SOUTH BURLINGTON, Vt., Oct. 27, 2016 /PRNewswire/ -- Merchants Bancshares, Inc. (NASDAQ: MBVT), the parent company of Merchants Bank, today announced net income of $3.9 million and $0.57 per diluted share for the third quarter of 2016 compared to net income of $4.4 million or $0.63 per diluted share in the second quarter of 2016 and $3.9 million in net income or $0.61 per diluted share in the third quarter of 2015. Excluding acquisition, merger, severance and retirement costs, net of tax, the Company's adjusted net income was $4.3 million or $0.62 per diluted share for the third quarter of 2016. This compares to adjusted net income of $4.2 million or $0.61 per diluted share on a linked quarter basis and adjusted net income of $4.3 million or $0.68 per diluted share in the third quarter of 2015.

For the nine months ended September 30, 2016, net income was $11.8 million, or $1.71 per diluted share, compared to net income of $10.3 million, or $1.62 per diluted share, for the same period in 2015. Excluding acquisition, merger, severance and retirement costs, net of tax, the Company's adjusted net income was $12.3 million or $1.79 per diluted share for the nine months of 2016. This compares to adjusted net income of $10.9 million or $1.72 per diluted share for the same period in 2015.

The return on average assets was 0.80% for the three months ended September 30, 2016, compared to 0.90% in the linked quarter and 0.88% for the same period in 2015. The return on average equity was 9.91% for the three months ended September 30, 2016, compared to 11.36% in the linked quarter and 11.93% for the same period in 2015.

The Company's Board of Directors approved a dividend of $0.28 per share, payable November 23, 2016, to stockholders of record as of November 10, 2016. Based on the closing price of $32.39 per share on September 30, 2016 and the annual dividend payout of $1.12 per share, the dividend represents an annualized yield of 3.46%.

Geoffrey Hesslink, Merchants Bancshares, Inc.'s President and Chief Executive Officer commented, "We look forward to becoming part of Community Bank System, Inc. as it enables us to further enhance the outstanding service and commitment that our customers and communities have come to expect from Merchants Bank. I thank our management team and talented employees for their continued focus on achieving our strategic priorities. We remain committed to delivering exceptional service to our customers."

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

Third Quarter 2016 Financial Highlights

Balance Sheet:


    --  Total assets were $1.99 billion as of September 30, 2016, an increase of
        $95.9 million over the linked quarter and $176.3 million increase from
        the third quarter of 2015. The increase over the linked quarter was
        driven mainly by loan growth.
    --  Gross loans at September 30, 2016 totaled $1.48 billion, an increase of
        $81.9 million over the linked quarter and a $219.4 million increase from
        the third quarter of 2015. The linked quarter increase in ending and
        average loan balances since June 30, 2016 reflects growth in commercial
        real estate loans and normal seasonal increase in municipal loans.
        Municipal loans increased approximately $51.4 million from June 30,
        2016. Total commercial loans, defined as commercial, commercial real
        estate and construction increased $37.1 million from June 30, 2016. The
        increase in loan balances from the third quarter of 2015 reflects
        organic growth and the addition of the acquired NUVO Bank & Trust
        Company ("NUVO") loan portfolio.
    --  Total deposits were $1.50 billion for the third quarter of 2016, an
        increase of $50.5 million over the linked quarter and an increase of
        $116.4 million from the third quarter of 2015. The increase on a linked
        quarter basis was primarily attributable to growth in money market and
        demand deposit balances partially offset by planned decrease in
        higher-cost NUVO time deposits. The increase from the third quarter of
        2015 was primarily due to the acquisition of NUVO during the fourth
        quarter of 2015.
    --  Total stockholders' equity ended the quarter at $158.3 million. Tangible
        book value per share increased by $0.24 to $21.80 per share at September
        30, 2016 from $21.56 per share at June 30, 2016. The increase over the
        linked quarter was due to growth of $0.57 per share in the net income,
        partially offset by dividends paid of $0.28 per share. Reported book
        value per share was $22.99 per share at September 30, 2016 as compared
        to $22.74 per share at June 30, 2016 and $20.93 per share at September
        30, 2015.

Income Statement:


    --  Taxable equivalent net interest income was $14.4 million for the three
        months ended September 30, 2016, which is consistent with the $14.4
        million for the quarter ending June 30, 2016, but an increase from $12.6
        million for the same period in 2015. GAAP net interest income in the
        third quarter of 2016 was $13.8 million, compared to $13.8 million in
        the linked quarter and $12.1 million in the third quarter of 2015. The
        increase in the net interest margin over the same period year ago is
        driven by the acquisition of NUVO.
    --  The taxable equivalent net interest margin for the three months ended
        September 30, 2016 was 3.03%, a decrease of 5 basis points on a linked
        quarter basis and an increase of 7 basis points from the third quarter
        of 2015. The linked quarter decrease reflected lower asset yields.
        Interest earning assets increased by $8.7 million over the linked
        quarter, mainly driven by the increase in average loan balances. The
        increase in the net interest margin from the same period in 2015 was
        driven by higher loan yields and changes in the loan mix.
    --  Provision for credit losses was $500 thousand in the third quarter of
        2016, compared to $200 thousand in the linked quarter and $150 thousand
        in the third quarter of 2015. Provision expense was elevated in the
        third quarter mainly due to new loan growth.
    --  Noninterest income for the third quarter of 2016 was $3.1 million, a
        decrease of $90 thousand on a linked quarter basis and a decline of $318
        thousand from the third quarter of 2015. The decrease on a linked
        quarter basis was attributable to lower debit card and other fee income.
        The decrease from the third quarter of 2015 was primarily due to a
        non-recurring miscellaneous income of $440 thousand in the same period
        year ago.
    --  Noninterest expense was $11.4 million for the third quarter of 2016,
        compared to $10.8 million in the second quarter of 2016 and $10.6
        million in the third quarter of 2015. Noninterest expense increased by
        $587 thousand over the linked quarter primarily due to increase in
        compensation expense. Noninterest expense grew by $829 thousand over the
        third quarter of 2015 mainly due to the acquisition of NUVO in December
        2015. Adjusted noninterest expense (excl. merger, acquisition, severance
        and retirements costs) was $10.9 million in the third quarter, compared
        to $11.0 million in the linked quarter and $10.0 million in the third
        quarter 2015.
    --  The effective tax rate was 24% for the nine months ended on September
        30, 2016 compared to 20% for the corresponding period in 2015, mainly
        due to changes in business mix composition 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 September 30, 2016 was $12.5
        million, or 0.85% of gross loans, compared to $12.4 million, or 0.89% of
        gross loans, on a linked quarter basis and $12.2 million, or 0.97% of
        gross loans, as of September 30, 2015. ALL as a percentage of gross
        loans decreased on a linked quarter basis due to a charge-off on a
        purchased loan in the third quarter. ALL as a percentage of gross loans
        for the third quarter of 2016 has decreased from the third quarter in
        2015 due to the addition of loan balances acquired from NUVO. These
        loans were acquired at fair value on the acquisition date, without
        carryover of any of NUVO's allowance for loan losses as required by
        accounting standards.
    --  Nonperforming loans were $4.2 million, or 0.29% of total loans, at
        September 30, 2016, compared to 0.32% of total loans at June 30, 2016
        and 0.06% of total loans at September 30, 2015. ALL as a percentage of
        nonperforming loans was 296% at September 30, 2016 compared to 1600% at
        September 30, 2015. Accruing loans past due 31-90 days were 0.06% for
        the third quarter of 2016 compared to 0.06% in the second quarter of
        2016 and 0.01% in the third quarter of 2015. Merchants Bank continues to
        experience excellent credit quality.
    --  Estimated regulatory capital ratios at September 30, 2016:
        --  Common Equity Tier 1 - 12.78%
        --  Tier 1 Leverage - 8.84%
        --  Total Risk-Based Capital - 15.59%
        --  Tangible Capital - 7.55%

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 for total consideration valued at approximately $304 million. 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 cash and stock consideration would be equivalent to $44.02 for each share of Merchants Bancshares common stock based upon the closing price of Community Bank System, Inc. common stock as of October 21, 2016. 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 will file with the SEC a registration statement on Form S-4 that will include 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 when they become available, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the proxy statement/prospectus, when available, 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 when it becomes available. 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)


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

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

    Balance Sheets - Period End

    Cash and due from banks                                                                                                                       $31,166                        $29,469                       $30,605           $21,541

    Interest earning cash and other short-term investments                                                                                       47,551                         30,053                       104,578            89,918

    Fed funds sold                                                                                                                          -                           -                        15,000                   -

    Investments-available for sale, taxable                                                                                                     298,973                        280,078                       283,454           282,083

    Investments-held to maturity, taxable                                                                                                        90,672                        111,070                       119,674           123,929

    Loans                                                                                                                                     1,477,285                      1,395,393                     1,414,280         1,257,932

    Allowance for loan losses ("ALL")                                                                                                            12,540                         12,420                        12,040            12,210

    Net loans                                                                                                                                 1,464,745                      1,382,973                     1,402,240         1,245,722

    Federal Home Loan Bank ("FHLB") stock                                                                                                         4,844                          7,036                         3,797             4,378

    Bank premises and equipment, net                                                                                                             13,624                         14,052                        15,030            15,019

    Bank owned life insurance                                                                                                                    10,709                         10,659                        10,551            10,492

    Goodwill                                                                                                                                      7,011                          6,872                         6,967                 -

    Investment in real estate limited partnerships                                                                                                5,352                          5,768                         5,687             5,982

    Core deposit intangible                                                                                                                       1,207                          1,258                         1,360                 -

    Other assets                                                                                                                                 18,801                         19,422                        22,294            19,277

    Total assets                                                                                                                              1,994,655                      1,898,710                     2,021,237         1,818,341

    Non-interest bearing deposits                                                                                                               632,847                        606,200                       631,244           575,492

    Savings, interest bearing checking and money market accounts                                                                                661,962                        627,883                       665,623           620,224

    Time deposits                                                                                                                               209,031                        219,247                       254,572           191,757

    Total deposits                                                                                                                            1,503,840                      1,453,330                     1,551,439         1,387,473

    Short-term borrowings                                                                                                              22,000                       70,000                              -                  -

    Securities sold under agreement to repurchase, short-term                                                                                   276,083                        184,920                       286,639           267,794

    Other long-term debt                                                                                                                          3,673                          3,694                         5,238             2,258

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

    Other liabilities                                                                                                                            10,153                          9,854                         9,248             7,551

    Total liabilities                                                                                                                         1,836,368                      1,742,417                     1,873,183         1,685,695

    Stockholders' equity                                                                                                                        158,287                        156,293                       148,054           132,646


    Balance Sheets - Quarter-to-Date Averages

    Cash and due from banks                                                                                                                       $30,221                        $26,684                       $28,380           $26,049

    Interest earning cash and other short-term investments                                                                                       40,879                         37,018                       106,681            52,795

    Investments-available for sale, taxable                                                                                                     274,990                        285,723                       279,416           264,633

    Investments-held to maturity, taxable                                                                                                       102,868                        113,403                       122,924           126,549

    Loans                                                                                                                                     1,451,612                      1,426,966                     1,306,613         1,245,861

    Allowance for loan losses                                                                                                                    12,468                         12,249                        12,269            12,223

    Net loans                                                                                                                                 1,439,144                      1,414,717                     1,294,344         1,233,638

    FHLB stock                                                                                                                                    7,786                          6,292                         3,571             4,378

    Bank owned life insurance                                                                                                                    10,680                         10,626                        10,515            10,456

    Other assets                                                                                                                                 51,214                         52,487                        45,312            41,245

    Total assets                                                                                                                              1,957,782                      1,946,950                     1,891,143         1,759,743

    Non-interest bearing deposits                                                                                                               620,142                        609,454                       610,499           586,773

    Savings, interest bearing checking and money market accounts                                                                                662,250                        665,271                       632,481           613,337

    Time deposits                                                                                                                               213,853                        222,782                       210,527           195,044

    Total deposits                                                                                                                            1,496,245                      1,497,507                     1,453,507         1,395,154

    Short-term borrowings                                                                                                              63,130                       24,906                              -              9,649

    Securities sold under agreement to repurchase, short-term                                                                                   206,181                        235,927                       268,614           195,410

    Other long-term debt                                                                                                                          3,680                          4,196                         3,255             2,265

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

    Other liabilities                                                                                                                            10,131                         10,022                         7,972             7,388

    Total liabilities                                                                                                                         1,799,986                      1,793,177                     1,753,967         1,630,485

    Stockholders' equity                                                                                                                        157,796                        153,773                       137,176           129,258

    Earning assets                                                                                                                            1,878,135                      1,869,402                     1,819,205         1,694,216

    Interest bearing liabilities                                                                                                              1,169,713                      1,173,701                     1,135,496         1,036,324



                                                                                           Merchants Bancshares, Inc

                                                                                        Financial Highlights (unaudited)

                                                                             (Dollars in thousands except share and per share data)


                                                                                                                                            For the Nine Months Ended
                                                                                                                                            -------------------------

                                                                                                                                    September 30,                  September 30,

                                                                                                                                             2016                            2015
                                                                                                                                             ----                            ----

    Balance Sheets - Year-to-Date Averages

    Cash and due from banks                                                                                                                              $29,324                      $25,066

    Interest earning cash and other short-term investments                                                                                              50,695                       73,630

    Investments-available for sale, taxable                                                                                                            279,995                      243,048

    Investments-held to maturity, taxable                                                                                                              111,190                      131,604

    Loans                                                                                                                                            1,432,167                    1,218,067

    Allowance for loan losses                                                                                                                           12,264                       12,065

    Net loans                                                                                                                                        1,419,903                    1,206,002

    FHLB stock                                                                                                                                           5,961                        4,378

    Bank owned life insurance                                                                                                                           10,626                       10,395

    Other assets                                                                                                                                        51,702                       42,400

    Total assets                                                                                                                                     1,959,396                    1,736,523

    Non-interest bearing deposits                                                                                                                      615,401                      581,351

    Savings, interest bearing checking and money market accounts                                                                                       666,433                      577,006

    Time deposits                                                                                                                                      225,442                      201,601

    Total deposits                                                                                                                                   1,507,276                    1,359,958

    Short-term borrowings                                                                                                                               29,469                        5,285

    Securities sold under agreement to repurchase, short-term                                                                                          233,934                      212,859

    Other long-term debt                                                                                                                                 4,234                        2,286

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

    Other liabilities                                                                                                                                   10,042                        7,640

    Total liabilities                                                                                                                                1,805,574                    1,608,647

    Stockholders' equity                                                                                                                               153,822                      127,876

    Earning assets                                                                                                                                   1,880,008                    1,670,727

    Interest bearing liabilities                                                                                                                     1,180,131                    1,019,656



    Ratios and Supplemental Information:


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

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

    Ratios and Supplemental Information - Period End

    Book value per share                                                                                                                                               $22.99                    $22.74                    $21.59      $20.93

    Tangible book value per share                                                                                                                                      $21.80                    $21.56                    $20.38      $20.93

    Common Equity Tier 1                                                                                                                                             12.78%                   13.02%                   12.86%     13.83%

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

    Total risk-based capital ratio                                                                                                                                   15.59%                   15.91%                   15.77%     17.10%

    Tangible capital ratio (1)                                                                                                                                        7.55%                    7.84%                    6.94%      7.29%

    Period end common shares outstanding                                                                                                                          6,883,644                 6,871,642                 6,855,294   6,338,158


    Credit Quality - Period End

    Nonperforming loans ("NPLs") (2)                                                                                                                                   $4,236                    $4,489                    $3,985        $763

    Nonperforming assets ("NPAs") (2)                                                                                                                                  $4,236                    $4,549                    $3,997        $763

    NPLs as a percent of total loans (2)                                                                                                                              0.29%                    0.32%                    0.28%      0.06%

    NPAs as a percent of total assets (2)                                                                                                                             0.21%                    0.24%                    0.20%      0.04%

    ALL as a percent of NPLs (2)                                                                                                                                       296%                     277%                     302%      1600%

    ALL as a percent of total loans                                                                                                                                   0.85%                    0.89%                    0.85%      0.97%

    Accruing loans 31 to 90 days past due as a percent of total loans                                                                                                 0.06%                    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:

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

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

    Period End

    Commercial, financial and agricultural                                    $268,530                  $260,167                     $237,451   $207,067

    Municipal loans                                                          112,007                    60,590                      105,421    108,423

    Real estate loans - residential                                          450,584                   456,132                      468,443    448,632

    Real estate loans - commercial                                           584,392                   560,056                      558,004    450,673

    Real estate loans - construction                                          55,210                    50,788                       34,802     40,748

    Installment loans                                                          6,547                     7,629                       10,115      2,370

    All other loans                                                               15                        31                           44         19
                                                                                 ---                       ---                          ---        ---

    Total Loans                                                             $1,477,285                $1,395,393                   $1,414,280 $1,257,932
                                                                            ----------                ----------                   ---------- ----------


    Tangible Capital Ratio:


                                                              Period Ended

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

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

    Total assets                                $1,994,655                   $1,898,710                $2,021,237 $1,818,341

    Core deposit intangible                          1,207                        1,258                     1,360          -

    Goodwill                                         7,011                        6,872                     6,967          -
                                                     -----                        -----                     -----        ---

    Tangible assets                              1,986,437                    1,890,580                 2,012,910  1,818,341


    Total stockholders' equity                     158,287                      156,293                   148,054    132,646

    Core deposit intangible                          1,207                        1,258                     1,360          -

    Goodwill                                         7,011                        6,872                     6,967          -
                                                     -----                        -----                     -----        ---

    Tangible stockholders' equity                  150,069                      148,163                   139,727    132,646


    Tangible capital ratio                           7.55%                       7.84%                    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 Nine Months Ended
                                                                                                                                                                                              --------------------------                            -------------------------

                                                                                                                                                                                  September 30,     June 30,    September 30,            September 30,   September 30,

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

    Operating Results

    Interest income

    Interest and fees on loans                                                                                                                                                                        $13,058                    $12,897                         $11,055            $38,759       $32,478

    Interest and dividends on investments                                                                                                                                                             1,818                      1,988                           1,961              5,803         5,784

    Interest on interest earning deposits with banks and other short-term investments                                                                                                                    54                         58                              25                193           157

    Total interest and dividend income                                                                                                                                                               14,930                     14,943                          13,041             44,755        38,419

    Interest expense

    Savings, interest bearing checking and money market accounts                                                                                                                                        413                        424                             354              1,277         1,075

    Time deposits                                                                                                                                                                                       321                        340                             318              1,052           975

    Total deposits                                                                                                                                                                                      734                        764                             672              2,329         2,050

    Short-term borrowings                                                                                                                                                                                79                         31                               8                110            13

    Securities sold under agreement to repurchase, short-term                                                                                                                                           107                        103                              89                319           390

    Long-term debt                                                                                                                                                                                      213                        214                             199                637           595

    Total interest expense                                                                                                                                                                            1,133                      1,112                             968              3,395         3,048

    Net interest income                                                                                                                                                                              13,797                     13,831                          12,073             41,360        35,371

    Provision for credit losses                                                                                                                                                                         500                        200                             150                905           250

    Net interest income after provision for credit losses                                                                                                                                            13,297                     13,631                          11,923             40,455        35,121

    Noninterest income

    Trust division income                                                                                                                                                                               843                        835                             886              2,545         2,666

    Net, debit card income                                                                                                                                                                              765                        812                             796              2,226         2,301

    Overdraft income                                                                                                                                                                                    667                        677                             548              1,975         1,327

    Service charges on deposits                                                                                                                                                                         427                        424                             390              1,266         1,108

    Other noninterest income                                                                                                                                                                            429                        473                             829              1,264         1,470

    Total noninterest income                                                                                                                                                                          3,131                      3,221                           3,449              9,276         8,872

    Noninterest expense

    Compensation and benefits                                                                                                                                                                         5,785                      5,456                           5,508             17,549        15,746

    Occupancy expense                                                                                                                                                                                 1,050                      1,025                           1,036              3,214         3,228

    Equipment expense                                                                                                                                                                                   676                        704                             726              2,099         2,224

    Telephone expense                                                                                                                                                                                   187                        192                             206                577           609

    Legal and professional fees                                                                                                                                                                         651                        731                             414              1,975         1,394

    Mobile & internet banking                                                                                                                                                                           345                        336                             399              1,047         1,195

    Core / Item processing                                                                                                                                                                              425                        459                             450              1,401         1,289

    Marketing expenses                                                                                                                                                                                  196                        207                             148                595           437

    State franchise taxes                                                                                                                                                                               399                        398                             404              1,195         1,094

    FDIC insurance                                                                                                                                                                                      248                        281                             218                783           653

    Community Bank System, Inc. merger costs                                                                                                                                                476                              -                        -                       476             -

    NUVO Bank & Trust Company acquisition costs                                                                                                                                               -                          (72)                      215                         61           363

    Core deposit intangible amortization                                                                                                                                                     51                             51                         -                       153             -

    Other noninterest expense                                                                                                                                                                           931                      1,065                             867              3,047         2,847

    Total noninterest expense                                                                                                                                                                        11,420                     10,833                          10,591             34,172        31,079

    Income before provision for income taxes                                                                                                                                                          5,008                      6,019                           4,781             15,559        12,914

    Provision for income taxes                                                                                                                                                                        1,097                      1,653                             925              3,792         2,606

    Net income                                                                                                                                                                                        3,911                      4,366                           3,856             11,767        10,308


    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 Nine Months Ended
                                                                                                                                                      --------------------------                                      -------------------------

                                                                                                                                   September 30,                                    June 30,                           September 30,                   September 30,               September 30,

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

    Ratios and Supplemental Information

    Weighted average common shares outstanding                                                                                                                       6,877,536                                                       6,865,598                            6,337,778                    6,866,418   6,332,663

    Weighted average diluted shares outstanding                                                                                                                      6,899,116                                                       6,886,607                            6,349,086                    6,886,253   6,345,554

    Basic earnings per common share                                                                                                                                      $0.57                                                           $0.64                                $0.61                        $1.71       $1.63

    Diluted earnings per common share                                                                                                                                    $0.57                                                           $0.63                                $0.61                        $1.71       $1.62

    Return on average assets                                                                                                                                             0.80%                                                          0.90%                               0.88%                       0.80%      0.79%

    Return on average stockholders' equity                                                                                                                               9.91%                                                         11.36%                              11.93%                      10.20%     10.75%

    Average yield on loans                                                                                                                                               3.74%                                                          3.79%                               3.69%                       3.77%      3.73%

    Average yield on investments                                                                                                                                         1.89%                                                          1.97%                               1.98%                       1.95%      2.04%

    Average yield of earning assets                                                                                                                                      3.29%                                                          3.33%                               3.19%                       3.30%      3.20%

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

    Average cost of borrowed funds                                                                                                                                       0.54%                                                          0.49%                               0.52%                       0.49%      0.55%

    Average cost of interest bearing liabilities                                                                                                                         0.39%                                                          0.38%                               0.37%                       0.38%      0.40%

    Net interest rate spread                                                                                                                                             2.90%                                                          2.95%                               2.82%                       2.92%      2.80%

    Net interest margin                                                                                                                                                  3.03%                                                          3.08%                               2.96%                       3.05%      2.95%

    Net interest income on a fully taxable equivalent basis                                                                                                            $14,386                                                         $14,371                              $12,601                      $43,022     $36,906

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

    Net (charge-offs) recoveries                                                                                                                                        $(226)                                                           $(7)                               $(43)                      $(315)      $(67)

    Efficiency ratio (1)                                                                                                                                                59.80%                                                         59.72%                              64.09%                      61.24%     64.12%


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



    Non-GAAP Reconciliation:


                                                                         For the Three Months Ended                For the Nine Months Ended
                                                                         --------------------------                -------------------------

                                                           September 30,                              June 30,     September 30,             September 30,           September 30,

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

    Adjusted Net Income

    Community Bank System, Inc. merger related expenses                                          $476            $                 -                      $       -                     $476   $     -

    NUVO Bank & Trust Company acquisition related expenses                                          -                          (72)                            215                        61       363

    Severance and retirement costs                                                                  9                          (112)                            342                       186       407

    Tax effect                                                                                    106                           (51)                            110                       152       154
                                                                                                  ---                            ---                             ---                       ---       ---

    Adjustments, net of tax                                                                      $379                         $(133)                           $447                      $571      $616


    GAAP net income as reported                                                                 3,911                          4,366                           3,856                    11,767    10,308
                                                                                                -----                          -----                           -----                    ------    ------

    Adjusted net income                                                                        $4,290                         $4,233                          $4,303                   $12,338   $10,924


    Weighted average common shares outstanding                                                  6,878                          6,866                           6,338                     6,866     6,333

    Weighted average diluted shares outstanding                                                 6,899                          6,887                           6,349                     6,886     6,346


    Adjusted basic earnings per common share                                                    $0.62                          $0.62                           $0.68                     $1.80     $1.73

    Adjusted diluted earnings per common share                                                  $0.62                          $0.61                           $0.68                     $1.79     $1.72

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

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SOURCE Merchants Bancshares, Inc.