8-K

Merchants Bancorp (MBIN)

8-K 2020-01-30 For: 2020-01-30
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Added on April 06, 2026

UnitedStates

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENTREPORT


PURSUANT TO SECTION 13 OR 15(d)OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest eventreported): January 30, 2020

Merchants Bancorp

(Exact Name of Registrant as Specifiedin its Charter)

Indiana 001-38258 20-5747400
(State or Other Jurisdiction of Incorporation) (Commission <br><br> File Number) (IRS Employer Identification No.)

410 Monon Boulevard

Carmel, Indiana 46032

(Address of Principal Executive Offices) (Zip Code) ****


(317) 569-7420

(Registrant’s Telephone Number, Including Area Code)

NotApplicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, without par value <br><br> Series A Preferred Stock, without par value MBIN<br><br> MBINP NASDAQ <br><br> NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series B Preferred Stock, without par value MBINO NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging<br>growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to<br> use the extended transition period for complying with any new or revised financial accounting standards provided<br> pursuant to Section 13(a) of the Exchange Act. ¨
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Item 2.02. Results of Operations and Financial Condition.

On January 30, 2020, Merchants Bancorp issued a press release reporting its financial results for the 2019 fourth quarter and fiscal year. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release dated January 30, 2020 issued by Merchants Bancorp

SIGNATURE

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 hereunto duly authorized.

MERCHANTS BANCORP
Date: January 30, 2020 By: /s/ John F. Macke
Name: John F. Macke
Title: Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

Merchants Bancorp ReportsRecord Full Year and Fourth Quarter 2019 Results

For Release January 30, 2020

· Full year 2019 record net income of $77.3 million increased 23% compared to 2018
· Full year 2019 net income per common share of $2.37 increased 14% compared to 2018
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· Fourth quarter 2019 net income of $30.1 million increased 95% compared to the fourth quarter of 2018 and increased 48% compared<br>to the third quarter of 2019
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· Fourth quarter net income per common share of $0.92 increased 80% compared to the fourth quarter of 2018 and increased 53%<br>compared to the third quarter of 2019
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· Total assets of $6.4 billion increased $2.5 billion, or 64%, compared to December 31, 2018, driven by record-setting loan growth
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· Return on average assets reached 1.81% in the fourth quarter of 2019 compared to 1.61% in the fourth quarter of 2018 and 1.35%<br>compared to the third quarter of 2019
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· Return on average tangible common shareholders’ equity reached 25.65% in the fourth quarter of 2019 compared to 16.24%<br>in the fourth quarter of 2018 and 18.17% in the third quarter of 2019
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CARMEL, Indiana – (PR Newswire) - Merchants Bancorp (the “Company” or “Merchants”) (Nasdaq: MBIN), parent company of Merchants Bank of Indiana, today reported fourth quarter 2019 net income of $30.1 million, or $0.92 per common share. This compared to $15.4 million, or $0.51 per common share, in the fourth quarter of 2018 and $20.3 million, or $0.60 per common share, in the third quarter of 2019.

The 95% increase in net income for the fourth quarter 2019 compared to the fourth quarter of 2018 was primarily driven by a 56% increase in net interest income that reflected significant growth in mortgage warehouse loans, and a 31% increase in gain on sale of loans from significantly higher growth in multi-family loans.

The 48% increase in net income for the fourth quarter 2019 compared to the third quarter of 2019 was primarily driven by an 85% increase in gain on sale of loans from the multi-family business as well as a 15% increase in net interest income that benefited from 10% higher average loan balances and a 9 basis point increase in net interest margin.

“On many fronts, 2019 was an exceptional year at Merchants for record-setting results, as we grew total assets by 64%, raised over $171 million in net new capital, grew net income by 23%, and grew earnings per common share by 14%, compared to 2018. The robust increases were fueled by significant growth in mortgage warehouse and multi-family loans, while we also maintained our reputation for high credit quality metrics and conservatively managed our expenses. We continue to demonstrate that our business model, with its complementary portfolio of businesses, allows us to operate profitably across various interest rate environments and sets us apart from many of our peers,” said Michael F. Petrie, Chairman and CEO of Merchants. “As we move into 2020 with a top-notch team in place, I am optimistic that our model will continue to meet customer and community needs, which will lead us to achieve our growth and profit goals that will provide enhanced shareholder value,” added Petrie.

Total Assets

Total assets of $6.4 billion at December 31, 2019 increased $2.5 billion, or 64%, compared to $3.9 billion at December 31, 2018 and increased $34.7 million, or 1%, compared to September 30, 2019.

The increase compared to December 31, 2018 was primarily due to growth in loans held for sale and net loans receivable, which increased a combined total of $2.2 billion. The increase reflected the significant loan growth generated from mortgage warehouse business, primarily resulting from lower interest rates that increased the origination volume and refinancing in the single-family mortgage market, as well as higher loan volume generated in multi-family business.

Return on average assets was 1.81% for the fourth quarter of 2019 compared to 1.61% for the fourth quarter of 2018 and 1.35% for the third quarter of 2019.

Asset Quality

The allowance for loan losses of $15.8 million at December 31, 2019 increased $3.1 million compared to December 31, 2018 and increased $2.1 million compared to September 30, 2019, primarily reflecting increases associated with loan growth. Non-performing loans were $4.7 million, or 0.15% of total loans at December 31, 2019, compared to $2.4 million, or 0.12% of total loans at December 31, 2018 and compared to $6.1 million, or 0.22% of total loans at September 30, 2019.

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Total Deposits

Total deposits of $5.5 billion at December 31, 2019 increased $2.2 billion, or 70%, compared to December 31, 2018 and decreased $21.6 million, compared to September 30, 2019.

The 70% increase in deposits compared to December 31, 2018 was primarily due to higher brokered certificates of deposits to support the significant growth in loans and to match their expected duration. Total brokered deposits increased $1.2 billion, to $2.2 billion at December 31, 2019 from $988.2 million at December 31, 2018. Brokered deposits represented 39% of total deposits at December 31, 2019 compared to 31% of total deposits at December 31, 2018.

The modest decrease in deposits compared to September 30, 2019 was primarily due to the reduced need for brokered certificates of deposits, matching the decrease in loans held for sale. Total brokered deposits of $2.2 billion at December 31, 2019 decreased $108.0 million from $2.3 billion at September 30, 2019. Brokered deposits represented 39% of total deposits at December 31, 2019 compared to 41% of total deposits at September 30, 2019.

The Company increased its borrowing capacity, with unused lines of credit increasing from $634.6 million at September 30, 2019 to $1.5 billion at December 31, 2019. This increase in liquidity further enhances the ability to effectively manage interest expense and assets levels in the future.

Net Interest Income

Net interest income of $37.6 million in the fourth quarter of 2019 increased $13.5 million, or 56%, compared to the fourth quarter of 2018 and increased $5.0 million, or 15%, compared to the third quarter of 2019.

The 56% increase in net interest income compared to the fourth quarter of 2018 reflected significantly higher loan growth that offset lower margins. The interest rate spread of 2.07% for the fourth quarter of 2019 decreased 21 basis points compared to 2.28% in the fourth quarter of 2018. The net interest margin of 2.31% for the fourth quarter of 2019 declined 29 basis points compared to 2.60% for the fourth quarter of 2018. The decline in net interest margin compared to the fourth quarter of 2018 reflected the flattening and inversion of the yield curve, and reflects the shift in business mix to a higher concentration of warehouse loans that typically are funded for a shorter duration and earn interest based on longer term rates. Profitability in this business, which also includes fees classified as noninterest income, made the most significant contribution to net income for the fourth quarter of 2019.

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The 15% increase in net interest income compared to the third quarter of 2019 reflected an interest rate spread of 2.07% that increased 9 basis points compared to 1.98% in the third quarter of 2019.

The net interest margin of 2.31% for the fourth quarter of 2019 also increased 9 basis points compared to 2.22% for the third quarter of 2019.

Interest Income

Interest income of $63.8 million in the fourth quarter of 2019 increased $24.0 million, or 60%, compared to the fourth quarter of 2018 and increased $4.0 million, or 7%, compared to the third quarter of 2019. The increases for both periods were primarily due to loan growth.

The 60% increase in interest income compared to the fourth quarter of 2018 reflected a $2.5 billion, or 89%, increase in the average balance of loans, including loans held for sale, which reached $5.2 billion for the fourth quarter of 2019. The average yield on loans and loans held for sale of 4.35% for the fourth quarter of 2019 decreased 58 basis points compared to 4.93% for the fourth quarter of 2018. The decline in average yields reflected the higher concentration of warehouse loans for the fourth quarter of 2019.

The 7% increase in interest income compared to the third quarter of 2019 reflected a $463.8 million, or 10%, increase in the average balance of loans, including loans held for sale, which reached $5.2 billion for the fourth quarter of 2019. The average yield on loans and loans held for sale of 4.35% for the fourth quarter of 2019 decreased 9 basis points compared to 4.44% for the third quarter of 2019.

Interest Expense

Total interest expense of $26.2 million for the fourth quarter of 2019 increased $10.5 million, or 67%, compared to the fourth quarter of 2018 and decreased $1.0 million, or 4%, compared to the third quarter of 2019. Interest expense on deposits of $25.1 million for the fourth quarter of 2019 increased $11.3 million, or 82%, compared to the fourth quarter of 2018 and decreased $1.0 million, or 4%, compared to the third quarter of 2019.

The 82% increase in interest expense on deposits compared to the fourth quarter of 2018 was primarily due to the higher volume of custodial interest-bearing checking and brokered certificates of deposits. The average balance of interest-bearing deposits of $5.6 billion for the fourth quarter of 2019 increased $2.6 billion, or 85%, compared to the fourth quarter of 2018. The average cost of interest-bearing deposits was 1.78% for the fourth quarter of 2019, which was a 3 basis point decrease compared to 1.81% for the fourth quarter of 2018.

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The 4% decrease in interest expense on deposits compared to the third quarter of 2019 was primarily due to lower costs of deposits. The average cost of interest-bearing deposits was 1.78% for the fourth quarter of 2019, which was a 24 basis point decrease compared to 2.02% in the third quarter of 2019. The average balance of interest-bearing deposits of $5.6 billion for the fourth quarter of 2019 increased $466.9 million, or 9%, compared to the third quarter of 2019.

Noninterest Income

Noninterest income of $22.7 million for the fourth quarter of 2019 increased $8.0 million, or 54%, compared to the fourth quarter of 2018 and increased $11.9 million, or 109%, compared to the third quarter of 2019.

The 54% increase in noninterest income compared to the fourth quarter of 2018 was primarily due to a $3.6 million increase in gain on sale of loans and a $2.0 million increase in mortgage warehouse fees, reflecting the significant loan growth for these lines of business. Included in noninterest income for the fourth quarter of 2019 was a $1.1 million positive fair market value adjustment in mortgage servicing rights, which compared to a $436,000 positive fair market value adjustment for the fourth quarter of 2018.

The 109% increase in noninterest income compared to the third quarter of 2019 was primarily due to a $7.0 million, or 85%, increase in gain on sale of loans, and a $3.6 million increase in loan servicing fees. Included in loan servicing fees for the fourth quarter of 2019 was a $1.1 million positive fair market value adjustment in mortgage servicing rights, which compared to a $1.5 million negative fair market value adjustment for the fourth quarter of 2018.

At December 31, 2019, the mortgage servicing rights asset was valued at $74.4 million, a decrease of 4% compared to December 31, 2018 and an increase of 3% compared to September 30, 2019. The value of mortgage servicing rights generally declines in falling interest rate environments and increases in rising interest rate environments.

Noninterest Expense

Noninterest expense of $18.8 million for the fourth quarter of 2019 increased $2.7 million, or 16%, compared to the fourth quarter of 2018 and increased $3.3 million, or 21%, compared to the third quarter of 2019.

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The 16% increase in noninterest expense compared to the fourth quarter of 2018 was due primarily to a $1.1 million, or 410%, increase in deposit insurance related to the growth in deposits and assets and a $1.1 million increase in occupancy and equipment costs associated with the Company’s move to its new corporate headquarters. The efficiency ratio of 31.2% for the fourth quarter of 2019 compared to 41.6% for the fourth quarter of 2018.

The 21% increase in noninterest expense compared to the third quarter of 2019 was primarily due to a $1.3 million, or 14%, increase in salaries and employee benefits and a $799,000, or 80%, increase in occupancy and equipment costs associated with the company’s move to its new corporate headquarters. The increase in salaries and employee benefits was primarily due to the addition of new employees to support business growth, along with higher commission expense associated with higher loan growth during the fourth quarter of 2019. The efficiency ratio of 31.2% for the fourth quarter of 2019 compared to 35.7% for the third quarter of 2019.

Segments

For the fourth quarter of 2019, net income for Mortgage Warehousing increased 177% compared to the fourth quarter of 2018 and increased 25% compared to the third quarter of 2019, primarily reflecting significant growth in net interest income during both periods.

For the fourth quarter of 2019, net income for Multi-familyMortgage Banking increased 117% compared with the fourth quarter of 2018 and increased 273% compared to the third quarter of 2019. The increases reflected higher gains on sale of loans for both periods. The comparative performance was impacted by fair market value adjustments to mortgage servicing rights. The fourth quarter of 2019 included a positive fair market value adjustment of $1.1 million, which compared to a positive fair value adjustment of $436,000 for the fourth quarter of 2018 and a negative fair market value adjustment of $1.5 million for the third quarter of 2019.

For the fourth quarter of 2019, net income for Banking increased 5% compared to the fourth quarter of 2018 and decreased 8% compared to the third quarter of 2019, reflecting higher deposit insurance expense.

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About Merchants Bancorp

Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana operating multiple lines of business, including Federal Housing Administration ("FHA") multi-family housing and healthcare facility financing and servicing; mortgage warehouse financing; retail and correspondent residential mortgage banking; agricultural lending; and traditional community banking. Merchants Bancorp, with $6.4 billion in assets and $5.5 billion in deposits as of December 31, 2019, conducts its business through its direct and indirect subsidiaries, Merchants Bank of Indiana, Merchants Capital Corp., Farmers-Merchants Bank of Illinois, Merchants Capital Servicing, LLC, and Merchants Mortgage, a division of Merchants Bank of Indiana. For more information and financial data, please visit Merchants’ Investor Relations page at investors.merchantsbankofindiana.com.

Forward-Looking Statements

This press release contains forward-looking statements which reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as "may," "might," "should," "could," "predict," "potential," "believe," "expect," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "projection," "goal," "target," "outlook," "aim," "would," "annualized" and "outlook," or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including those factors identified in "Risk Factors" or "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

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MEDIA CONTACT: REBECCA MARSH

Merchants Bancorp

Phone: (317) 805-4356

Email: rmarsh@merchantsbankofindiana.com

INVESTOR CONTACT: JOHN MACKE

Merchants Bancorp

Phone: (317) 536-7421

Email: jmacke@merchantsbankofindiana.com

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                                                                                  8
Consolidated<br> Balance Sheets
(Unaudited)
(In thousands,<br> except share data)
September<br> 30, June<br> 30, March<br> 31, December<br> 31,
2019 2019 2019 2018
Assets
Cash<br> and due from banks 13,909 $ 15,614 $ 15,176 $ 19,554 $ 25,855
Interest-earning<br> demand accounts 492,800 349,362 445,713 293,897 310,669
Cash<br> and cash equivalents 506,709 364,976 460,889 313,451 336,524
Securities<br> purchased under agreements to resell 6,723 6,760 6,798 6,838 6,875
Trading<br> securities 269,891 227,914 101,514 129,914 163,419
Available<br> for sale securities 290,243 308,673 261,485 296,669 331,071
Federal<br> Home Loan Bank (FHLB) stock 20,369 18,808 18,820 18,880 7,974
Loans<br> held for sale (includes 19,592, 23,357, 9,592, 6,307, and 11,886 respectively, at fair value) 2,093,789 2,498,538 1,918,118 882,071 832,455
Loans<br> receivable, net of allowance for loan losses of 15,842, 13,705, 12,604, 13,356, and 12,704, respectively 3,012,468 2,742,088 2,347,906 2,168,256 2,045,423
Premises<br> and equipment, net 29,274 29,211 26,580 21,078 15,136
Mortgage<br> servicing rights 74,387 71,989 74,550 76,249 77,844
Interest<br> receivable 18,359 18,780 17,415 14,365 13,827
Goodwill 15,845 15,574 15,574 17,144 17,477
Intangible<br> assets, net 3,799 4,182 4,567 3,381 3,542
Other<br> assets and receivables 30,072 29,693 33,174 28,429 32,596
Total<br> assets 6,371,928 $ 6,337,186 $ 5,287,390 $ 3,976,725 $ 3,884,163
Liabilities<br> and Shareholders' Equity
Liabilities
Deposits
Noninterest-bearing 272,037 $ 198,843 $ 192,521 $ 128,029 $ 182,879
Interest-bearing 5,206,038 5,300,806 4,463,469 2,992,998 3,048,207
Total<br> deposits 5,478,075 5,499,649 4,655,990 3,121,027 3,231,086
Borrowings 181,439 159,673 62,225 338,031 195,453
Deferred<br> and current tax liabilities, net 16,917 15,347 16,716 18,274 15,444
Other<br> liabilities 41,769 33,078 37,446 21,562 20,943
Total<br> liabilities 5,718,200 5,707,747 4,772,377 3,498,894 3,462,926
Commitments<br> and  Contingencies
Shareholders'<br> Equity
Common<br> stock, without par value
Authorized<br> - 50,000,000 shares
Issued<br> and outstanding - 28,706,438 shares, 28,706,438 shares, 28,706,438 shares, 28,704,163 shares, and 28,694,036 shares, respectively 135,640 135,507 135,374 135,190 135,057
Preferred<br> stock, without par value - 5,000,000 total shares authorized
8%<br> Preferred stock - 1,000 per share liquidation preference
Authorized<br> - 50,000 shares
Issued<br> and outstanding - 41,625 shares 41,581 41,581 41,581 41,581 41,581
7%<br> Series A Preferred stock - 25 per share liquidation preference
Authorized<br> - 3,500,000 shares
Issued<br> and outstanding - 2,081,800 shares, 2,081,800 shares, 2,955,800 shares, and 2,000,000 shares, respectively 50,221 50,245 72,095 48,269
6%<br> Series B Preferred stock - 1,000 per share liquidation preference
Authorized<br> - 125,000 shares
Issued<br> and outstanding - 125,000 shares and 125,000 shares, respectively (both equivalent to 5,000,000 depositary shares) 120,844 120,863
Retained<br> earnings 304,984 280,551 265,323 252,637 244,909
Accumulated<br> other comprehensive income (loss) 458 692 640 154 (310 )
Total<br> shareholders' equity 653,728 629,439 515,013 477,831 421,237
Total<br> liabilities and shareholders' equity 6,371,928 $ 6,337,186 $ 5,287,390 $ 3,976,725 $ 3,884,163

All values are in US Dollars.

ConsolidatedStatement of Income

(Unaudited)

(In thousands, except share data)

Three Months Ended Twelve Months Ended
December 31, September 30, December 31, December 31, December 31,
2019 2019 2018 2019 2018
Interest Income
Loans $ 56,829 $ 52,779 $ 33,999 $ 186,428 $ 119,457
Investment securities:
Trading 2,256 1,422 1,235 6,690 5,012
Available for sale - taxable 1,576 1,604 1,740 6,208 6,448
Available for sale - tax exempt 55 68 272
Federal Home Loan Bank stock 190 262 88 932 385
Other 2,893 3,626 2,763 11,465 9,261
Total interest income 63,799 59,761 39,825 211,995 140,563
Interest Expense
Deposits 25,051 26,039 13,789 84,661 42,216
Borrowed funds 1,127 1,098 1,861 5,036 8,376
Total interest expense 26,178 27,137 15,650 89,697 50,592
Net Interest Income 37,621 32,624 24,175 122,298 89,971
Provision for loan losses 1,993 1,193 1,608 3,940 4,629
Net Interest Income After Provision for Loan Losses 35,628 31,431 22,567 118,358 85,342
Noninterest Income
Gain on sale of loans 15,352 8,312 11,718 35,411 39,266
Loan servicing fees, net 2,200 (1,410 ) 1,657 (1,118 ) 5,741
Mortgage warehouse fees 2,555 2,699 602 7,145 2,550
Gains/(losses) on sale of investments available for sale ^(1)^ 352 476
Other income 2,244 1,251 758 5,175 2,028
Total noninterest income 22,703 10,852 14,735 47,089 49,585
Noninterest Expense
Salaries and employee benefits 10,422 9,139 10,643 38,093 32,240
Loan expenses 1,007 1,248 1,109 4,534 4,621
Occupancy and equipment 1,793 994 726 4,609 2,788
Professional fees 826 508 830 2,326 2,585
Deposit insurance expense 1,393 859 273 2,747 1,024
Technology expense 848 674 548 2,623 1,544
Other expense 2,547 2,100 2,052 8,381 6,098
Total noninterest expense 18,836 15,522 16,181 63,313 50,900
Income Before Income Taxes 39,495 26,761 21,121 102,134 84,027
Provision for income taxes ^(2)^ 9,434 6,502 5,699 24,805 21,153
Net Income $ 30,061 $ 20,259 $ 15,422 $ 77,329 $ 62,874
Dividends on preferred stock (3,618 ) (3,022 ) (832 ) (9,216 ) (3,330 )
Net Income Allocated to Common Shareholders 26,443 17,237 14,590 68,113 59,544
Basic Earnings Per Share $ 0.92 $ 0.60 $ 0.51 $ 2.37 $ 2.08
Diluted Earnings Per Share $ 0.92 $ 0.60 $ 0.51 $ 2.37 $ 2.07
Weighted-Average Shares Outstanding
Basic 28,706,438 28,706,438 28,694,036 28,705,125 28,692,955
Diluted 28,754,078 28,744,953 28,727,822 28,745,707 28,724,419

^(1)^ Includes $352, $0, $0, $476, and $0, respectively, related to accumulated other comprehensive earnings reclassifications.

^(2)^Includes $(86), $0, $0, $(117) and $0, respectively, related to income tax (expense)/benefit for reclassification items.

KeyOperating Results

(Unaudited)

($ in thousands)

Three Months Ended Twelve Months Ended
December 31, September 30, December 31, December 31, December 31,
2019 2019 2018 2019 2018
Noninterest expense 18,836 15,522 16,181 63,313 50,900
Net interest income (before provision for losses) 37,621 32,624 24,175 122,298 89,971
Noninterest income 22,703 10,852 14,735 47,089 49,585
Total income 60,324 43,476 38,910 169,387 139,556
Efficiency ratio 31.22 % 35.70 % 41.59 % 37.38 % 36.47 %
Average assets 6,639,736 6,009,840 3,839,594 5,262,300 3,680,934
Net income 30,061 20,259 15,422 77,329 62,874
Return on average assets before annualizing 0.45 % 0.34 % 0.40 % 1.47 % 1.71 %
Annualization factor 4.00 4.00 4.00 1.00 1.00
Return on average assets 1.81 % 1.35 % 1.61 % 1.47 % 1.71 %
Return on average tangible common shareholders' equity (1) 25.65 % 18.17 % 16.24 % 17.56 % 17.23 %
Tangible book value per common share (1) $ 14.68 $ 13.83 $ 12.50 $ 14.68 $ 12.50
Tangible common shareholders' equity/tangible assets (1) 6.63 % 6.28 % 9.28 % 6.63 % 9.28 %

(1) Non-GAAP financial measure - see "Reconciliation of Non-GAAP Measures"

(1) Reconciliation of Non-GAAP Financial Measures

Certain non-GAAP financial measures provide useful information to management and investors that is supplementary to the company's financial condition, results of operations and cash flows computed in accordance with GAAP; however, they do have a number of limitations.  As such, the reader should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable  to non-GAAP financial measures that other companies use.  A reconciliation of GAAP to non-GAAP financial measures is below.  Net Income Available to Common Shareholders excludes preferred stock.  Tangible common equity is calculated by excluding the balance of goodwill and other intangible assets and preferred stock from the calculation of total assets.  Tangible Assets is calculated by excluding the balance of goodwill and intangible assets.  Tangible book value per share is calculated by dividing tangible common equity by the number of shares outstanding.

Three Months Ended Twelve Months Ended
December 31, September 30, December 31, December 31, December 31,
2019 2019 2018 2019 2018
Net income 30,061 20,259 15,422 77,329 62,874
Less: preferred stock dividends (3,618 ) (3,022 ) (832 ) (9,216 ) (3,330 )
Net income available to common shareholders 26,443 17,237 14,590 68,113 59,544
Average shareholders' equity 644,588 567,732 417,072 537,946 396,350
Less: average goodwill & intangibles (19,607 ) (20,005 ) (16,127 ) (20,243 ) (9,265 )
Less: average preferred stock (212,675 ) (168,266 ) (41,581 ) (129,881 ) (41,581 )
Average tangible common shareholders' equity 412,306 379,461 359,364 387,822 345,504
Annualization factor 4.00 4.00 4.00 1.00 1.00
Return on average tangible common shareholders' equity 25.65 % 18.17 % 16.24 % 17.56 % 17.23 %
Total equity 653,728 629,439 421,237 653,728 421,237
Less: goodwill and intangibles (19,644 ) (19,756 ) (21,019 ) (19,644 ) (21,019 )
Less: preferred stock (212,646 ) (212,689 ) (41,581 ) (212,646 ) (41,581 )
Tangible common shareholders' equity 421,438 396,994 358,637 421,438 358,637
Assets 6,371,928 6,337,186 3,884,163 6,371,928 3,884,163
Less: goodwill and intangibles (19,644 ) (19,756 ) (21,019 ) (19,644 ) (21,019 )
Tangible assets 6,352,284 6,317,430 3,863,144 6,352,284 3,863,144
Ending common shares 28,706,438 28,706,438 28,694,036 28,706,438 28,694,036
Tangible book value per common share $ 14.68 $ 13.83 $ 12.50 $ 14.68 $ 12.50
Tangible common shareholders' equity/tangible assets 6.63 % 6.28 % 9.28 % 6.63 % 9.28 %

MerchantsBancorp

AverageBalance Analysis

($in thousands)

(Unaudited)

Three Months<br> Ended Three Months<br> Ended Three Months<br> Ended
December<br> 31, 2019 September<br> 30, 2019 December<br> 31, 2018
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets:
Interest-bearing<br> deposits, and other $ 702,706 $ 3,083 1.74 % $ 670,399 $ 3,888 2.30 % $ 490,189 $ 2,851 2.31 %
Securities<br> available for sale - taxable 288,935 1,576 2.16 % 278,314 1,604 2.29 % 331,613 1,740 2.08 %
Securities<br> available for sale - tax exempt 7,527 55 2.90 % 9,032 68 2.99 % - - -
Trading securities 286,712 2,256 3.12 % 162,915 1,422 3.46 % 125,582 1,235 3.90 %
Loans<br> and loans held for sale 5,182,530 56,829 4.35 % 4,718,771 52,779 4.44 % 2,736,228 33,999 4.93 %
Total<br> interest-earning assets 6,468,410 63,799 3.91 % 5,839,431 59,761 4.06 % 3,683,612 39,825 4.29 %
Allowance<br> for loan losses (14,126 ) (12,990 ) (11,495 )
Noninterest-earning<br> assets 185,452 183,399 167,477
Total<br> assets $ 6,639,736 $ 6,009,840 $ 3,839,594
Liabilities<br> & Shareholders' Equity:
Interest-bearing<br> checking 1,971,710 7,652 1.54 % 1,951,613 9,253 1.88 % 1,335,051 6,122 1.82 %
Savings<br> deposits 154,997 76 0.19 % 152,509 85 0.22 % 159,724 100 0.25 %
Money<br> market 1,000,971 4,339 1.72 % 977,228 4,698 1.91 % 904,838 4,234 1.86 %
Certificates<br> of deposit 2,453,211 12,984 2.10 % 2,032,619 12,003 2.34 % 617,659 3,333 2.14 %
Total<br> interest-bearing deposits 5,580,889 25,051 1.78 % 5,113,969 26,039 2.02 % 3,017,272 13,789 1.81 %
Borrowings 69,556 1,127 6.43 % 59,585 1,098 7.31 % 74,072 1,861 9.97 %
Total<br> interest-bearing liabilities 5,650,445 26,178 1.84 % 5,173,554 27,137 2.08 % 3,091,344 15,650 2.01 %
Noninterest-bearing<br> deposits 278,447 198,832 293,197
Noninterest-bearing<br> liabilities 66,256 69,722 37,981
Total<br> liabilities 5,995,148 5,442,108 3,422,522
Shareholders'<br> equity 644,588 567,732 417,072
Total<br> liabilities and shareholders' equity $ 6,639,736 $ 6,009,840 $ 3,839,594
Net<br> interest income $ 37,621 $ 32,624 $ 24,175
Net<br> interest spread 2.07 % 1.98 % 2.28 %
Net<br> interest-earning assets $ 817,965 $ 665,877 $ 592,268
Net interest margin 2.31 % 2.22 % 2.60 %
Average<br> interest-earning assets to average interest-bearing liabilities 114.48 % 112.87 % 119.16 %

SegmentResults

(Unaudited)

($ in thousands)

Net Income Net Income
Three Months Ended Twelve Months Ended Total Assets
December 31, September 30, December 31, December 31, December 31, September 30, December 31,
2019 2019 2018 2019 2018 2019 2019 2018
Segment
Multi-family Mortgage Banking $ 10,217 $ 2,741 $ 4,698 $ 14,763 $ 19,810 $ 188,866 $ 169,283 $ 166,102
Mortgage Warehousing 13,690 10,924 4,942 34,766 21,000 3,124,684 3,529,267 1,430,776
Banking 7,028 7,649 6,703 31,854 26,269 3,018,568 2,596,313 2,256,687
Other (874 ) (1,055 ) (921 ) (4,054 ) (4,205 ) 39,810 42,323 30,598
Total $ 30,061 $ 20,259 $ 15,422 $ 77,329 $ 62,874 $ 6,371,928 $ 6,337,186 $ 3,884,163