Merrill Merchants Bancshares (MERB) 10-Q 2007 Q1 Quarterly report

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2007

Commission File Number: 000-24715

MERRILL MERCHANTS BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

MAINE (State or other jurisdiction of incorporation or organization) 01-0471507 (IRS Employer Identification No.)

201 Main Street

Bangor, Maine 04402-0925

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: 207-942-4800

Indicate by check mark 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: [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer    Accelerated filer   Non-accelerated filer   X  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes: [   ] No: [ X ]

The number of shares outstanding of the issuer's common stock as of April 30, 2007 is 3,579,380.

MERRILL MERCHANTS BANCSHARES, INC.

INDEX TO FORM 10-Q

PART I FINANCIAL INFORMATION		Page
ITEM 1.	FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm		3
Consolidated Statements of Financial Condition at March 31, 2007 and December 31, 2006		4
Consolidated Statements of Income for the Three Months Ended March 31, 2007 and 2006		5
Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended March 31, 2007 and 2006		6
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006		7
Notes to Consolidated Financial Statements		8
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
ITEM 4.	CONTROLS AND PROCEDURES	17
ITEM 4T.	CONTROLS AND PROCEDURES	17
PART II	OTHER INFORMATION	18
ITEM 1.	LEGAL PROCEEDINGS	18
ITEM 1A.	RISK FACTORS
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	18
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	18
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	18
ITEM 5.	OTHER INFORMATION	18
ITEM 6.	EXHIBITS	19
SIGNATURE PAGE		20
EXHIBITS

Page 2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Merrill Merchants Bancshares, Inc.

We have reviewed the accompanying interim consolidated financial information of Merrill Merchants Bancshares, Inc. and Subsidiary as of March 31, 2007, and for the three-month periods ended March 31, 2007 and 2006. These financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is to express an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with U. S. generally accepted accounting principles.

/s/ BERRY, DUNN, McNEIL & PARKER

Bangor, Maine

May 14, 2007

Page 3

MERRILL MERCHANTS BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Financial Condition

	March 31,		December 31,
	2007		2006
(In thousands, except number of shares)	(Unaudited)		(Audited)
ASSETS
Cash and due from banks	$	10,420	$	10,358
Interest-bearing deposits with banks		38		90
Total cash and cash equivalents		10,458		10,448
Investment securities - available for sale		83,488		86,504
Loans held for sale		1,128		925
Loans receivable		350,002		338,880
Less allowance for loan losses		3,998		4,109
Net loans receivable		346,004		334,771
Properties and equipment, net		5,771		5,181
Cash surrender value of life insurance		4,204		4,168
Deferred income tax benefit		1,383		1,438
Other real estate owned		304		17
Accrued income and other assets		5,696		5,647
Total assets	$	458,436	$	449,099
LIABILITIES AND SHAREHOLDERS’ EQUITY
Demand deposits	$	49,976	$	56,372
Savings and NOW deposits		152,096		149,366
Certificates of deposit		147,090		154,184
Total deposits		349,162		359,922
Securities sold under agreements to repurchase (term and demand)		24,882		23,851
Other borrowed funds		39,093		21,592
Accrued expenses and other liabilities		5,323		5,085
Total liabilities		418,460		410,450
Shareholders’ equity
Common stock, par value $1; authorized 4,000,000 shares, issued and  outstanding 3,579,380 shares at March 31, 2007 and 3,550,410  shares at December 31, 2006		3,579		3,550
Capital surplus		26,941		26,681
Retained earnings		9,043		8,209
Accumulated other comprehensive gain
Unrealized gain on securities available for sale, net of tax		413		209
Total shareholders’ equity		39,976		38,649
Total liabilities and shareholders’ equity	$	458,436	$	449,099

See report of independent registered public accounting firm. The accompanying notes are

an integral part of these consolidated financial statements.

Page 4

MERRILL MERCHANTS BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Income

(Unaudited)

	Three Months Ended
	March 31,
(In thousands, except per share data)	2007		2006
Interest and dividend income
Interest and fees on loans	$	6,450	$	5,692
Interest on investment securities		972		684
Dividends on investment securities		37		44
Interest on federal funds sold		2		1
Total interest and dividend income		7,461		6,421
Interest expense
Interest on savings and NOW		939		725
Interest on certificates of deposit		1,663		1,204
Interest on borrowed funds		527		430
Total interest expense		3,129		2,359
Net interest income		4,332		4,062
Provision for loan losses		41		128
Net interest income after provision for loan losses		4,291		3,934
Non-interest income
Service charges on deposit accounts		494		380
Other service charges and fees		224		211
Trust fees		458		417
Mortgage banking income		125		149
Net gain on investment securities		-		31
Other		127		111
Total non-interest income		1,428		1,299
Non-interest expense
Salaries and employee benefits		1,994		1,851
Occupancy expense		297		261
Equipment expense		171		163
Data processing		162		151
Other		752		746
Total non-interest expense		3,376		3,172
Income before income taxes		2,343		2,061
Income tax expense		793		695
Net income	$	1,550	$	1,366
Per share data
Basic earnings per common share	$	.44	$	.39
Diluted earnings per common share	$	.43	$	.38

See report of independent registered public accounting firm. The accompanying notes are

an integral part of these consolidated financial statements.

Page 5

MERRILL MERCHANTS BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Changes in Shareholders’ Equity

For the Three Months Ended March 31, 2007 and 2006

(Unaudited)

(In Thousands, Except Number of Shares and Per Share Data)

	Common Stock		Capital Surplus		Retained Earnings			Unrealized Gain (Loss) On Securities Available for Sale			Net Unrealized Depreciation on Derivative Instruments			Total Shareholders’ Equity
Balance at December 31, 2005	$	3,436	$	24,188	$	6,947		$	(167	)	$	(52	)	$	34,352
Net income		-		-		1,366			-			-			1,366
Unrealized gain on
derivative instruments, net of
deferred taxes of $10		-		-		-			-			21			21
Change in unrealized loss on
securities available for sale, net
of deferred taxes of $22		-		-		-			(43	)		-			(43	)
Total comprehensive income		-		-		1,366			(43	)		21			1,344
3% common stock dividend declared		103		2,369		(2,479	)		-			-			(7	)
Common stock options exercised, 6,806 shares		7		78		-			-			-			85
Common stock cash dividend
declared, $0.17 per share		-		-		(603	)		-			-			(603	)
Balance at March 31, 2006	$	3,546	$	26,635	$	5,231		$	(210	)	$	(31	)	$	35,171
Balance at December 31, 2006	$	3,550	$	26,681	$	8,209		$	209		$	-		$	38,649
Net income		-		-		1,550			-			-			1,550
Change in unrealized gain on
securities available for sale, net
of deferred taxes of $115		-		-		-			204			-			204
Total comprehensive income		-		-		1,550			204			-			1,754
Common stock options exercised, 28,970 shares		29		260		-			-			-			289
Common stock cash dividend
declared, $0.20 per share		-		-		(716	)		-			-			(716	)
Balance at March 31, 2007	$	3,579	$	26,941	$	9,043		$	413		$	-		$	39,976

See report of independent registered public accounting firm. The accompanying notes are

an integral part of these consolidated financial statements.

Page 6

MERRILL MERCHANTS BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2007 and 2006

(Unaudited)

(In thousands)	2007			2006
Cash flows from operating activities
Net income	$	1,550		$	1,366
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		109			95
Amortization		138			103
Net amortization of investment securities		28			31
Deferred income taxes		(58	)		(63	)
Provision for loan losses		41			128
Net gain on sale of loans, credit cards, investment securities
and properties and equipment		(114	)		(25	)
Net change in:
Loans held for sale		(203	)		(42	)
Deferred loan fees, net		(12	)		(8	)
Accrued income and other assets		(141	)		(241	)
Accrued expenses and other liabilities		238			(203	)
Net cash provided by operating activities		1,576			1,141
Cash flows from investing activities
Net loans made to customers		(11,549	)		(3,521	)
Acquisition of properties and equipment and computer software		(700	)		(506	)
Purchase of investment securities available for sale		(3,810	)		(8,621	)
Proceeds from sales and maturities of investment securities available for sale		7,107			3,834
Net cash used by investing activities		(8,952	)		(8,814	)
Cash flows from financing activities
Net decrease in demand, savings and NOW deposits		(3,666	)		(8,987	)
Net (decrease) increase in certificates of deposit		(7,094	)		10,380
Net increase in securities sold under agreement to repurchase		1,031			6,707
Net (decrease) increase in other borrowed funds		14,512			(1,350	)
Long-term advances from the Federal Home Loan Bank		9,000			-
Payments on long-term advances		(6,011	)		(311	)
Dividends paid on common stock		(675	)		(610	)
Proceeds from stock issuance		289			85
Net cash provided by financing activities		7,386			5,914
Net increase (decrease) in cash and cash equivalents		10			(1,759	)
Cash and cash equivalents, beginning of period		10,448			13,828
Cash and cash equivalents, end of period	$	10,458		$	12,069
Supplemental disclosures of cash flow information
Cash paid for interest	$	1,093		$	2,339
Transfers to other real estate owned		287			-
Income tax paid		550			749

See report of independent registered public accounting firm. The accompanying notes are

an integral part of these consolidated financial statements.

Page 7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

Merrill Merchants Bancshares, Inc. (the “Company”) is a financial holding company that owns all of the common stock of Merrill Merchants Bank (the “Bank”). The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany transactions and balances are eliminated in consolidation. The income reported for the period ended March 31, 2007 is not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2006.

NOTE 2 - EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2007 and 2006:

		Three Months Ended
		March 31,
		2007		2006
(In thousands, except for number of shares and per share data)
Net income, as reported	$	1,550	$	1,366
Weighted-average shares outstanding		3,559,329		3,542,540
Effect of dilutive stock options		10,764		27,272
Adjusted weighted-average shares outstanding		3,570,093		3,569,812
Basic earnings per share	$	.44	$	0.39
Diluted earnings per share	$	.43	$	0.38

The basic earnings per share computation is based upon the weighted-average number of shares of stock outstanding during the period. Potential common stock is considered in the calculation of weighted-average shares outstanding for diluted earnings per share.

NOTE 3 - IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Statement of Financial Accounting Standards (“SFAS”) No. 156, Accounting for Servicing of Financial Assets-an Amendment to FASB Statement No. 140, requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. Servicing assets and servicing liabilities will subsequently be reported using the amortization method or the fair value measurement method. An entity should adopt SFAS No. 156 as of the beginning of its first fiscal year that begins after September 15, 2006 with earlier application permitted with certain restrictions. The initial application of the fair value measurement method would be reported as a cumulative effect adjustment to beginning retained earnings. SFAS No. 156 requires certain disclosures about the basis for measurement and regarding risks, activity, and fair value of servicing assets and of servicing liabilities. SFAS No. 156 did not have a material impact on the Company’s financial statements.

Page 8

In July 2006, FASB issued Financial Accounting Standards Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. FIN 48 is effective for fiscal years beginning after December 15, 2006. FIN 48 did not have a material effect on the financial condition and results of operations of the Company. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. No interest and penalties were expensed in the quarters ended March 31, 2007 and 2006. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and Maine Revenue Service for the years ended December 31, 2004 through 2006. The Company has not been notified of any examinations by these taxing authorities.

In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which gives entities the option to measure eligible financial assets and financial liabilities at fair value on an instrument-by-instrument basis. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability. Subsequent changes in fair value must be recorded in earnings. SFAS No. 159 contains provisions to apply the fair value option to existing eligible financial instruments at the date of adoption. This statement is effective as of the beginning of an entity’s first fiscal year after November 15, 2007. The Company is in the process of analyzing the impact of SFAS No. 159.

NOTE 4 - SUBSEQUENT EVENT

On May 8, 2007, shareholders of Merrill Merchants Bancshares, Inc. voted to adopt the Agreement and Plan of Merger between Chittenden and Merrill Merchants at the Company’s special meeting of shareholders. The number of shares of Merrill Merchants common stock voting to adopt the merger agreement represented approximately 77 percent of the total number of shares outstanding and entitled to vote. The proposed merger is expected to close on May 31, 2007, pending the satisfaction or waiver of all of the conditions set forth in the merger agreement, including the receipt of all required regulatory approvals.

Page 9

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Certain disclosures in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this quarterly filing contain certain forward-looking statements. These forward-looking statements may be contained in this quarterly filing with the Securities and Exchange Commission (the “SEC”), the Annual Report to Shareholders, other filings with the SEC, and in other communications by Merrill Merchants Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary, Merrill Merchants Bank (the “Bank”), which are made in good faith pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. In preparing these disclosures, management must make assumptions, including, but not limited to, the level of future interest rates, prepayments on loans and investment securities, required levels of capital, needs for liquidity, and the adequacy of the allowance for loan losses. These forward-looking statements may be subject to significant known and unknown risks uncertainties, and other factors, including, but not limited to, those matters referred to in the preceding sentence.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results discussed in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You are also urged to carefully review and consider the various disclosures made by the Company which attempt to advise interested parties of the facts which affect the Company's business.

CRITICAL ACCOUNTING POLICIES

Management’s discussion and analysis of the Company’s financial condition is based on the consolidated financial statements included in this report, which financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of such financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to the allowance for loan losses. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets that are not readily apparent from other sources. Actual results could differ from the amount derived from management’s estimates and assumptions under different assumptions or conditions.

Allowance for Loan Losses. Management believes the allowance for loan losses is a critical accounting policy that requires the most significant estimates and assumptions used in the preparation of the consolidated financial statements. The allowance for loan losses is based on management’s evaluation of the level of the allowance required in relation to the estimated loss exposure in the loan portfolio. Management believes the allowance for loan losses is a significant estimate and therefore regularly evaluates it for adequacy by taking into consideration factors such as prior loan loss experience, the character and size of the loan portfolio, business and economic conditions and management’s estimation of probable losses. The use of different estimates or assumptions could produce different provisions for loan losses.

Page 10

Mortgage Servicing Rights. Servicing assets are recognized as separate assets when servicing rights are acquired through sale of residential mortgage assets. Capitalized servicing rights are reported in other assets and are amortized into non-interest expense in proportion to, and over the period of, the estimated future net servicing income of the underlying financial residential mortgage assets. Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to amortized costs. Fair value is determined based upon discounted cash flows using market-based assumptions. When the book value exceeds fair value, an impairment allowance is recognized so that mortgage servicing rights are carried at the lower of amortized book value or fair value. In periods of falling market interest rates, accelerated loan prepayment speeds can adversely impact the fair value of these mortgage servicing rights relative to their book value. In the event that the fair value of these assets were to increase in the future, the Company can recognize the increased fair value to the extent of the impairment allowance but cannot recognize an asset in excess of its amortized book value. Future changes in management’s assessment of the impairment of these servicing assets, as a result of changes in observable market data relating to market interest rates, loan prepayment speeds, and other factors, could impact the Company’s financial condition and results of operations either positively or adversely. On a quarterly basis, an independent third party determines the valuation of the Company’s mortgage servicing rights asset.

EXECUTIVE OVERVIEW

Net income increased 13% for the first quarter ended March 31, 2007 compared to the first quarter last year, an increase of $184,000. The following were significant factors related to the results of the first quarter of 2007 compared to the first quarter of 2006.

§   Net interest income increased $270,000, or 7%, to $4.3 million. The increase was driven by $33.4 million of growth in average earning assets. The Company’s net interest margin decreased to 4.00% for the first quarter of 2007, compared to 4.07% for the same period in 2006, as the cost of funds increased by 68 basis points while the yield on earning assets increased 47 basis points.

§   Non-interest income increased 10% to $1.4 million for the first quarter of 2007 compared to $1.3 million for the first quarter of 2006. The $129,000 increase in non-interest income was primarily due to an increase in service charges on deposit accounts of 30% and growth in trust fees of 10%.

§   Non-interest expense increased $204,000, or 6%, to $3.4 million for the first quarter of 2007 compared to the first quarter of 2006. The increase was primarily the result of an increase in personnel costs of 8% and an increase in occupancy expenses of 14%.

§   Comparing March 31, 2007 and 2006, total loans grew $26.5 million or 8%. Loans to businesses increased 15% and consumer loans grew 24% from a year ago. Real estate loan activity has remained essentially flat compared to 2006, both within the residential and commercial sectors; however, home equity balances grew 13% and construction balances increased 35% from a year ago.

§   Total deposits were $349.2 million at March 31, 2007 compared to $332.8 million a year ago, representing growth of $16.4 million or 5%. Short-term interest rate increases and stock market volatility have spurred a migration of funds from core deposits as well as an influx of new funds to higher yielding certificates of deposit. Certificates of deposit grew $13.3 million or 10% from a year ago. Comparing March 31, 2007 and 2006, checking accounts increased $3.8 million and money market balances increased $5.6 million, while savings account balances decreased $6.3 million.

Page 11

RESULTS OF OPERATIONS

The Company reported net income of $1.6 million, or $.43 per diluted share, for the first three months of 2007. This is an increase of $184,000, or 13%, compared to net income of $1.4 million, or $.38 per diluted share, for the comparable period of 2006.

The annualized return on assets and return on equity were 1.40% and 16.01%, respectively, for the first three months of 2007 compared to return on assets of 1.33% and return on equity of 15.80% for the same period in 2006.

NET INTEREST INCOME

Net interest income is interest earned on interest-earning assets less interest incurred on interest-bearing liabilities. Interest-earning assets are categorized as loans, investment securities and other earning assets, which include federal funds sold and interest-bearing deposits in other financial institutions. Interest-bearing liabilities are categorized as customer deposits, time and savings deposits and borrowings including repurchase agreements, short-term borrowings and long-term debt. Net interest income depends on the volume of average interest-earning assets and average interest-bearing liabilities and the interest rates earned or incurred on them.

Net interest income totaled $4.3 million for the first three months of 2007, an increase of $270,000 compared to the same period in 2006. The 7% increase was driven by growth in average earning assets of $33.4 million. The Company’s net interest margin decreased to 4.00% for the first three months of 2007 compared to 4.07% for the same period last year.

From June 2004 to June 2006, the Board of Governors of the Federal Reserve System had steadily increased the Federal Funds targeted rate from 1.00% to 5.25%, where it has remained unchanged. The decline in the Company’s net interest margin is the result of the interest rate incurred on interest-bearing liabilities increasing at a faster pace than the yield on interest-earning assets.

The average rate earned on interest-earning assets increased to 6.96% from 6.49% for the three months ended March 31, 2007 and 2006, respectively, on average interest-earning assets of $428.9 million and $395.5 million for the corresponding periods. The average interest rate incurred on interest-bearing liabilities also increased, to 3.59% from 2.91% for the three months ended March 31, 2007 and 2006, respectively, on average interest-bearing liabilities of $353.5 million and $328.7 million for the corresponding periods.

Page 12

PROVISION FOR LOAN LOSSES

The provision for loan losses was $41,000 for the three months ended March 31, 2007 compared to $128,000 for the same period in 2006. The decrease in the provision for loan losses was appropriate given the history of charge-offs within the loan portfolio and the overall credit quality of the portfolio, as well as the adequate level of allowance for loan losses.

In originating loans, the Company recognizes that it will experience loan losses and that the risk of loss will vary with, among other things, the type of loan being made, the creditworthiness of the borrower over the term of the loan and, in the case of collateralized loans, the quality of the collateral for the loan as well as general economic conditions. It is management's policy to attempt to maintain an appropriate allowance for loan losses based on, among other things, industry standards, management's experience, the Bank's historical loan loss experience, evaluation of economic conditions and regular reviews of delinquencies and loan portfolio quality.

Provisions result from management’s continuing review of the loan portfolio as well as its judgment as to the adequacy of the reserves in light of the condition of the economy and the real estate market. Management believes that based on information currently available, the allowance for loan losses is appropriate and overall credit quality remains strong.

Management continues to actively monitor the Company's asset quality and to charge off loans against the allowance for loan losses when appropriate or to provide specific loan allowances when necessary. Although management believes it uses the best information available to make determinations with respect to the allowance for loan losses, future adjustments may be necessary if economic conditions differ from the economic conditions in the assumptions used in making the final determinations. The Company’s allowance for loan losses amounted to $4.0 million at March 31, 2007, or 1.14% of total loans, a decrease of $111,000 since December 31, 2006.

NON-INTEREST INCOME

Non-interest income was $1.4 million for the three months ended March 31, 2007, an increase of $129,000 compared to the same period in 2006. The 10% increase in non-interest income was due to increases in service charges on deposit accounts of $114,000 and an increase in trust fees of $41,000.

NON-INTEREST EXPENSE

Non-interest expense totaled $3.4 million for the three months ended March 31, 2007 compared to $3.2 million for the same period last year. The increase in non-interest expense of $204,000, or 6%, was due to an increase in personnel costs of 8%, increases in occupancy, equipment and data processing expenses of 10% and an increase in other expenses of 1%. Personnel costs increased $143,000 due to normal salary increases and additional staffing required as a result of asset growth.

The Company’s efficiency ratio improved to 58.61% for the first three months of 2007 compared to 59.5% for the same period in 2006.

Page 13

FINANCIAL CONDITION

Total assets increased $9.3 million, or 2%, to $458.4 million during the first three months of 2007. Since December 31, 2006, the loan portfolio increased $11.1 million or 3%. Commercial loans increased 12% and consumer loans grew 4%. Residential and construction balances were up 3% each while home equity increased 1%. Commercial real estate balances decreased 1%. The investment portfolio decreased $3.0 million, or 3% since year-end as cash flows were utilized to partially fund the loan growth. Additional asset growth was primarily funded through short-term borrowings.

Total deposits decreased $10.8 million, or 3%, to $349.2 million for the first three months of 2007. Since December 31, 2006, checking accounts decreased $6.6 million, or 6%, which remains consistent with the Bank’s cycle, during which deposits typically dip to their lowest levels early in the year and trend steadily upward to their highest levels during the fourth quarter. Since year-end, certificates of deposit declined $7.1 million, or 5%, while money market balances increased $2.4 million and savings accounts grew by $563,000. Borrowed funds increased by $18.5 million to $64.0 million at March 31, 2007 primarily due to increased short-term borrowings to fund loan growth and absorb the decline in deposit balances.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity represents the ability to meet both asset growth and deposit withdrawals. Many factors affect a company’s ability to meet liquidity needs, including changes in the markets served, its asset-liability mix, its reputation and credit standing in the market and general economic conditions. In addition to traditional in-market deposit sources, the Company has other sources of liquidity, including proceeds from maturing investment securities and loans, the sale of investment securities, federal funds through correspondent bank relationships, brokered deposits and Federal Home Loan Bank borrowings. Additional liquidity is available in the loan portfolio through sale of residential mortgages and the guaranteed portion of Small Business Administration loans. Management believes that the current level of liquidity is sufficient to meet current and future funding requirements.

The Company’s total shareholders’ equity was $40.0 million, or 8.7%, of total assets at March 31, 2007 compared to $38.6 million, or 8.6%, of total assets at December 31, 2006.  The net increase of $1.3 million in the first three months of 2007 was attributable to net income of $1.6 million, changes in unrealized gains on investment securities of $204,000, net of tax and stock option exercises of $289,000 less cash dividends of $716,000. In the first quarter of 2007, the Company declared a cash dividend of $.20 per share on the Company’s common stock. This was an increase of 18% over last year’s first quarter dividend.

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Under Federal Reserve Board guidelines, bank holding companies such as the Company are required to maintain capital based on “risk-adjusted” assets. These guidelines apply to the Company on a consolidated basis. Under the current guidelines, banking organizations must maintain a risk-based capital ratio of 8%. The Company’s risk-based capital ratios for Tier 1 and Tier 2 capital at March 31, 2007, of 11.35% and 12.65%, respectively, exceed regulatory guidelines for a “well capitalized” financial institution. The Company’s ratios at December 31, 2006 were 11.23% and 12.58%, respectively.

On June 17, 2004, the Board of Directors approved a fourth stock repurchase program authorizing the Company to repurchase up to 169,995, or 5%, of its outstanding shares of common stock. As of March 31, 2007, 25,894 shares had been repurchased under the program. During the first quarter of 2007, the Company had no shares repurchased. The repurchases will be made from time to time at the discretion of Company management.

OFF-BALANCE-SHEET ITEMS

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers which involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated statements of financial condition. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Bank follows the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments, including requiring collateral or other security to support financial instruments with credit risk. At March 31, 2007, the Company had the following levels of commitments to extend credit:

			Commitment expires in:
(In thousands)	Total amount committed		Less  than 1 year		1 - 3  years		4 - 5 years		After 5  years
Letters of credit	$	1,692	$	1,542	$	-	$	150	$	-
Other commitments to extend credit		89,851		50,358		3,034		2,075		34,384
Total	$	91,543	$	51,900	$	3,034	$	2,225	$	34,384

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The Company is a party to several off-balance sheet contractual obligations through lease agreements on branch facilities. These commitments, borrowings and the related payments were made during the normal course of business. At March 31, 2007, the Company had the following levels of contractual obligations:

			Payments due by period:
(In thousands)	Total amount of obligation		Less than 1 year		1 - 3 years		4 - 5  years		After 5 years
Operating leases	$	2,133	$	335	$	508	$	215	$	1,075
Federal Home Loan Bank debt		22,742		9,047		5,200		5,877		2,618
Total	$	24,875	$	9,382	$	5,708	$	6,092	$	3,693

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices, such as interest rates, foreign currency exchange rates, commodity prices and equity prices. The Company’s primary market risk exposure is interest rate risk. The ongoing monitoring and management of this risk is an important component of the Company’s asset/liability management process, which is governed by policies established by the Board of Directors that are reviewed and approved annually. The Board of Directors delegates responsibility for carrying out the asset/liability management policies to its Asset/Liability Committee (“ALCO”). In this capacity, ALCO develops guidelines and strategies impacting the Company’s asset/liability management activities based upon estimated market risk sensitivity, policy limits and overall market interest rate levels/trends.

Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change, the interest income and expense streams associated with the Company’s financial instruments also change, thereby impacting net interest income (“NII”), the primary component of the Company’s earnings. ALCO utilizes the results of a detailed and dynamic simulation model to quantify the estimated exposure of NII to sustained interest rate changes. While ALCO routinely monitors simulated NII sensitivity over a rolling two-year horizon, it also utilizes additional tools to monitor potential longer-term interest rate risk.

The simulation model captures the impact of changing interest rates on the interest income earned and interest expense incurred on all interest-earning assets and interest-bearing liabilities reflected in the Company’s statement of financial condition. This sensitivity analysis is compared to ALCO policy limits which specify a maximum tolerance level for NII exposure over a one-year horizon, assuming no asset growth, given a 200 basis point (bp) upward and a 200 bp downward shift in interest rates. A parallel and pro rata shift in rates over a 12-month period is assumed. The following reflects the Company’s NII sensitivity analysis as measured during the first quarter of 2007.

	Estimated
Rate Change	Change in NII
+200bp	(1.7)%
-200bp	(0.6)%

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The preceding sensitivity analysis does not represent a Company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including, among others, the nature and timing of interest rate levels, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment/replacement of asset and liability cash flows. While assumptions are developed based upon current economic and local market conditions, the Company cannot make any assurances as to the predictive nature of these assumptions, including how customer preferences or competitor influences might change.

ITEM 4. CONTROLS AND PROCEDURES

Management, including the Company’s Chairman, Chief Executive Officer and Principal Executive Officer and Executive Vice President, Treasurer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the Chairman and Chief Executive Officer and Executive Vice President and Treasurer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to the Company’s Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the Company’s last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 4T. CONTROLS AND PROCEDURES

Not applicable.

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PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

None

ITEM 1A.RISK FACTORS

There have been no material changes to the risk factors included in the Company’s Annual Report of Form 10-K for the year ended December 31, 2006 that could affect our business results of operations or financial condition.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2007, the Company repurchased no shares of its common stock:

On June 17, 2004, the Board of Directors approved a fourth stock repurchase program authorizing the Company to repurchase up to 169,995 shares of the Company’s common stock. At March 31, 2007, the maximum number of shares that may yet be purchased under the program is 144,101. The authority may be exercised from time to time and in such amounts as market conditions warrant. Shares are being repurchased for other corporate purposes. The program does not have an expiration date.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.OTHER INFORMATION

None

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ITEM 6.EXHIBITS

Exhibit	Description
2.1	Agreement and Plan of Merger between Chittenden Corporation and Merrill Merchants Bancshares, Inc., dated as of January 18, 2007. (1)
3.1	Articles of Incorporation of Merrill Merchants Bancshares, Inc. (2)
3.2	By-laws of Merrill Merchants Bancshares, Inc. (2)
4	Specimen Stock Certificate of Merrill Merchants Bancshares, Inc. (1)
10.1	Operating Agreement between the Company and M&M Consulting Limited Liability Company. (2)
10.2	Services Agreements between the Company and M&M Consulting Limited Liability Company. (2)
10.3	Amended and Restated Employment Agreement with William C. Bullock, Jr. (3)
10.4	Financial Services Agreement with Financial Institutions Service Corporation. (2)
10.5	Form of Life Insurance Endorsement Method Split Dollar Plan Agreement. (2)
10.6	Not used.
10.7	Form of Amended and Restated Executive Supplemental Retirement Plan. (4)
10.8	Form of Mandatory Convertible Debentures. (2)
10.9	Correspondent Trust Services Agreement with Northern Trust Company. (2)
10.10	Stock Option Plan, as amended. (2)
10.11	Form of Stock Option Agreement. (2)
10.12	Not used.
10.13	Employment Agreement between the Company and Edwin N. Clift. (5)
10.14	Employment Agreement between the Company and William P. Lucy. (5)
10.15	Employment Agreement between the Company and Deborah A. Jordan. (5)
10.16	2005 Directors’ Deferred Compensation Plan. (6)
10.17	Officers’ Deferred Compensation Plan (7)
31	Rule 13a - 14(a)/15d - 14(a) Certifications.
32	Section 1350 Certifications.

(1) Incorporated by reference to the Company’s Form 8-K filed on January 19, 2007.

(2) Incorporated by reference to the Company’s Registration Statement on Form SB-2, File No. 333-56197, as amended.

(3)            Incorporated by reference to the Company’s Form 10-Q for the quarter ended September 30, 2004.

(4) Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2005.

(5) Incorporated by reference to the Company’s Form 10-KSB for the year ended December 31, 2003.

(6) Incorporated by reference to the Company’s Form 10-Q for the quarter ended September 30, 2005.

(7) Incorporated by reference to the Company’s Form 8-K filed on December 22, 2006.

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SIGNATURES

In accordance with 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 thereunto duly authorized.

	MERRILL MERCHANTS BANCSHARES, INC.
Date: May 14, 2007	By: /s/ Edwin N. Clift
	Edwin N. Clift
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

Date: May 14, 2007	By: /s/ Deborah A. Jordan
	Deborah A. Jordan
	Executive Vice President and Treasurer
	(Principal Financial and Accounting Officer)

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