Merchants Bancshares, Inc. Reports Fourth Quarter and Year End 2016 Results; Declares Dividend

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				—
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