loans Past Due 90 Days or
 More and Still Accruing
 Interest                     $ 3,733  $  1,132   $ 1,022
Allowance for Possible
 Loan Losses                   23,402    19,099    18,985
NPA as % of Loans 
 Plus OREO                       1.47%     1.08%    1.88%
Loss Allowance as % 
 of Loans                        2.28      2.19      2.32
Loss Allowance as %
 of Nonperforming Loans       180.63     235.24   137.96
Loss Allowance as % 
 of NPA                  154.69     203.02     123.26

   As of January 1, 1995, the Company adopted Statement of Financial Accounting
Standards No. 114, Accounting by Creditors for Impairment of a Loan, as amended
by SFAS No. 118.  Please refer to NOTE 2 to the Consolidated Financial
Statements appearing elsewhere in this document.

CAPITAL

   Common stockholders' equity totaled $119.0 million at March 31, 1995, up
from $98.3 million at year-end 1994.  The increase reflects the impact of
issuing 627,525 shares of common stock, with a value of $14.3 million, in
connection with the acquisition of The Bank of Western Massachusetts.  The
increase from year-end also reflects first quarter net income of $4.6 million,
the improvement of $2.4 million in the valuation allowance for net unrealized
losses investment securities available for sale, and dividends paid to
stockholders of $770,000.    

   "Tier One" capital, consisting entirely of common equity, measured 10.11% of
risk-weighted assets at March 31, 1995.  Total capital, including the "Tier Two"
allowance for loan losses, stood at 11.47% of risk-weighted assets.  The
leverage capital ratio was 7.41%.  These ratios placed Chittenden in the "well-<PAGE>
capitalized" category according to regulatory standards.

LIQUIDITY

   The Company's liquidity and rate sensitivity are monitored by the Bank's
asset and liability committee.  This committee meets regularly to review and
direct the Bank's lending and investment activities, as well as its deposit-
gathering functions.

   The measure of an institution's liquidity is its ability to meet its cash
commitments at all times with available cash or by conversion of other assets to
cash at a reasonable price.  At March 31, 1995, the Company maintained cash
balances and short-term investments of approximately $108.9 million, compared
with $101.0 million at December 31, 1994.  During the first three months of
1995, the Company continued to be an average daily net seller of Federal Funds.<PAGE>


                           PART 11 - OTHER INFORMATION

                    Item 6.  Exhibits and Reports on Form 8-K

   a.     Exhibits

          Exhibit 27.  Financial Data Schedule

   b.     Reports on Form 8-K

          Press release related to the completion of the acquisition of The Bank
          of Western Massachusetts filed via Edgar on March 17, 1995.
<PAGE>

                             CHITTENDEN CORPORATION

                                   SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        CHITTENDEN CORPORATION
                                        Registrant




May 11, 1995                            S/PAUL A. PERRAULT
Date                                    Paul A. Perrault, President
                                        and Chief Executive Officer





May 11, 1995                            S/NANCY ROWDEN BROCK
Date                                    Nancy Rowden Brock
                                        Treasurer


<TABLE> <S> <C>

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<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                           76826
<INT-BEARING-DEPOSITS>                             100
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                                0
                                          0
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<LOANS-PAST>                                      3733
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