SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 1996 COMMISSION FILE NUMBER 0-11595 MERCHANTS BANCSHARES, INC. (A DELAWARE CORPORATION) EMPLOYER IDENTIFICATION NO. 03-0287342 123 Church Street, Burlington, VT 05401 Telephone: (802) 658-3400 Indicate by check mark whether the registrant has filed all reports required to be filed by section 13 or 15(D) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and has been subject to such filing requirement for the past 90 days. YES X NO 4,290,342 Shares Common Stock $.01 Par Outstanding March 31, 1996 MERCHANTS BANCSHARES, INC. INDEX TO FORM 10-Q PART I ITEM 1 FINANCIAL STATEMENTS Consolidated Balance Sheets March 31, 1996 and December 31, 1995 1 Consolidated Statements of Operations For the three months ended March 31, 1996 and 1995 2 Consolidated Statement of Stockholders' Equity For the year ended December 31, 1995 and the three months ended March 31, 1996 3 Footnotes to Financial Statements as of March 31, 1996 4-6 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 7-13 PART II - OTHER INFORMATION ITEM 1 Legal Proceedings 14 ITEM 2 Changes in Securities NONE ITEM 3 Defaults upon Senior Securities NONE ITEM 4 Submission of Matters to a Vote of Security Holders NONE ITEM 5 Other Information NONE ITEM 6 Exhibits and Reports on Form 8-K NONE SIGNATURES 15 MERCHANTS BANCSHARES, INC. CONSOLIDATED BALANCE SHEETS UNAUDITED MARCH 31 DECEMBER 31 ASSETS 1996 1995 Cash and Due from Banks $ 33,296,732 $ 38,366,772 Trading Securities 500,000 500,000 Investments: Debt Securities Available for Sale $ 104,690,800 $ 97,943,234 Marketable Equity Securities 310,017 309,508 ------------ ------------ Total Investments $ 105,000,817 $ 98,252,742 Loans 418,595,243 449,724,017 Reserve for possible loan losses 15,415,253 16,234,481 ------------ ------------ Net Loans $ 403,179,990 $ 433,489,536 Federal Home Loan Bank Stock 1,971,200 3,174,400 Bank Premises and Equipment, Net 12,771,694 12,454,708 Investments in Real Estate Limited Partnerships 3,101,704 3,141,245 Other Real Estate Owned 4,698,323 7,772,067 Other Assets 16,134,388 17,896,993 ------------ ------------ Total Assets $ 580,654,848 $ 615,048,463 LIABILITIES ============ ============ Deposits: Demand $ 75,650,005 $ 85,417,465 Savings, NOW and Money Market Accounts 244,199,951 278,241,601 Time Certificates of Deposit $100,000 and Over 20,684,454 20,473,321 Other Time 174,132,326 160,381,588 ------------ ------------ Total Deposits $ 514,666,736 $ 544,513,975 Federal Funds Purchased 4,700,000 0 Demand Note Due U/S Treasury 3,019,344 5,335,422 Other Liabilities 9,254,356 9,525,446 ------------ ------------ Total Liabilities $ 531,640,436 $ 559,374,843 Long-Term Debt 8,423,620 15,424,757 STOCKHOLDERS' EQUITY Common Stock, $.01 Par Value 44,346 44,346 Shares Authorized 4,700,000 Outstanding, Current Year 4,290,342 Previous Year 4,242,927 Preferred Stock Class A Non-Voting Authorized - 200,000, Outstanding 0 0 0 Preferred Stock Class B Voting Authorized - 1,500,000, Outstanding 0 0 0 Treasury Stock (At Cost) - 144,278 (2,037,927) (2,037,927) Surplus 33,154,407 33,154,407 Undivided Profits 9,990,052 8,620,881 Valuation Reserve - Marketable Equity Securities (560,086) 467,156 ------------ ------------ Total Stockholders' Equity $ 40,590,792 $ 40,248,863 Total Liabilities and ----------- ------------ Stockholders' Equity $ 580,654,848 $ 615,048,463 ============ ============ Book Value Per Common Share $9.46 $9.38 ======= ======= Note: As of March 31, 1996, the Bank had off-balance sheet liabilities in the form of standby letters of credit to customers in the amount of $6,415,851. 1 THE MERCHANTS BANCSHARES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED QUARTER ENDED MARCH 31, Interest Income 1996 1995 Interest on Loans $ 9,838,577 $ 11,115,091 Investment Income: Obligations of U.S. Government 1,500,704 1,005,085 Federal Funds Sold 83,517 32,872 Other 54,190 207,328 ----------- ----------- $ 11,476,988 $ 12,360,376 ----------- ----------- Interest Expense Interest on Deposits $ 4,588,487 $ 4,768,130 Interest on Capital Notes and Other Borrowings 269,900 1,103,897 ----------- ----------- $ 4,858,387 $ 5,872,027 ----------- ----------- Net Interest Income $ 6,618,601 $ 6,488,349 Provision for Possible Loan Losses 900,000 2,700,000 ----------- ----------- Net Interest Income after Provision for Loan Losses $ 5,718,601 $ 3,788,349 ----------- ----------- Other Income Fees on Loans $ 727,223 $ 692,617 Service Charges on Deposits 846,784 785,206 Gain (Loss) on Sale of Investments 90,026 248,647 Gain on Branch Sale 299,071 0 Refund of VT Franchise Tax 527,770 0 Other 1,148,962 1,176,463 ----------- ----------- Total Other Income $ 3,639,836 $ 2,902,933 ----------- ----------- Other Expenses Salaries and Wages $ 2,318,839 $ 2,797,581 Employee Benefits 590,332 703,522 Occupancy Expense, Net 582,081 602,526 Equipment Expense 507,176 523,010 Equity in the loss of Real Estate Limited Partnerships 206,121 186,400 Expenses - Other Real Estate Owned 1,539,184 479,226 Other 1,901,417 1,888,449 ----------- ----------- Total Other Expenses $ 7,645,150 $ 7,180,714 ----------- ----------- Income before Income Taxes $ 1,713,287 $ (489,432) Provision (Benefit) for Income Taxes 344,116 (528,063) ----------- ----------- Net Income $ 1,369,171 $ 38,631 =========== =========== Per Common Share Net Income $ 0.32 $ 0.01 =========== =========== Weighted Average Common Shares Outstanding 4,290,342 4,232,971 MERCHANTS BANCSHARES, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE THREE MONTHS ENDED MARCH 31, 1996 UNAUDITED Net Unrealized Depreciation Total Common Undivided Treasury of Invest Equity Stock Surplus Profits Stock Securities Capital ------ -------- -------- ------- ---------- ------- Balance - December 31, 1994 $42,429 $30,647,120 $12,462,820 $ (178,730) $ (673,669)$42,299,970 Net Loss -- -- (3,841,939) -- -- (3,841,939) Sale of Treasury Stock -- -- -- 178,730 -- 178,730 Purchase of Treasury Stock -- (44,598) -- (2,037,927) -- (2,082,525) Issuance of Common Stock 1,917 2,551,885 -- -- -- 2,553,802 Net Change in Unrealized Depreciation of Investment Securities -- -- -- -- 1,140,825 1,140,825 ------ ---------- --------- --------- ------- ---------- Balance - December 31, 1995 $44,346 $33,154,407 $ 8,620,881 $(2,037,927)$ 467,156 $40,248,863 Net Income 1,369,171 1,369,171 Net Change in Unrealized Depreciation of Investment Securities (1,027,242) (1,027,242) ------ ---------- --------- --------- ------- ---------- Balance - March 31, 1996 $44,346 $33,154,407 $ 9,990,052 $(2,037,927)$ (560,086)$40,590,792 ====== ========== ========= ========= ======= ========== 3 MERCHANTS BANCSHARES, INC MARCH 31, 1996 NOTES TO FINANCIAL STATEMENTS: See the Form 10-K filed as of December 31, 1995 for additional information. NOTE 1: CURRENT OPERATING ENVIRONMENT AND REGULATORY MATTERS As a result of a joint field examination of the Bank by the Federal Deposit Insurance Corporation (the FDIC) and the State of Vermont Department of Banking, Insurance and Securities (the Commissioner) as of March 31, 1993, the Bank entered into a Memorandum of Understanding (MOU) with the FDIC and the Commissioner on October 29, 1993. Under the terms of the MOU, the Bank is required to, among other things, maintain a leverage capital ratio of at least 5.5%, and refrain from declaring dividends. The dividend limitation includes dividends paid by the Bank to the Company. In April, 1995, the FDIC and the Commissioner completed the field work related to their most recent examination of the Bank as of December 31, 1994. Based on this examination, the Bank is required to continue its efforts to correct certain administrative and legal violations and enhance certain operating policies before the MOU will be removed. Management has revised the policies, made changes to enhance the credit review procedures and corrected the technical exceptions and violations, and believes the Bank is in substantial compliance with the MOU as of March 31, 1996. In February, 1994, the Company and the Federal Reserve entered into an agreement. Under this agreement, among other things, the Company may not declare or pay a dividend or incur any debt without the approval of the Federal Reserve. On December 29, 1995, the Federal Reserve completed the field work related to its most recent examination of the Company as of September 30, 1995. No substantive issues were brought up as a result of the examination. However, it appears that the Written Agreement will remain in place until at least the next examination. In December, 1994, the FDIC and the Commissioner completed field work related to their examination of the Merchants Trust Company as of September 26, 1994. On February 17, 1995 the Trust Company entered into a Memorandum of Understanding (MOU) with the FDIC and the Commissioner to affect corrective actions relating to certain operating, technical and regulatory issues. In December, 1995, the FDIC and the Commissioner completed the field work related to their examination of the Merchants Trust Company as of November 6, 1995. It appears that the MOU will remain in place until at least the next examination. NOTE 2: RECENT ACCOUNTING DEVELOPMENTS In March, 1995 the FASB issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of." This statement requires a review for impairment of long-lived assets and certain identifiable intangibles to be held and used by an entity when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss would be recognized if the sum of the future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset. The amount by which the carrying amount of the asset exceeds the asset's fair value is the total impairment loss to be recognized. The statement also requires that for certain long- lived assets to be disposed of, the amount by which the carrying amount of the asset exceeds the fair value less costs to sell, is an impairment loss to be recognized. This statement does not apply to financial instruments, core deposit intangibles, mortgage and other servicing rights, or deferred tax assets. The Bank adopted to adopt this new standard on January 1, 1996. The adoption of this standard did not have an impact on the Bank's consolidated financial condition and results of operations as of March 31, 1996. On January 1, 1996, the Bank adopted SFAS No. 122, "Accounting for Mortgage Servicing Rights." This statement requires the recognition of a separate asset for the rights to service mortgage loans for others regardless of how those servicing rights were created. SFAS No. 122 will impact the Bank as fixed rate loan originations having terms in excess of 15 years are generally sold in the secondary mortgage market with servicing of a related loan retained by the Bank. In such cases, the Bank is required to allocate a portion of the cost of the loan to mortgage servicing rights and the loan. The value of such servicing rights are to be periodically assessed for impairment based on the fair value of those rights. The effect of the adoption of this statement did not have a significant impact on earnings for the first quarter of 1996. NOTE 3: RESTRUCTURING The Company began a restructuring project during the latter half of 1995 to reduce ongoing operating costs and increase noninterest income. As a result, the Bank implemented a plan during the fourth quarter of 1995 to reduce its workforce by approximately 250 employees. In conjunction with the restructuring project the Company engaged a consulting firm to assist in the identification of possible workforce reductions and the implementation of the restructure plan. The fee earned by these consultants is, in part, contingent upon actual future operating cost reductions and the increase in noninterest income. The company remains subject to an agreement with these consultants whereby the Company is required to remit additional funds to the consultants in the event actual cost reductions and increases in noninterest income in 1996 exceed the amounts anticipated. No additional expenses related to these consultants' fees have been realized during the quarter ended March 31, 1996. NOTE 4: BRANCH SALE On January 12, 1996, the Passumpsic Savings Bank purchased approximately $6 million in loans and assumed approximately $8 million in deposits of the Bank's branch located in Danville, VT. The Bank received an 8% premium on deposits totalling $653,000 in accordance with the purchase and assumption agreement. Additionally, the Bank wrote off $301,000 of its core deposit intangible and recognized a loss of $53,000 on the sale of fixed assets directly related to the branch sale. NOTE 5: REFUND OF VERMONT FRANCHISE TAXES During the first quarter of 1996 the Bank recognized income related to refunds of its 1993 and 1994 Vermont Franchise Taxes of $240,332 and $287,438, respectively, in the first quarter of 1996. MERCHANTS BANCSHARES, INC ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS All adjustments necessary for a fair statement of the three months ended March 31, 1996 and 1995 have been included in the financial statements. The information was prepared from the books of Merchants Bancshares, Inc. and its subsidiaries, the Merchants Bank and Merchants Properties, Inc., without audit. In the ordinary course of business, the Merchants Bank makes commitments for possible future extensions of credit. On March 31, 1996, the Bank was obligated for $6,415,851 of standby letters of credit. No losses are anticipated in connection with these commitments. RESULTS OF OPERATIONS 1. ANALYSIS OF QUARTERLY STATEMENTS OF OPERATIONS The net income for the first quarter of 1996 was $1,139,171, compared to net income for the same period a year earlier of $38,632. On a per share basis, the 1996 net income represented $.32 per share compared to $.01 for 1995. First quarter net interest income before the provision for possible loan losses was $6,618,601 in 1996 as compared to $6,488,349 for the year earlier quarter. This increase is due to the reduction in interest expense on capital notes and other borrowings resulting from the prepayment of debt during the fourth quarter of 1995 and the first quarter of 1996. The provision for possible loan losses totalled $900,000 for the first quarter of 1996 compared to $2,700,000 for the same quarter in 1995, due to a healthier loan portfolio after substantial writeoffs and non-performing asset sales during 1995. Total non-interest expenses are up approximately 6% from the same quarter a year ago due primarily to additions to the valuation reserve for other real estate owned. The Company recognized $216,000 and $240,000 in low income housing tax credits during each of the quarters ended March 31, 1996 and 1995, respectively, representing the amount of the income tax credits earned during the those quarters. The recognition of these low income housing tax credits has reduced the Company's effective tax rate from 34% to 20% at March 31, 1996. The schedules on the following pages analyze interest and overhead management in relation to total average assets and the yield analysis for the periods reported. LOAN QUALITY AND RESERVES FOR POSSIBLE LOAN LOSSES (RPLL) Merchants Bancshares, Inc. reviews the adequacy of the RPLL at least quarterly. The method used in determining the amount of the RPLL is not based upon maintaining a specific percentage of RPLL to total loans or total non-performing assets, but rather a comprehensive analytical process of assessing the credit risk inherent in the loan portfolio. This assessment incorporates a broad range of factors which are indicative of both general and specific credit risk, as well as a consistent methodology for quantifying probable credit loss. As part of the Merchants Bancshares, Inc.'s analysis of specific credit risk, a detailed and extensive review is completed on larger credits and problematic credits identified on the watched asset list, non-performing asset listings, and risk rating reports. The more significant factors considered in the evaluation of the adequacy of the RPLL based on the analysis of general and specific credit risk include: Status of impaired loans as defined under SFAS No.114 Status of non-performing loans Status of adversely-classified credits Historic charge-off experience by major loan category Size and composition of the loan portfolio Concentrations of credit risk Renewals and extensions Current local and general economic conditions and trends Loan growth trends in the portfolio Off balance sheet credit risk relative to commitments to lend Loans deemed impaired totaled $19.8 million. Impaired loans have been allocated $1.9 million of the RPLL. Overall, management maintains the RPLL at a level deemed to be adequate, in light of historical, current and prospective factors, to reflect the level of risk in the loan portfolio. NON-PERFORMING ASSETS The following tables summarize the Bank's non-performing assets. The first table shows balances of non-performing assets at March 31, 1996 separately stating assets covered by a loss sharing arrangement related to the acquisition of the NFNBV On June 4, 1993. The terms of the Purchase and Assumption Agreement related to the purchase of NFNBV require that the FDIC pay the Bank 80% of net charge-offs up to $41,100,000 on any loans that qualify as loss sharing loans for a period of three years from the date of the acquisition. If net charge offs on qualifying loss sharing loans exceed $41,100,000 during the three year period, the FDIC is required to pay 95% of such qualifying charge offs. This arrangement significantly reduces the exposure that the Bank faces on NPA that are covered by loss sharing. As of March 31, 1996, NPA covered by loss sharing totaled $4,979,000. The aggregate amount of loans covered by the loss sharing arrangement at March 31, 1996 totaled $56,392,000. NPA Regular Loss Sharing Total (000's omitted) Assets Assets Nonaccrual Loans $12,798 $4,190 $16,988 Restructured Loans $2,642 $0 $2,642 Loans past due 90 days or more and still accruing $192 $0 $192 Other Real Estate Owned $3,909 $789 $4,698 Total $19,541 $4,979 $24,520 Note: Included in nonaccrual loans are certain loans whose terms have been substantially modified in troubled debt restructuring. The second table shows total nonperforming assets as of December 31, 1995 and March 31, 1996: NPAs (000's ommited) December 31, 1995 March 31, 1996 Nonaccrual Loans $25,617 $16,988 Loans past due 90 days or more and still accruing $237 $192 Restructured Loans $1,430 $2,642 Total Non-performing Loans $27,284 $19,822 Other Real Estate Owned $7,772 $4,698 Total Non-performing Assets $35,056 $24,520 Note: Included in nonaccrual loans are certain loans whose terms have been substantially modified in troubled debt restructuring. Ratios December 31, 1995 March 31, 1996 Percentage of Non-performing Loans to Total Loans 6.06% 4.74% Percentage of Non-performing Assets to Total Loans plus Other Real Estate Owned 7.66% 5.79% Percentage of RPLL to Total Loans 3.61% 3.68% Percentage of RPLL to NPL 59.50% 77.77% Percentage of RPLL to NPA 46.31% 62.87% Non-performing Loans (NPL) and Non-performing Assets (NPA) decreased by $7.5 million and $10.6 million, respectively, from December 31, 1995 to March 31, 1996. The decrease was due to management's continuing review of the portfolio and actions taken in an effort to diminish any loss exposure. As previously mentioned, the loss sharing arrangement reduces the exposure the Company faces on NPL. Adjusting the NPL total for the 80% FDIC coverage on qualifying loss sharing loans results in significantly larger RPLL to NPL ratios. The loss sharing, adjusted ratios of RPLL to NPL at December 31, 1995 and March 31, 1996 were 77% and 94%, respectively. This level of coverage is considered adequate based upon management's evaluation of known and inherent risks in the portfolio. Approximately 85% of the NPL are secured by real estate which significantly reduces the Company's exposure to loss. Based upon the combination of loss sharing coverage of some of the NPL, the secured nature of a significant portion of the NPL, strengthening in the local real estate market, and management's assessment of the current and prospective level of risk in the loan portfolio, the balance of the RPLL is considered adequate at March 31, 1996. DISCUSSION OF EVENTS AFFECTING NPA: Significant events affecting the categories of NPA are discussed below: Nonaccrual Loans: Nonaccrual loans (NAL) decreased $8.6 million during the first quarter of 1996. A review of the more significant NAL relationships noted transfers to NAL for the quarter were approximately $1.0 million. This amount was offset by approximately $1.0 million in payments and pay-offs; $1.4 million in charge-offs; and $6.0 million in loans returned to accrual status. Restructured Loans: Restructured loans increased $1.2 million, during the first quarter. The increase was attributable to $5.6 million in restructured loans transferred out of NAL; offset by $4.7 million in loans transferred out of TDR status, as a result of performance at a market rate of interest. Other Real Estate Owned: OREO decreased $3.1 million from December 31, 1995 to March 31, 1996. The majority of the decrease can be attributed write-downs of OREO properties of $1.9 million. Write-downs were made to reduce the carrying value of these properties to market value. In addition the sale of one property for 1.7 million occurred during the first quarter. The remainder of the change was due to additions and sales of properties, with lower carrying values. MERCHANTS BANCSHARES, INC SUPPLEMENTAL INFORMATION (UNAUDITED) THREE MONTHS ENDED MARCH 31, 1996 MARCH 31, 1995 Fully Taxable Equivalent AVERAGE AVERAGE AVERAGE AVERAGE Includes Fees on Loans BALANCE RATE BALANCE RATE ----------- ------- ----------- ------ INTEREST EARNING ASSETS Taxable Investments $ 98,313,831 6.36% $ 93,828,565 5.18% Loans 431,928,491 9.62% 509,306,439 9.31% Federal Funds Sold 6,126,703 5.48% 2,212,777 5.94% ----------- ---- ----------- ---- Total Interest Earning Assets $ 536,369,025 8.98% $ 605,347,781 8.66% =========== ==== =========== ==== INTEREST BEARING LIABILITIES Savings, NOW & Money Market Deposits $ 271,513,003 3.09% $ 285,104,635 3.19% Time Deposits 177,543,618 5.72% 195,756,010 4.99% ----------- ---- ----------- ---- Total Savings and Time Deposits 449,056,621 4.14% 480,860,645 3.92% Federal Funds Purchased & Securities Sold Under Agreements to Repurchase 717,777 5.44% 3,738,529 4.63% Other Borrowed Funds 13,804,436 7.32% 56,114,461 7.96% ----------- ---- ----------- ---- Total Interest Bearing Liabilities 463,578,834 4.24% 540,713,635 4.34% Other Liabilities & Stockholders' Equity (Net of Non-Interest Earning Assets) 72,790,191 64,634,146 ----------- ----------- Total Liabilities & Stockholders' Equity (Net of Non-Interest Earning Assets) $ 536,369,025 $ 605,347,781 =========== =========== Rate Spread 4.74% 4.31% ==== ==== Net Yield on Interest Earning Asset 5.32% 4.78% ==== ==== MERCHANTS BANCSHARES, INC. INTEREST MANAGEMENT AND OPERATING EXPENSE ANALYSIS (TAXABLE EQUIVALENT BASIS) QUARTER ENDED YEAR ENDED QUARTER ENDED 03/31/96 12/31/95 03/31/95 Total Average Assets $597,851,656 $642,487,000 $676,086,553 ------------------------ --------------------- --------------------- --------------------- AMOUNT % OF AMOUNT % OF AMOUNT % OF ASSETS ASSETS ASSETS INTEREST MANAGEMENT Interest Income (T.E.) $11,539,319 7.72% $49,109,437 7.64% $12,430,377 7.11% --------------------------- --------------------- --------------------- --------------------- Interest Expense 4,858,387 3.25% 23,001,635 3.58% 5,872,027 3.36% --------------------------- --------------------- --------------------- --------------------- Net Int before Prov (T.E.) $6,680,932 4.47% $26,107,802 4.06% $6,558,350 3.75% --------------------------- --------------------- --------------------- --------------------- Prov for Loan Losses 900,000 0.60% 12,100,000 1.88% 2,700,000 1.54% --------------------------- --------------------- --------------------- --------------------- Net Int. Income (T.E.) $5,780,932 3.87% $14,007,802 2.18% $3,858,350 2.21% --------------------------- --------------------- --------------------- --------------------- NET OPERATING EXPENSE Non-Interest Expense: Personnel $2,909,171 1.95% $13,433,905 2.09% $3,501,103 2.00% --------------------------- ------------------------------------------- --------------------- Occupancy 582,081 0.39% 2,177,612 0.34% 602,526 0.34% --------------------------- --------------------- --------------------- --------------------- Equipment 507,176 0.34% 2,068,991 0.32% 523,010 0.30% --------------------------- --------------------- --------------------- --------------------- Other 3,646,722 2.44% 15,974,501 2.49% 2,554,075 1.46% --------------------------- --------------------- --------------------- --------------------- Total $7,645,150 5.12% $33,655,009 5.24% $7,180,714 4.10% --------------------------- --------------------- --------------------- --------------------- Less Non-Interest Income: Fees on Loans $727,223 0.49% $2,491,825 0.39% $692,617 0.40% --------------------------- --------------------- --------------------- --------------------- Service Charges on Dep 846,784 0.57% 3,183,525 0.50% 785,206 0.45% --------------------------- --------------------- --------------------- --------------------- Other 2,065,829 1.38% 6,631,552 1.03% 1,425,110 0.81% --------------------------- --------------------- --------------------- --------------------- Total $3,639,836 2.44% $12,306,902 1.92% $2,902,933 1.66% --------------------------- --------------------- --------------------- --------------------- Net Operating Expense $4,005,314 2.68% $21,348,107 3.32% $4,277,781 2.45% --------------------------- --------------------- --------------------- --------------------- SUMMARY Net Interest Income $5,780,932 3.87% $14,007,802 2.18% $3,858,350 2.21% --------------------------- --------------------- --------------------- --------------------- Less Net Operating Exp. $4,005,314 2.68% $21,348,107 3.32% $4,277,781 2.45% --------------------------- --------------------- --------------------- --------------------- Profit Before Taxes $1,775,618 1.19% ($7,340,305) -1.14% ($419,431) -0.24% --------------------------- --------------------- --------------------- --------------------- NET PROFIT (LOSS) $1,369,171 0.92% ($3,841,939) -0.60% $38,632 0.02% --------------------------- --------------------- --------------------- --------------------- 13 MERCHANTS BANCSHARES, INC. MARCH 31, 1996 PART II - OTHER INFORMATION Item 1 - Legal Proceedings Reference is made to the Form 10-K filed for the year ended December 31, 1995 for disclosure to current legal proceedings against the Company, the Bank, the Merchants Trust Company and certain directors and trustees of the companies. No substantative changes in those proceedings have occured. Item 2 - Changes in Securities - NONE Item 3 - Defaults upon Senior Securities - NONE Item 4 - Submission of Matters to a Vote of Security Holders - NONE Item 5 - Other Issues - NONE Item 6 - Exhibits and Reports on Form 8-K - NONE MERCHANTS BANCSHARES, INC. FORM 10-Q MARCH 31, 1996 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Merchants Bancshares, Inc. \s\ Joseph L Boutin Joseph L Boutin, President \s\ Janet P Spitler Janet P Spitler, Treasurer May 10, 1996 Date