SOUTH BURLINGTON, Vt., Jan. 26, 2017 /PRNewswire/ -- Merchants Bancshares, Inc. (NASDAQ: MBVT) (the "Company"), the parent company of Merchants Bank, today announced net income of $3.1 million and $0.45 per diluted share for the fourth quarter of 2016 compared to net income of $3.9 million or $0.57 per diluted share in the third quarter of 2016 and $2.3 million in net income or $0.36 per diluted share in the fourth quarter of 2015. Excluding acquisition, merger, severance and retirement costs, net of tax, the Company's adjusted net income was $5.1 million or $0.73 per diluted share for the fourth quarter of 2016. This compares to adjusted net income of $4.3 million or $0.62 per diluted share on a linked quarter basis and adjusted net income of $3.9 million or $0.61 per diluted share in the fourth quarter of 2015.

For the year ended December 31, 2016, net income was $14.9 million, or $2.16 per diluted share, compared to net income of $12.6 million, or $1.98 per diluted share for the year ended December 31, 2015. Excluding acquisition, merger, severance and retirement costs, net of tax, the Company's adjusted net income was $17.3 million or $2.52 per diluted share for the year ended December 31, 2016. This compares to adjusted net income of $14.9 million or $2.34 per diluted share for the year ended December 31, 2015.

For the year ended December 31, 2016, the return on average assets was 0.76% compared to 0.71% in 2015. For the year ended December 31, 2016, the return on average equity was 9.61% compared to 9.69% for the year ended December 31, 2015.

The Company's Board of Directors approved a dividend of $0.28 per share, payable February 23, 2017, to stockholders of record as of February 9, 2017. Based on the closing price of $54.20 per share on December 30, 2016 and the annual dividend payout of $1.12 per share, the dividend represents an annualized yield of 2.07%.

Due to the pending transaction with Community Bank System, Inc., Merchants Bancshares will not have an earnings call for its fourth quarter results.

2016 Financial Highlights

Balance Sheet:


    --  Total assets were $2.07 billion as of December 31, 2016, an increase of
        $72.0 million over the linked quarter and $45.4 million increase from
        December 31, 2015. The increase in total assets over the linked quarter
        was mainly driven by loan growth and new investment purchases. The
        increase in total assets from December 31, 2015 was due primarily to an
        increase in loan balances offset by a decrease in interest earning cash
        and other short-term investments.
    --  Gross loans as of December 31, 2016 totaled $1.51 billion, an increase
        of $36.9 million over the linked quarter and a $99.9 million increase
        from December 31, 2015. The increase in gross loans over the linked
        quarter consisted primarily of growth in commercial real estate loans. 
        Total commercial loans, defined as commercial, commercial real estate
        and construction, increased $38.2 million over the linked quarter. The
        increase in gross loans from December 31, 2015 was primarily due to an
        increase of $116.1 million in total commercial loans partially offset by
        a decline in residential real estate loans.
    --  Total deposits were $1.53 billion as of December 31, 2016, an increase
        of $23.6 million over the linked quarter and a decrease of $24.0 million
        from December 31, 2015. The increase in total deposits over the linked
        quarter was attributable to growth in money market and demand deposit
        balances partially offset by planned decrease in higher cost acquired
        time deposits at the NUVO division. The decrease in total deposits from
        December 31, 2015 was due to the planned decrease in higher cost time
        deposits at the NUVO division partially offset by growth in money market
        and demand deposit balances.
    --  Total stockholders' equity as of December 31, 2016 was $156.8 million.
        Tangible book value per share increased by $1.20 to $21.58 per share at
        December 31, 2016 from $20.38 per share at December 31, 2015. The
        increase in tangible book value since December 31, 2015 was due
        primarily to $2.16 per share of net income, offset by dividends paid of
        $1.12 per share. Book value per share was $22.77 per share at December
        31, 2016 as compared to $21.59 per share at December 31, 2015.

Income Statement:


    --  Taxable equivalent net interest income was $14.4 million for the fourth
        quarter of 2016, which was consistent with the linked quarter and an
        increase of $1.1 million over the same period in 2015. GAAP net interest
        income in the fourth quarter of 2016 was $13.9 million, compared to
        $13.8 million in the linked quarter and $12.7 million in the same period
        of 2015. The increase in GAAP net interest income over the same period
        in 2015 was due to the increase in gross loans.
    --  Taxable equivalent net interest margin for the fourth quarter of 2016
        was 2.98%, a decrease of 5 basis points over the linked quarter and an
        increase of 9 basis points from the same period in 2015. The linked
        quarter decrease reflected lower asset yields. The increase from the
        same period in 2015 was driven by higher yields on interest-earning
        assets.
    --  Provision for credit losses was $200 thousand for the fourth quarter of
        2016, compared to $500 thousand in the linked quarter and $0 in the same
        period in 2015. The decrease in the provision for credit losses over the
        linked quarter reflected strong loan quality offset by new loan growth.
        The increase in the provision for credit losses over the same period in
        2015 was primarily due to new loan growth.
    --  Noninterest income for the fourth quarter of 2016 was $3.4 million, an
        increase of $281 thousand over the linked quarter and an increase of
        $325 thousand from the same period in 2015. These increases were
        primarily due to an increase in trust fees.
    --  Noninterest expense was $13.1 million for the fourth quarter of 2016,
        compared to $11.4 million in the linked quarter and $12.9 million in the
        same period in 2015. The increases in noninterest expense over the
        linked quarter and the same period in 2015 was due primarily to expenses
        incurred in connection with the pending merger with Community Bank
        System, Inc. Adjusted noninterest expense (excluding acquisition,
        merger, severance and retirement costs) was $10.6 million for the fourth
        quarter of 2016, compared to $10.9 million in the linked quarter and
        $10.9 million in the same period in 2015.
    --  The effective tax rate for the year ended December 31, 2016 was 24%
        compared to 20% for the year ended December 31, 2015. The increase was
        due primarily to higher pre-tax income and relatively consistent levels
        of tax exempt income which increased the taxable portion of pre-tax
        income and related tax provision.

Credit Quality and Capital Ratios:


    --  The allowance for loan losses ("ALL") as of December 31, 2016 was $12.7
        million, or 0.84% of gross loans, compared to $12.5 million, or 0.85% of
        gross loans as of September 30, 2016 and $12.0 million, or 0.85% of
        gross loans, as of December 31, 2015.
    --  Nonperforming loans were $3.2 million, or 0.21% of gross loans, at
        December 31, 2016, compared to $4.2 million, or 0.29% of gross loans at
        September 30, 2016 and $4.0 million, or 0.28% of gross loans at December
        31, 2015. ALL as a percentage of nonperforming loans was 398% at
        December 31, 2016 compared to 296% at September 30, 2016 and 302% at
        December 31, 2015. Accruing loans 31 to 90 days past due as a percent of
        total loans were 0.03% at December 31, 2016 compared to 0.06% at
        September 30, 2016 and 0.05% at December 31, 2015. Merchants Bank
        continues to experience excellent credit quality.
    --  Estimated regulatory capital ratios at December 31, 2016:
        --  Common Equity Tier 1 - 12.43%
        --  Tier 1 Leverage - 8.71%
        --  Total Risk-Based Capital - 15.15%
        --  Tangible Capital - 7.22%

Proposed Transaction with Community Bank System, Inc.
On October 22, 2016, Merchants Bancshares and Community Bank System, Inc. (NYSE: CBU) entered into a definitive agreement under which Community Bank System, Inc. will acquire Merchants Bancshares in a cash and stock transaction. The combination will provide natural market extension for both companies, joining two high-quality, low-risk franchises with long histories of service to their customers and communities.

Under the terms of the agreement, shareholders of Merchants Bancshares will have the option to receive, at their election, consideration per share equal to (i) 0.963 shares of Community Bank System, Inc. common stock, (ii) $40.00 in cash or (iii) the combination of 0.6741 shares of Community Bank System, Inc. common stock and $12.00 in cash, subject to an overall proration to 70% stock and 30% cash. The merger is expected to close in the second quarter of 2017 and is subject to customary closing conditions, including approval by the shareholders of Merchants Bancshares and required regulatory approvals. Additional information about the transaction can be found in the joint press release issued on October 24, 2016, which is available on the Investor Relations section of the Company's website at www.mbvt.com.

Non-GAAP Financial Measures
In addition to results presented in accordance with generally accepted accounting principles ("GAAP"), this press release contains certain non-GAAP financial measures, such as core net income, tangible capital ratio and fully taxable equivalent net interest income. Net interest income is presented on a fully taxable equivalent basis, specifically included in interest income was tax-exempt interest income from certain tax-exempt loans. An amount equal to the tax benefit derived from this tax exempt income is added back to the interest income total, to produce net interest income on a fully taxable equivalent basis. Merchants Bancshares believes that the supplemental non-GAAP information is utilized by regulators and market analysts to evaluate a company's financial condition and therefore such information is useful to investors. These disclosures should not be viewed as a substitute for financial results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. Additionally, capital ratios as presented are preliminary and will not be finalized until the Company completes and files its regulatory reporting.

Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These statements, which are based on certain assumptions and describe Merchants Bancshares' future plans, strategies and expectations, can generally be identified by the use of the words "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and similar expressions. Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. Actual results could differ materially from those projected in the forward-looking statements as a result of, among others; costs or difficulties related to the integration of NUVO; weakness in general, national, regional or local economic conditions, the performance of the investment portfolio, quality of credits or the overall demand for services; changes in loan default and charge-off rates which could affect the allowance for credit losses; declines in the equity and financial markets; reductions in deposit levels which could necessitate increased and/or higher cost borrowing to fund loans and investments; declines in mortgage loan refinancing, equity loan and line of credit activity which could reduce net interest and non-interest income; changes in the domestic interest rate environment and inflation; changes in the carrying value of investment securities and other assets; misalignment of interest-bearing assets and liabilities; increases in loan repayment rates affecting interest income and the value of mortgage servicing rights; changing business, banking, or regulatory conditions or policies, or new legislation affecting the financial services industry that could lead to changes in the competitive balance among financial institutions, restrictions on bank activities, changes in costs (including deposit insurance premiums), increased regulatory scrutiny, declines in consumer confidence in depository institutions, or changes in the secondary market for bank loan and other products; changes in accounting rules, federal and state laws, IRS regulations, and other regulations and policies governing financial holding companies and their subsidiaries which may impact Merchants Bancshares' ability to take appropriate action to protect financial interests in certain loan situations; the ability of the Company and Community Bank System, Inc. ("CBU") to satisfy the conditions set forth in the Merger Agreement (as defined and discussed below), disruptions to the Company's business during the pendency of the Merger (as defined and discussed below; and the proposed merger with CBU.

You should not place undue reliance on forward-looking statements, and are cautioned that forward-looking statements are inherently uncertain. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to certain risks and uncertainties, which are included in more detail in the Annual Report on Form 10-K, as updated by Quarterly Reports on Form 10-Q and other filings submitted to the Securities and Exchange Commission ("SEC"). Merchants Bancshares' does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger with CBU, CBU has filed with the SEC a registration statement on Form S-4 that includes a proxy statement of the Company and a prospectus of CBU, as well as other relevant documents concerning the proposed merger. Investors and stockholders are urged to read the registration statement and the proxy statement/prospectus and the other relevant materials filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. A free copy of the proxy statement/prospectus, as well as other filings containing information about the Company and CBU, may be obtained at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, when available, free of charge from the Company at http://www.mbvt.com/ under the heading "Investor Relations" and then "SEC Filings" or from CBU by accessing its website at www.communitybankna.com under the heading of "Investor Relations" and then "SEC Filings & Annual Report." Copies of the proxy statement/prospectus can also be obtained, free of charge and when available, by directing a request to Merchants Bancshares, Inc., P.O. Box 1009, Burlington, Vermont 05402, Attention: Investor Relations, Telephone: (900) 322-5222 or to Community Bank System, Inc., 5790 Widewaters Parkway, DeWitt, New York 13214, Attention: Investor Relations, Telephone: (315) 445-2282.

PARTICIPANTS IN SOLICITATION
The Company and CBU and certain of their respective directors and executive officers may be deemed to participate in the solicitation of proxies from the stockholders of the Company in connection with the proposed merger. Information about the directors and executive officers of the Company and their ownership of the Company common stock is set forth in the proxy statement for its 2016 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 15, 2016 and the definitive additional proxy soliciting materials for the Company's 2016 annual meeting of stockholders, as filed with the SEC on May 3, 2016. Information about the directors and executive officers of CBU and their ownership of CBU common stock is set forth in the proxy statement for its 2016 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 1, 2016. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger. Free copies of this document when available may be obtained as described in the preceding paragraph.




                                                                                           Merchants Bancshares, Inc.

                                                                                        Financial Highlights (unaudited)

                                                                             (Dollars in thousands except share and per share data)



                                                                                                  December 31,                    September 30,        December 31, September 30,

                                                                                                          2016                             2016               2015           2015
                                                                                                          ----                             ----               ----           ----

    Balance Sheets - Period End

    Cash and due from banks                                                                                          $26,116                                $31,166                     $30,605           $21,541

    Interest earning cash and other short-term investments                                                          56,727                                 47,551                     119,578            89,918

    Investments-available for sale, taxable                                                                        333,998                                298,973                     283,454           282,083

    Investments-held to maturity, taxable                                                                           85,694                                 90,672                     119,674           123,929

    Loans                                                                                                        1,514,209                              1,477,285                   1,414,280         1,257,932

    Allowance for loan losses ("ALL")                                                                               12,659                                 12,540                      12,040            12,210

    Net loans                                                                                                    1,501,550                              1,464,745                   1,402,240         1,245,722

    Federal Home Loan Bank ("FHLB") stock                                                                            5,086                                  4,844                       3,797             4,378

    Bank premises and equipment, net                                                                                13,078                                 13,624                      15,030            15,019

    Investment in real estate limited partnerships                                                                   6,356                                  5,352                       5,687             5,982

    Bank owned life insurance                                                                                       10,758                                 10,709                      10,551            10,492

    Core deposit intangible                                                                                          1,156                                  1,207                       1,360                 -

    Goodwill                                                                                                         7,011                                  7,011                       6,967                 -

    Other assets                                                                                                    19,144                                 18,801                      22,294            19,277

    Total assets                                                                                                 2,066,674                              1,994,655                   2,021,237         1,818,341

    Non-interest bearing deposits                                                                                  640,922                                632,847                     631,244           575,492

    Savings, interest bearing checking and money market accounts                                                   687,340                                661,962                     665,623           620,224

    Time deposits                                                                                                  199,208                                209,031                     254,572           191,757

    Total deposits                                                                                               1,527,470                              1,503,840                   1,551,439         1,387,473

    Short-term borrowings                                                                               40,000                                  22,000                            -                 -

    Securities sold under agreement to repurchase, short-term                                                      312,118                                276,083                     286,639           267,794

    Other long-term debt                                                                                             3,651                                  3,673                       5,238             2,258

    Junior subordinated debentures issued to unconsolidated subsidiary trust                                        20,619                                 20,619                      20,619            20,619

    Other liabilities                                                                                                6,010                                 10,153                       9,248             7,551

    Total liabilities                                                                                            1,909,868                              1,836,368                   1,873,183         1,685,695

    Stockholders' equity                                                                                           156,806                                158,287                     148,054           132,646


    Balance Sheets - Quarter-to-Date Averages

    Cash and due from banks                                                                                          $30,138                                $30,221                     $28,380           $26,049

    Interest earning cash and other short-term investments                                                          48,894                                 40,879                     106,681            52,795

    Investments-available for sale, taxable                                                                        296,292                                274,990                     279,416           264,633

    Investments-held to maturity, taxable                                                                           88,391                                102,868                     122,924           126,549

    Loans                                                                                                        1,488,960                              1,451,612                   1,306,613         1,245,861

    Allowance for loan losses                                                                                       12,600                                 12,468                      12,269            12,223

    Net loans                                                                                                    1,476,360                              1,439,144                   1,294,344         1,233,638

    FHLB stock                                                                                                       5,105                                  7,786                       3,571             4,378

    Bank owned life insurance                                                                                       10,728                                 10,680                      10,515            10,456

    Other assets                                                                                                    49,228                                 51,214                      45,312            41,245

    Total assets                                                                                                 2,005,136                              1,957,782                   1,891,143         1,759,743

    Non-interest bearing deposits                                                                                  635,512                                620,142                     610,499           586,773

    Savings, interest bearing checking and money market accounts                                                   671,126                                662,250                     632,481           613,337

    Time deposits                                                                                                  203,969                                213,853                     210,527           195,044

    Total deposits                                                                                               1,510,607                              1,496,245                   1,453,507         1,395,154

    Short-term borrowings                                                                               13,380                                  63,130                            -             9,649

    Securities sold under agreement to repurchase, short-term                                                      288,343                                206,181                     268,614           195,410

    Other long-term debt                                                                                             3,659                                  3,680                       3,255             2,265

    Junior subordinated debentures issued to unconsolidated subsidiary trust                                        20,619                                 20,619                      20,619            20,619

    Other liabilities                                                                                               10,219                                 10,131                       7,972             7,388

    Total liabilities                                                                                            1,846,827                              1,799,986                   1,753,967         1,630,485

    Stockholders' equity                                                                                           158,309                                157,796                     137,176           129,258

    Earning assets                                                                                               1,927,642                              1,878,135                   1,819,205         1,694,216

    Interest bearing liabilities                                                                                 1,201,096                              1,169,713                   1,135,496         1,036,324



                                                       Merchants Bancshares, Inc.

                                                    Financial Highlights (unaudited)

                                         (Dollars in thousands except share and per share data)


                                    For the Twelve Months Ended
                                    ---------------------------

                                            December 31,                                        December 31,

                                                           2016                                          2015
                                                           ----                                          ----

    Balance Sheets - Year-to-
     Date Averages

    Cash and due from banks                                                            $29,529                  $25,901

    Interest earning cash and other
     short-term investments                                                             50,242                   81,961

    Investments-available for
     sale, taxable                                                                     284,091                  252,215

    Investments-held to maturity,
     taxable                                                                           105,459                  129,416

    Loans                                                                            1,446,443                1,240,386

    Allowance for loan losses                                                           12,349                   12,116

    Net loans                                                                        1,434,094                1,228,270

    FHLB stock                                                                           5,746                    4,175

    Bank owned life insurance                                                           10,652                   10,426

    Other assets                                                                        51,080                   43,132

    Total assets                                                                     1,970,893                1,775,496

    Non-interest bearing deposits                                                      620,456                  588,698

    Savings, interest bearing
     checking and money market
     accounts                                                                          667,613                  590,988

    Time deposits                                                                      220,044                  203,851

    Total deposits                                                                   1,508,113                1,383,537

    Short-term borrowings                                                               25,425                    3,953

    Securities sold under agreement
     to repurchase, short-term                                                         247,610                  226,913

    Other long-term debt                                                                 4,090                    2,529

    Junior subordinated debentures
     issued to unconsolidated
     subsidiary trust                                                                   20,619                   20,619

    Other liabilities                                                                   10,086                    7,725

    Total liabilities                                                                1,815,943                1,645,276

    Stockholders' equity                                                               154,950                  130,220

    Earning assets                                                                   1,891,981                1,708,153

    Interest bearing liabilities                                                     1,185,401                1,048,853



    Ratios and Supplemental Information:


                                                                                                                                           December 31,                                      September 30,   December 31,        September 30,

                                                                                                                                                   2016                                                 2016                2015          2015
                                                                                                                                                   ----                                                 ----                ----          ----

    Ratios and Supplemental Information - Period End

    Book value per share                                                                                                                                                     $22.77                                     $22.99                     $21.59     $20.93

    Tangible book value per share                                                                                                                                            $21.58                                     $21.80                     $20.38     $20.93

    Common Equity Tier 1                                                                                                                                                    12.43%                                    12.78%                    12.86%    13.83%

    Tier I leverage ratio                                                                                                                                                    8.71%                                     8.84%                     8.77%     8.93%

    Total risk-based capital ratio                                                                                                                                          15.15%                                    15.59%                    15.77%    17.10%

    Tangible capital ratio (1)                                                                                                                                               7.22%                                     7.55%                     6.94%     7.29%

    Period end common shares outstanding                                                                                                                                 6,887,856                                  6,883,644                  6,855,294  6,338,158


    Credit Quality - Period End

    Nonperforming loans ("NPLs") (2)                                                                                                                                         $3,182                                     $4,236                     $3,985       $764

    Nonperforming assets ("NPAs") (2)                                                                                                                                        $3,259                                     $4,236                     $3,997       $764

    NPLs as a percent of total loans (2)                                                                                                                                     0.21%                                     0.29%                     0.28%     0.06%

    NPAs as a percent of total assets (2)                                                                                                                                    0.16%                                     0.21%                     0.20%     0.04%

    ALL as a percent of NPLs (2)                                                                                                                                              398%                                      296%                      302%    1,598%

    ALL as a percent of total loans                                                                                                                                          0.84%                                     0.85%                     0.85%     0.97%

    Accruing loans 31 to 90 days past due as a percent of total loans                                                                                                        0.03%                                     0.06%                     0.05%     0.01%



    (1)  The tangible capital ratio is calculated by dividing tangible equity by tangible assets.  See Tangible Capital Ratio reconciliation below.

    (2)  Non-performing loans have been updated to exclude accruing troubled debt-restructure loans.  Prior periods have been reclassified to be consistent with the current period presentation.



                                                                      Merchants Bancshares, Inc.

                                                                   Financial Highlights (unaudited)

                                                        (Dollars in thousands except share and per share data)


    Loan Portfolios:


                                           December 31,                         September 30,                  December 31,           September 30,

                                                   2016                                   2016                                   2015             2015
                                                   ----                                   ----                                   ----             ----

    Period End

    Commercial, financial and agricultural                           $257,078                                               $268,530                     $237,451   $207,067

    Municipal loans                                                   114,509                                                112,007                      105,421    108,423

    Real estate loans - residential                                   447,527                                                450,584                      468,443    448,632

    Real estate loans - commercial                                    636,755                                                584,392                      558,004    450,673

    Real estate loans - construction                                   52,533                                                 55,210                       34,802     40,748

    Installment loans                                                   5,790                                                  6,547                       10,115      2,370

    All other loans                                                        17                                                     15                           44         19
                                                                          ---                                                    ---                          ---        ---

    Total Loans                                                    $1,514,209                                             $1,477,285                   $1,414,280 $1,257,932
                                                                   ----------                                             ----------                   ---------- ----------



    Tangible Capital Ratio (Non-GAAP):


                                       December 31,            September 30,   December 31,         September 30,

    Period End                                 2016                       2016                2015            2015
                                               ----                       ----                ----            ----

    Total assets                                    $2,066,674                           $1,994,655                $2,021,237 $1,818,341

    Core deposit intangible                              1,156                                1,207                     1,360          -

    Goodwill                                             7,011                                7,011                     6,967          -
                                                         -----                                -----                     -----        ---

    Tangible assets                                  2,058,507                            1,986,437                 2,012,910  1,818,341


    Total stockholders' equity                         156,806                              158,287                   148,054    132,646

    Core deposit intangible                              1,156                                1,207                     1,360          -

    Goodwill                                             7,011                                7,011                     6,967          -
                                                         -----                                -----                     -----        ---

    Tangible stockholders' equity                      148,639                              150,069                   139,727    132,646


    Tangible capital ratio                               7.22%                               7.55%                    6.94%     7.29%




                                                                                                                                                         Merchants Bancshares, Inc.

                                                                                                                                                      Financial Highlights (unaudited)

                                                                                                                                           (Dollars in thousands except share and per share data)


                                                                                                                                               For the Three Months Ended                         For the Twelve Months Ended
                                                                                                                                               --------------------------                         ---------------------------

                                                                                                                                 December 31,                            September 30,                   December 31,         December 31,    December 31,

                                                                                                                                         2016                                        2016                               2015             2016                 2015
                                                                                                                                         ----                                        ----                               ----             ----                 ----

    Operating Results

    Interest income

    Interest and fees on loans                                                                                                                                 $13,170                                                $13,058                              $11,608 $51,929 $44,087

    Interest and dividends on investments                                                                                                                        1,752                                                  1,818                                1,995   7,555   7,779

    Interest on interest earning deposits with banks and other short-term investments                                                                               63                                                     54                                   94     256     250

    Total interest and dividend income                                                                                                                          14,985                                                 14,930                               13,697  59,740  52,116

    Interest expense

    Savings, interest bearing checking and money market accounts                                                                                                   442                                                    413                                  358   1,719   1,433

    Time deposits                                                                                                                                                  295                                                    321                                  337   1,347   1,312

    Total deposits                                                                                                                                                 737                                                    734                                  695   3,066   2,745

    Short-term borrowings                                                                                                                                           16                                                     79                                    -    126      13

    Securities sold under agreement to repurchase, short-term                                                                                                      135                                                    107                                  108     454     497

    Long-term debt                                                                                                                                                 217                                                    213                                  202     854     797

    Total interest expense                                                                                                                                       1,105                                                  1,133                                1,005   4,500   4,052

    Net interest income                                                                                                                                         13,880                                                 13,797                               12,692  55,240  48,064

    Provision for credit losses                                                                                                                                    200                                                    500                                    -  1,105     250

    Net interest income after provision for credit losses                                                                                                       13,680                                                 13,297                               12,692  54,135  47,814

    Noninterest income

    Trust division income                                                                                                                                        1,164                                                    843                                  858   3,709   3,525

    Net, debit card income                                                                                                                                         802                                                    765                                  779   3,028   3,080

    Overdraft income                                                                                                                                               638                                                    667                                  678   2,613   2,004

    Service charges on deposits                                                                                                                                    433                                                    427                                  396   1,699   1,504

    Other noninterest income                                                                                                                                       375                                                    429                                  376   1,639   1,847

    Total noninterest income                                                                                                                                     3,412                                                  3,131                                3,087  12,688  11,960

    Noninterest expense

    Compensation and benefits                                                                                                                                    5,427                                                  5,785                                6,133  22,976  21,879

    Occupancy expense                                                                                                                                            1,128                                                  1,050                                1,023   4,342   4,251

    Equipment expense                                                                                                                                              635                                                    676                                  747   2,734   2,971

    Telephone expense                                                                                                                                              159                                                    187                                  179     736     789

    Legal and professional fees                                                                                                                                    632                                                    651                                  596   2,607   1,991

    Mobile & internet banking                                                                                                                                      333                                                    345                                  402   1,380   1,597

    Core / Item processing                                                                                                                                         496                                                    425                                  476   1,897   1,765

    Marketing expenses                                                                                                                                             206                                                    196                                  125     801     561

    State franchise taxes                                                                                                                                          390                                                    399                                  408   1,585   1,503

    FDIC insurance                                                                                                                                                 133                                                    248                                  233     916     886

    Community Bank System, Inc. merger costs                                                                                                                     2,543                                                    476                                    -  3,019       -

    NUVO Bank & Trust Company acquisition costs                                                                                                                      -                                                     -                               1,511      61   1,875

    Core deposit intangible amortization                                                                                                                            51                                                     51                                   17     204      17

    Other noninterest expense                                                                                                                                      946                                                    931                                1,041   3,993   3,886

    Total noninterest expense                                                                                                                                   13,079                                                 11,420                               12,891  47,251  43,971

    Income before provision for income taxes                                                                                                                     4,013                                                  5,008                                2,888  19,572  15,803

    Provision for income taxes                                                                                                                                     897                                                  1,097                                  579   4,689   3,185

    Net income                                                                                                                                                   3,116                                                  3,911                                2,309  14,883  12,618


    Amounts reported for prior periods are reclassified, where necessary, to be consistent with the current period presentation.



                                                                                                                                                                                                                   Merchants Bancshares, Inc.

                                                                                                                                                                                                                Financial Highlights (unaudited)

                                                                                                                                                                                                     (Dollars in thousands except share and per share data)


                                                                                                                                                       For the Three Months Ended                                          For the Twelve Months Ended
                                                                                                                                                       --------------------------                                          ---------------------------

                                                                                                                                   December 31,                                    September 30,                             December 31,                   December 31,                December 31,

                                                                                                                                           2016                                                  2016                                          2015                      2016                        2015
                                                                                                                                           ----                                                  ----                                          ----                      ----                        ----

    Ratios and Supplemental Information

    Weighted average common shares outstanding                                                                                                                        6,886,127                                                            6,877,536                          6,493,180                    6,871,372   6,373,122

    Weighted average diluted shares outstanding                                                                                                                       6,923,006                                                            6,899,116                          6,498,071                    6,896,474   6,386,128

    Basic earnings per common share                                                                                                                                       $0.45                                                                $0.57                              $0.36                        $2.17       $1.98

    Diluted earnings per common share                                                                                                                                     $0.45                                                                $0.57                              $0.36                        $2.16       $1.98

    Return on average assets                                                                                                                                              0.62%                                                               0.80%                             0.49%                       0.76%      0.71%

    Return on average stockholders' equity                                                                                                                                7.83%                                                               9.91%                             6.73%                       9.61%      9.69%

    Average yield on loans                                                                                                                                                3.67%                                                               3.74%                             3.69%                       3.74%      3.72%

    Average yield on investments                                                                                                                                          1.80%                                                               1.89%                             1.97%                       1.91%      2.02%

    Average yield of earning assets                                                                                                                                       3.21%                                                               3.29%                             3.12%                       3.27%      3.17%

    Average cost of interest bearing deposits                                                                                                                             0.33%                                                               0.33%                             0.33%                       0.35%      0.35%

    Average cost of borrowed funds                                                                                                                                        0.45%                                                               0.54%                             0.42%                       0.48%      0.51%

    Average cost of interest bearing liabilities                                                                                                                          0.37%                                                               0.39%                             0.35%                       0.38%      0.39%

    Net interest rate spread                                                                                                                                              2.84%                                                               2.90%                             2.77%                       2.89%      2.78%

    Net interest margin                                                                                                                                                   2.98%                                                               3.03%                             2.89%                       3.04%      2.94%

    Net interest income on a fully taxable equivalent basis                                                                                                             $14,358                                                              $14,386                            $13,247                      $57,463     $50,153

    Net (charge-offs) recoveries to average loans                                                                                                                       (0.02)%                                                             (0.06)%                             0.00%                     (0.03)%    (0.01)%

    Net (charge-offs) recoveries                                                                                                                                          $(66)                                                              $(226)                             $(43)                      $(381)     $(109)

    Efficiency ratio (1)                                                                                                                                                 57.13%                                                              59.80%                            63.70%                      60.20%     64.02%


    (1)  The efficiency ratio excludes amortization of intangibles, OREO expenses, gain/loss on sales of securities, state franchise taxes and any significant nonrecurring items.



    Adjusted Net Income (Non-GAAP):


                                                             For the Three Months Ended                 For the Twelve Months Ended
                                                             --------------------------                 ---------------------------

                                                December 31,                             September 30,              December 31,          December 31,            December 31,

                                                        2016                                       2016                              2015            2016                     2015
                                                        ----                                       ----                              ----            ----                     ----

    Adjusted Net Income

    Community Bank System, Inc. merger costs                                      $2,543                                            $476               $        -                  $3,019  $      -

    NUVO Bank & Trust Company acquisition costs                                        -                                              -                   1,511                       61     1,875

    Severance and retirement costs                                                  (24)                                              9                      528                      162     1,007

    Tax effect                                                                       563                                             106                      408                      777       576
                                                                                     ---                                             ---                      ---                      ---       ---

    Adjustments, net of tax                                                       $1,956                                            $379                   $1,631                   $2,465    $2,306


    GAAP net income as reported                                                    3,116                                           3,911                    2,309                   14,883    12,618
                                                                                   -----                                           -----                    -----                   ------    ------

    Adjusted net income                                                           $5,072                                          $4,290                   $3,940                  $17,348   $14,924


    Weighted average common shares outstanding                                     6,886                                           6,878                    6,493                    6,871     6,373

    Weighted average diluted shares outstanding                                    6,923                                           6,899                    6,498                    6,896     6,386


    Adjusted basic earnings per common share                                       $0.74                                           $0.62                    $0.61                    $2.52     $2.34

    Adjusted diluted earnings per common share                                     $0.73                                           $0.62                    $0.61                    $2.52     $2.34

Contact: Jamie Oberle, Merchants Bank, at (802) 865-1603

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/merchants-bancshares-inc-reports-fourth-quarter-and-year-end-2016-results-declares-dividend-300397626.html

SOURCE Merchants Bancshares, Inc.