EX-99.1 2 a16-20314_7ex99d1.htm EX-99.1

Exhibit 99.1

 

 

For Release: October 27, 2016

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

 

Merchants Bancshares, Inc. Reports Third Quarter Results; Declares Dividend

 

SOUTH BURLINGTON, VT— 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.

 

1



 

·                  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.

 

2



 

·                  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

 

3



 

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.

 

4



 

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

 

 

5



 

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.

 

6



 

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,

 

Period End

 

2016

 

2016

 

2015

 

2015

 

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

%

 

7



 

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.

 

8



 

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

 

 

9