8-K

Merchants Bancorp (MBIN)

8-K 2023-10-26 For: 2023-10-26
View Original
Added on April 06, 2026

United

                                        States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest eventreported): October 26, 2023


Merchants Bancorp

(Exact Name of Registrant as Specifiedin its Charter)


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

410 Monon BoulevardCarmel, Indiana 46032

(Address of Principal Executive Offices) (Zip Code)

(317) 569-7420

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On October 26, 2023, Merchants Bancorp issued a press release reporting its financial results for the third quarter of 2023. 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 October 26, 2023 issued by Merchants Bancorp.
104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

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: October 26, 2023 By: /s/ John F. Macke
Name: John F. Macke
Title: Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

Merchants Bancorp Reports Third Quarter2023 Results

For Release October 26, 2023

· Third quarter 2023<br> net income of $81.5 million increased 39% compared to third quarter of 2022 and increased<br> 25% compared to the second quarter 2023.
· Third quarter 2023<br> diluted earnings per common share of $1.68 increased 38% compared to the third quarter of<br> 2022 and increased 28% compared to the second quarter of 2023.
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· Total assets of $16.5<br> billion increased 4% compared to June 30, 2023, and increased 31% compared to December 31,<br> 2022.
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· As of September 30,<br> 2023, the Company had $5.4 billion, or 32% of total assets, in unused borrowing capacity<br> with the Federal Home Loan Bank and the Federal Reserve Discount window, based on available<br> collateral.
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· The<br> Company’s most liquid assets are in unrestricted cash, short-term investments, including<br> interest-bearing demand deposits, mortgage loans in process of securitization, loans held<br> for sale, and warehouse lines of credit included in loans receivable. Taken together, with<br> unused borrowing capacity, these totaled $10.7 billion, or 65%, of the $16.5 billion in total<br> assets as of September 30, 2023.
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· Uninsured<br> deposits totaled approximately $2 billion as of September 30, 2023, representing less<br> than 20% of total deposits.
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· Loans receivable of<br> $9.9 billion, net of allowance for credit losses on loans, increased $56.7 million, or 1%,<br> compared to June 30, 2023, and increased $2.5 billion, or 33%, compared to December 31,<br> 2022.
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· Efficiency ratio was<br> 28.0% in the third quarter of 2023 compared to 30.5% in the third quarter of 2022 and 32.7%<br> in the second quarter of 2023.
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· Tangible book value<br> per common share of $25.82 increased 24% compared to $20.78 in the third quarter of 2022<br> and increased 7% compared to $24.14 in the second quarter of 2023.
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· On August 31,<br> 2023, the Company completed a $303.6 million securitization of 11 multi-family mortgage loans<br> through a Freddie Mac-sponsored Q-Series transaction.
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· On September 7,<br> 2023, the Company entered into an agreement with Bank of Pontiac to sell its Farmers-Merchants<br> Bank of Illinois branch locations in Paxton, Melvin, and Piper City, Illinois, and into<br> an agreement with CBI Bank & Trust, to sell its Farmers-Merchants Bank of Illinois<br> branch located in Joy, Illinois.
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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 third quarter 2023 net income of $81.5 million, or diluted earnings per common share of $1.68. This compared to $58.5 million, or diluted earnings per common share of $1.22 in the third quarter of 2022, and compared to $65.3 million, or diluted earnings per common share of $1.31 in the second quarter of 2023.

“We could not be prouder to have achieved the highest earnings and asset levels in company history during the third quarter, along with tangible book value of $25.82 per share that grew 24% over the last year. Our focus on growing our sales teams in new markets, conservative underwriting, cost controls, and effectively matching our asset and liability duration have positioned us well for sustainable earnings growth for the remainder of 2023 and beyond,” said Michael F. Petrie, Chairman and CEO of Merchants.

Michael J. Dunlap, President and Chief Operating Officer of Merchants, added, “Our team has continued to maximize sources of liquidity and capital efficiencies to ensure that our strong pipeline of loan growth can be effectively executed in various interest rate environments so we can meet the needs of our customers and continue to generate ongoing profitability. We could not have achieved these record-setting milestones during the third quarter without the hard work and dedication of our entire team.”

Net income of $81.5 million for the third quarter 2023 increased by $23.0 million, or 39%, compared to the third quarter of 2022, primarily driven by a $32.1 million, or 38%, increase in net interest income. Results for the third quarter 2023 included a $11.6 million positive fair market value adjustment to servicing rights compared to a $4.6 million positive adjustment in the third quarter of 2022.

Net income of $81.5 million for the third quarter 2023 increased by $16.2 million, or 25%, compared to the second quarter of 2023, primarily driven by an $11.8 million, or 11% increase, in net interest income, an $18.6 million decrease in provision for credit losses related to credit events in the second quarter 2023, and a $6.2 million, or 21% increase in noninterest income. These increases to net income were partially offset by a $21.8 million increase in the provision for income taxes following the $13.0 million tax benefit related to tax refunds and changes to state tax apportionment calculations that were recognized in the second quarter 2023. Results for the third quarter 2023 included a $11.6 million positive fair market value adjustment to servicing rights compared to a $3.4 million positive adjustment in the second quarter of 2023.

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Total Assets

Total assets of $16.5 billion at September 30, 2023 increased $620.4 million, or 4%, compared to June 30, 2023, and increased $3.9 billion, or 31%, compared to December 31, 2022. The increase compared to December 31, 2022 was primarily due to significant growth in the healthcare, commercial lines of credit on collateralized mortgage servicing rights, multi-family, and warehouse loan portfolios.

Return on average assets was 2.03% for the third quarter of 2023 compared to 2.05% for the third quarter of 2022 and 1.78% for the second quarter of 2023.

Asset Quality

The allowance for credit losses on loans of $66.9 million, as of September 30, 2023, increased $3.9 million, or 6%, compared to June 30, 2023 and increased $22.9 million, or 52%, compared to December 31, 2022. The increase compared to June 30, 2023 was primarily in the multi-family, healthcare, and commercial portfolios due to a combination of changes in qualitative loss factors and loan growth. The increase compared to December 31, 2022 was primarily due to loan growth in the period, as well as credit events and increases in qualitative factors and forecasted loss rates to reflect changes in industry conditions that were recorded during the second quarter 2023. The Company experienced net recoveries of $10,000 during the third quarter 2023.

Non-performing loans were $60.2 million, or 0.60%, of loans receivable as of September 30, 2023, compared to 0.69% at June 30, 2023, and 0.36% at December 31, 2022. The increase in non-performing loans compared to December 31, 2022 was primarily due to 3 customers.

Securities Available for Sale

Total securities available for sale of $624.6 million as of September 30, 2023 decreased $23.4 million, or 4%, compared to June 30, 2023, and increased $301.2 million, or 93%, compared to December 31, 2022.

As of September 30, 2023, Accumulated Other Comprehensive Losses (“AOCL”) of $4.8 million, related to securities available for sale, decreased $2.3 million, or 32%, compared to June 30, 2023, and decreased $5.8 million, or 55%, compared to December 31, 2022. The $4.8 million of AOCL as of September 30, 2023 represented less than 1% of total equity and less than 1% of total investment securities.

Total Deposits

Total deposits of $13.0 billion at September 30, 2023 decreased $52.5 million compared to June 30, 2023, and increased $2.9 billion, or 29%, compared to December 31, 2022. The changes for both periods were primarily due to changes in brokered certificates of deposit.

Page 3

Total brokered deposits of $4.4 billion at September 30, 2023 decreased $350.8 million, or 7%, from June 30, 2023 and increased $1.6 billion, or 59%, from December 31, 2022. Brokered deposits represented 34% of total deposits at September 30, 2023 compared to 36% of total deposits at June 30, 2023 and 27% of total deposits at December 31, 2022. As of September 30, 2023, brokered certificates of deposit had a weighted average remaining duration of 49 days.

The Company continues to offer new products, such as adjustable-rate certificates of deposits, to minimize interest rate risks by aligning the rate and short duration characteristics of its deposit and loan portfolios. As of September 30, 2023, deposit balances in Flex CD products increased by $294.3 million, or 201%, compared to December 31, 2022. Additionally, the Company has offered an insured cash sweep program since 2018, which extends FDIC protection up to $100 million per depositor. The balance of deposits in this program was $1.8 billion as of September 30, 2023 and has contributed to the Company's low level of uninsured deposits, which were below 20% of total deposits.

Liquidity

Cash balances of $407.2 million as of September 30, 2023 increased by $29.9 million compared to June 30, 2023 and increased by $181.1 million compared to December 31, 2022. The Company continues to have significant borrowing capacity, with unused lines of credit totaling $5.4 billion as of September 30, 2023 compared to $5.3 billion at June 30, 2023 and $3.1 billion at December 31, 2022.

This liquidity enhances the ability to effectively manage interest expense and asset levels in the future. Additionally, the Company’s business model is designed to continuously sell or securitize a significant portion of its loans, which provides flexibility in managing its liquidity.

Comparison of Operating Results for theThree Months Ended

September 30, 2023 and 2022

Net InterestIncome of $117.4 million increased $32.1 million, or 38%, reflecting higher yields and average balances on loans and loans held for sale, and higher balances of securities held to maturity, which were partially offset by higher rates and average balances on deposits, as well as higher rates on borrowings that were primarily related to the credit linked notes issued by the Company during the first quarter of 2023.

· Interest rate spread<br> of 2.44% decreased 33 basis points compared to 2.77%.
· Net interest margin<br> of 2.99% decreased 6 basis points compared to 3.05%.
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InterestIncome of $296.7 million increased $162.6 million, or 121%, compared to $134.1 million, reflecting an increase in both yields and average balances of loans and loans held for sale, as well as higher balances in securities held to maturity.

· Average balances of<br> $13.4 billion for loans and loans held for sale increased 31% compared to $10.2 billion.
· Average yield on loans<br> and loans held for sale of 7.89% increased 289 basis points compared to 5.00%.
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InterestExpense of $179.2 million increased $130.5 million, or 268%, compared to $48.7 million. The increase was primarily due to higher rates on certificates of deposit, interest-bearing checking, and money market accounts, as well higher average balances of certificates of deposit and higher rates on borrowings.

· Average balances of<br> $13.2 billion for interest-bearing deposits increased 46% compared to $9.0 billion.
· Average interest rates<br> of 4.90% for interest-bearing deposits increased 292 basis points compared to 1.98%.
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NoninterestIncome of $36.1 million increased $6.9 million, or 24%, compared to $29.2 million, primarily due to a $9.2 million, or 113%, increase in loan servicing fees that was offset by a $2.6 million, or 19%, decrease in gain on sale of loans.

· Loan servicing fees<br> included a $11.6 million positive fair market value adjustment to servicing rights, with<br> a $1.2 million positive adjustment in the Banking segment and a $10.4 million positive adjustment<br> in the Multi-family Mortgage Banking segment. This compared to a $4.6 million positive fair<br> market value adjustment to mortgage servicing rights in the prior period, of which $0.9 million<br> was in the Banking segment and $3.7 million was in the Multi-family Mortgage Banking segment.
· The decrease in gain<br> on sale of loans was associated with a business mix shift in multi-family lending, from volumes<br> sold in the secondary market towards those maintained on the balance sheet.
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NoninterestExpense of $42.9 million increased $8.0 million, or 23%, primarily due to increases in salaries and employee benefits and deposit insurance expense.

· The efficiency ratio<br> of 28.0% decreased 253 basis points compared to 30.5%.
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Comparison of Operating Results for theThree Months Ended

September 30, 2023 and June 30,2023

Net InterestIncome of $117.4 million increased $11.8 million, or 11%, compared to $105.6 million, reflecting higher average balances and yields on loans and loans held for sale, which were partially offset by higher average balances and rates and on deposits, as well as higher average balances on borrowings.

· Interest rate spread<br> of 2.44% increased 3 basis points compared to 2.41%.
· Net interest margin<br> of 2.99% increased 2 basis points compared to 2.97%.
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InterestIncome of $296.7 million increased $38.6 million, or 15%, compared to $258.1 million, reflecting an increase in average balances and yields on loans and loans held for sale.

· Average balances of<br> $13.4 billion for loans and loans held for sale increased 12%, compared to $12.0 billion.
· Average yield on loans<br> and loans held for sale of 7.89% increased 22 basis points compared to 7.67%.
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InterestExpense of $179.2 million increased 18% compared to $152.5 million. The increase was primarily due to higher average balances and rates on certificates of deposit and interest-bearing checking accounts, as well as higher average balances on borrowings.

· Average balances of<br> $13.2 billion for interest-bearing deposits increased 10% compared to $12.0 billion.
· Average interest rates<br> of 4.90% for interest-bearing deposits increased 30 basis points compared to 4.60%.
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NoninterestIncome of $36.1 million increased $6.2 million, or 21%, compared $29.9 million, primarily due to a $8.8 million, or 102%, increase in loan servicing fees.

· Loan servicing fees<br> included a $11.6 million positive fair market value adjustment to servicing rights, with<br> a $1.2 million positive adjustment in the Banking segment and a $10.4 million positive adjustment<br> in the Multi-family Mortgage Banking segment. This compared to a $3.4 million positive fair<br> market value adjustment to servicing rights in the prior period, with a $1.3 million positive<br> adjustment in the Banking segment and a $2.1 million positive adjustment in the Multi-family<br> Mortgage Banking segment.

NoninterestExpense of $42.9 million decreased $1.4 million, or 3%, primarily due to a decrease in professional fees and other miscellaneous expenses that were partially offset by higher salaries and employee benefits.

· The efficiency ratio<br> of 28.0% decreased 474 basis points compared to 32.7%.
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About Merchants Bancorp

Ranked as a top performing U.S. public bank by S&P Global Market Intelligence, Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana operating multiple segments, including Multi-family Mortgage Banking that primarily offers multi-family housing and healthcare facility financing and servicing. Through this segment it also serves as a syndicator of low-income housing tax credit and debt funds; Mortgage Warehousing that offers mortgage warehouse financing, commercial loans, and deposit services; and Banking that offers retail and correspondent residential mortgage banking, agricultural lending, and traditional community banking. Merchants Bancorp, with $16.5 billion in assets and $13.0 billion in deposits as of September 30, 2023, conducts its business primarily through its direct and indirect subsidiaries, Merchants Bank of Indiana, Merchants Capital Corp., Merchants Capital Investments, LLC, Merchants Capital Servicing, LLC, Merchants Asset Management, LLC, Farmers-Merchants Bank of Illinois, and Merchants Mortgage, a division of Merchants Bank of Indiana. For more information and financial data, please visit Merchants’ Investor Relations page at investors.merchantsbancorp.com.

Forward-Looking Statements

This press release contains forward-looking statements which reflect management’s current views with respect to, among other things, future events and 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 the industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, management cautions 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 the Company believes 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 actual results to differ materially from those indicated in these forward-looking statements, including the impacts of factors identified in "Risk Factors" or "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s 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 the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

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

Page 7

ConsolidatedBalance Sheets

(Unaudited)

(In thousands, except share data)

June 30, March 31, December 31, September 30,
2023 2023 2022 2022
Assets
Cash and due from banks 10,633 $ 15,390 $ 19,002 $ 22,170 $ 13,796
Interest-earning demand accounts 396,605 361,920 350,584 203,994 310,165
Cash and cash equivalents 407,238 377,310 369,586 226,164 323,961
Securities purchased under agreements to resell 3,385 3,412 3,438 3,464 3,497
Mortgage loans in process of securitization 476,047 298,907 197,074 154,194 137,448
Securities available for sale 624,586 648,003 679,518 323,337 322,069
Securities held to maturity (includes 1,010,745, 1,058,590, 1,106,582, 1,118,966 and 1,005,487 at fair value, respectively) 1,012,801 1,062,017 1,104,835 1,119,078 1,005,487
Federal Home Loan Bank (FHLB) stock 48,219 39,130 39,130 39,130 39,130
Loans held for sale (includes 90,875, 82,931, 85,516, 82,192 and 68,785 at fair value, respectively) 3,477,036 3,058,013 2,855,250 2,910,576 2,844,750
Loans receivable, net of allowance for credit losses on loans of 66,864, 62,986, 51,838, 44,014 and 38,996, respectively 9,910,681 9,854,018 8,575,210 7,426,858 6,919,128
Premises and equipment, net 36,730 36,947 35,793 35,438 35,492
Servicing rights 162,141 147,288 143,867 146,248 144,984
Interest receivable 78,401 70,509 64,282 56,262 40,170
Goodwill 15,845 15,845 15,845 15,845 15,845
Intangible assets, net 831 949 1,068 1,186 1,307
Other assets and receivables 241,295 262,524 156,070 157,447 145,454
Total assets 16,495,236 $ 15,874,872 $ 14,240,966 $ 12,615,227 $ 11,978,722
Liabilities and Shareholders' Equity
Liabilities
Deposits
Noninterest-bearing 287,846 $ 349,387 $ 313,733 $ 326,875 $ 315,868
Interest-bearing 12,719,492 12,710,477 11,031,498 9,744,470 10,003,611
Total deposits 13,007,338 13,059,864 11,345,231 10,071,345 10,319,479
Borrowings 1,654,075 1,016,836 1,233,762 930,392 97,279
Deferred and current tax liabilities, net 18,006 16,084 32,827 19,613 19,124
Other liabilities 183,102 221,788 123,462 134,138 130,250
Total liabilities 14,862,521 14,314,572 12,735,282 11,155,488 10,566,132
Commitments and  Contingencies
Shareholders' Equity
Common stock, without par value
Authorized - 75,000,000 shares
Issued and outstanding  - 43,240,212 shares, 43,237,300 shares, 43,233,618 shares, 43,113,127 shares and 43,109,578 shares 139,609 138,853 138,105 137,781 137,226
Preferred stock, without par value - 5,000,000 total shares authorized
7% Series A Preferred stock - 25 per share liquidation preference
Authorized - 3,500,000 shares
Issued and outstanding - 2,081,800 shares 50,221 50,221 50,221 50,221 50,221
6% Series B Preferred stock - 1,000 per share liquidation preference
Authorized - 125,000 shares
Issued and outstanding - 125,000 shares (equivalent to 5,000,000 depositary shares) 120,844 120,844 120,844 120,844 120,844
6% Series C Preferred stock - 1,000 per share liquidation preference
Authorized - 200,000 shares
Issued and outstanding - 196,181 shares (equivalent to 7,847,233 depositary shares) 191,084 191,084 191,084 191,084 191,084
8.25% Series D Preferred stock - 1,000 per share liquidation preference
Authorized - 300,000 shares
Issued and outstanding - 142,500 shares (equivalent to 5,700,000 depositary shares) 137,459 137,459 137,459 137,459 137,371
Retained earnings 998,252 928,875 875,700 832,871 787,530
Accumulated other comprehensive loss (4,754 ) (7,036 ) (7,729 ) (10,521 ) (11,686 )
Total shareholders' equity 1,632,715 1,560,300 1,505,684 1,459,739 1,412,590
Total liabilities and shareholders' equity 16,495,236 $ 15,874,872 $ 14,240,966 $ 12,615,227 $ 11,978,722

All values are in US Dollars.

Page 8

Consolidated Statement of Income

(Unaudited)

(In thousands, except share data)

Three Months Ended **** Change ****
September 30, **** June 30, **** September 30, **** 3Q23 **** 3Q23 ****
**** 2023 **** 2023 **** 2022 **** vs. 2Q23 **** vs. 3Q22 ****
Interest Income
Loans $ 266,561 $ 228,732 $ 129,101 17 % 106 %
Mortgage loans in process of securitization 2,583 3,127 2,162 -17 % 19 %
Investment securities:
Available for sale - taxable 6,182 5,564 485 11 % 1175 %
Held to maturity 17,427 17,311 970 1 % 1697 %
Federal Home Loan Bank stock 572 471 379 21 % 51 %
Other 3,351 2,864 1,015 17 % 230 %
Total interest income 296,676 258,069 134,112 15 % 121 %
Interest Expense
Deposits 162,906 137,801 45,002 18 % 262 %
Borrowed funds 16,334 14,651 3,725 11 % 338 %
Total interest expense 179,240 152,452 48,727 18 % 268 %
Net Interest Income 117,436 105,617 85,385 11 % 38 %
Provision for credit losses 4,014 22,603 2,225 -82 % 80 %
Net Interest Income After Provision for Credit Losses 113,422 83,014 83,160 37 % 36 %
Noninterest Income
Gain on sale of loans 10,758 11,350 13,354 -5 % -19 %
Loan servicing fees, net 17,384 8,616 8,169 102 % 113 %
Mortgage warehouse fees 1,858 2,865 1,105 -35 % 68 %
Syndication and asset management fees 2,368 3,896 3,073 -39 % -23 %
Other income 3,700 3,155 3,485 17 % 6 %
Total noninterest income 36,068 29,882 29,186 21 % 24 %
Noninterest Expense
Salaries and employee benefits 27,052 25,724 23,027 5 % 17 %
Loan expenses 1,038 907 1,226 14 % -15 %
Occupancy and equipment 2,196 2,456 1,967 -11 % 12 %
Professional fees 2,555 3,723 2,429 -31 % 5 %
Deposit insurance expense 3,568 3,806 755 -6 % 373 %
Technology expense 1,609 1,571 1,325 2 % 21 %
Other expense 4,912 6,133 4,222 -20 % 16 %
Total noninterest expense 42,930 44,320 34,951 -3 % 23 %
Income Before Income Taxes 106,560 68,576 77,395 55 % 38 %
Provision for income taxes 25,056 3,274 18,907 665 % 33 %
Net Income $ 81,504 $ 65,302 $ 58,488 25 % 39 %
Dividends on preferred stock (8,668 ) (8,668 ) (5,729 ) 51 %
Net Income Allocated to Common Shareholders $ 72,836 $ 56,634 $ 52,759 29 % 38 %
Basic Earnings Per Share $ 1.68 $ 1.31 $ 1.22 28 % 38 %
Diluted Earnings Per Share $ 1.68 $ 1.31 $ 1.22 28 % 38 %
Weighted-Average Shares Outstanding
Basic 43,238,724 43,235,398 43,107,975
Diluted 43,351,208 43,309,393 43,258,925
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Consolidated Statement of Income

(Unaudited)

(In thousands, except share data)

Nine Months Ended
September 30, September 30,
2023 2022 Change
Interest Income
Loans $ 684,743 $ 287,291 138 %
Mortgage loans in process of securitization 7,358 5,856 26 %
Investment securities:
Available for sale - taxable 14,012 2,103 566 %
Held to maturity 50,492 970 5105 %
Federal Home Loan Bank stock 1,470 932 58 %
Other 7,964 2,242 255 %
Total interest income 766,039 299,394 156 %
Interest Expense
Deposits 405,149 68,583 491 %
Borrowed funds 37,144 7,670 384 %
Total interest expense 442,293 76,253 480 %
Net Interest Income 323,746 223,141 45 %
Provision for credit losses 33,484 10,888 208 %
Net Interest Income After Provision for Credit Losses 290,262 212,253 37 %
Noninterest Income
Gain on sale of loans 28,841 52,883 -45 %
Loan servicing fees, net 28,360 27,507 3 %
Mortgage warehouse fees 5,751 4,313 33 %
Syndication and asset management fees 7,476 5,286 41 %
Other income 9,786 12,965 -25 %
Total noninterest income 80,214 102,954 -22 %
Noninterest Expense
Salaries and employee benefits 74,922 66,795 12 %
Loan expenses 2,749 3,621 -24 %
Occupancy and equipment 6,884 5,792 19 %
Professional fees 8,547 5,326 60 %
Deposit insurance expense 9,552 2,184 337 %
Technology expense 4,757 3,865 23 %
Other expense 14,611 11,358 29 %
Total noninterest expense 122,022 98,941 23 %
Income Before Income Taxes 248,454 216,266 15 %
Provision for income taxes 46,693 53,701 -13 %
Net Income $ 201,761 $ 162,565 24 %
Dividends on preferred stock (26,003 ) (17,186 ) 51 %
Net Income Allocated to Common Shareholders $ 175,758 $ 145,379 21 %
Basic Earnings Per Share $ 4.07 $ 3.37 21 %
Diluted Earnings Per Share $ 4.06 $ 3.36 21 %
Weighted-Average Shares Outstanding
Basic 43,218,125 43,182,380
Diluted 43,317,343 43,331,148
Page 10
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Key Operating Results

(Unaudited)

($ in thousands, except share data)

Three Months Ended Change
September 30, June 30, September 30, 3Q23 3Q23
2023 2023 2022 vs. 2Q23 vs. 3Q22
Noninterest expense $ 42,930 $ 44,320 $ 34,951 -3 % 23 %
Net interest income (before provision for credit losses) 117,436 105,617 85,385 11 % 38 %
Noninterest income 36,068 29,882 29,186 21 % 24 %
Total income $ 153,504 $ 135,499 $ 114,571 13 % 34 %
Efficiency ratio 27.97 % 32.71 % 30.51 % (474 )bps (254 )bps
Average assets $ 16,031,015 $ 14,673,257 $ 11,437,805 9 % 40 %
Net income 81,504 65,302 58,488 25 % 39 %
Return on average assets before annualizing 0.51 % 0.45 % 0.51 %
Annualization factor 4.00 4.00 4.00
Return on average assets 2.03 % 1.78 % 2.05 % 25 bps (2 )bps
Return on average tangible common shareholders' equity (1) 26.69 % 22.03 % 23.92 % 466 bps 277 bps
Tangible book value per common share (1) $ 25.82 $ 24.14 $ 20.78 7 % 24 %
Tangible common shareholders' equity/tangible assets (1) 6.78 % 6.58 % 7.49 % 20 bps (71 )bps
Consolidated ratios
Total capital/risk-weighted assets^(2)^ 11.4 % 11.3 % 12.5 %
Tier I capital/risk-weighted assets^(2)^ 10.9 % 10.8 % 12.1 %
Common Equity Tier I capital/risk-weighted assets^(2)^ 7.5 % 7.3 % 7.8 %
Tier I capital/average assets^(2)^ 10.1 % 10.6 % 12.3 %

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

(2) As defined by regulatory agencies; September 30, 2023 shown as estimates and prior periods shown as reported.

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 Change
September 30, June 30, September 30, 3Q23 3Q23
2023 2023 2022 vs. 2Q23 vs. 3Q22
Net income $ 81,504 $ 65,302 $ 58,488 25 % 39 %
Less: preferred stock dividends (8,668 ) (8,668 ) (5,729 ) 51 %
Net income available to common shareholders $ 72,836 $ 56,634 $ 52,759 29 % 38 %
Average shareholders' equity $ 1,607,779 $ 1,544,976 $ 1,267,160 4 % 27 %
Less: average goodwill & intangibles (16,742 ) (16,858 ) (17,228 ) -1 % -3 %
Less: average preferred stock (499,608 ) (499,608 ) (367,726 ) 36 %
Average tangible common shareholders' equity $ 1,091,429 $ 1,028,510 $ 882,206 6 % 24 %
Annualization factor 4.00 4.00 4.00
Return on average tangible common shareholders' equity 26.69 % 22.03 % 23.92 % 466 bps 277 bps
Total equity $ 1,632,715 $ 1,560,300 $ 1,412,590 5 % 16 %
Less: goodwill and intangibles (16,676 ) (16,794 ) (17,152 ) -1 % -3 %
Less: preferred stock (499,608 ) (499,608 ) (499,520 )
Tangible common shareholders' equity $ 1,116,431 $ 1,043,898 $ 895,918 7 % 25 %
Assets $ 16,495,236 $ 15,874,872 $ 11,978,722 4 % 38 %
Less: goodwill and intangibles (16,676 ) (16,794 ) (17,152 ) -1 % -3 %
Tangible assets $ 16,478,560 $ 15,858,078 $ 11,961,570 4 % 38 %
Ending common shares 43,240,212 43,237,300 43,109,578
Tangible book value per common share $ 25.82 $ 24.14 $ 20.78 7 % 24 %
Tangible common shareholders' equity/tangible assets 6.78 % 6.58 % 7.49 % 20 bps (71 )bps
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Key Operating Results

(Unaudited)

($ in thousands, except share data)

Nine Months Ended
September 30, September 30,
2023 2022 Change
Noninterest expense $ 122,022 $ 98,941 23 %
Net interest income (before provision for credit losses) 323,746 223,141 45 %
Noninterest income 80,214 102,954 -22 %
Total income $ 403,960 $ 326,095 24 %
Efficiency ratio 30.21 % 30.34 % (13 )bps
Average assets $ 14,541,523 $ 10,568,712 38 %
Net income 201,761 162,565 24 %
Return on average assets before annualizing 1.39 % 1.54 %
Annualization factor 1.33 1.33
Return on average assets 1.85 % 2.05 % (20 )bps
Return on average tangible common shareholders' equity (1) 22.61 % 23.08 % (47 )bps
Tangible book value per common share (1) $ 25.82 $ 20.78 24 %
Tangible common shareholders' equity/tangible assets (1) 6.78 % 7.49 % (71 )bps

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

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.

Nine Months Ended
September 30, September 30,
2023 2022 Change
Net income $ 201,761 $ 162,565 24 %
Less: preferred stock dividends (26,003 ) (17,186 ) 51 %
Net income available to common shareholders $ 175,758 $ 145,379 21 %
Average shareholders' equity $ 1,550,196 $ 1,219,305 27 %
Less: average goodwill & intangibles (16,859 ) (17,360 ) -3 %
Less: average preferred stock (499,608 ) (364,028 ) 37 %
Average tangible common shareholders' equity $ 1,033,729 $ 837,917 23 %
Annualization factor 1.33 1.33
Return on average tangible common shareholders' equity 22.61 % 23.08 % (47 )bps
Total equity $ 1,632,715 $ 1,412,590 16 %
Less: goodwill and intangibles (16,676 ) (17,152 ) -3 %
Less: preferred stock (499,608 ) (499,520 )
Tangible common shareholders' equity $ 1,116,431 $ 895,918 25 %
Assets $ 16,495,236 $ 11,978,722 38 %
Less: goodwill and intangibles (16,676 ) (17,152 ) -3 %
Tangible assets $ 16,478,560 $ 11,961,570 38 %
Ending common shares 43,240,212 43,109,578
Tangible book value per common share $ 25.82 $ 20.78 24 %
Tangible common shareholders' equity/tangible assets 6.78 % 7.49 % (71 )bps
Page 12
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Merchants Bancorp

Average Balance Analysis

($ in thousands)

(Unaudited)

Three Months Ended Three Months Ended Three Months Ended
Septmeber 30, 2023 June 30, 2023 September 30, 2022
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets:
Interest-bearing deposits, and other $ 259,630 $ 3,923 5.99 % $ 249,722 $ 3,335 5.36 % $ 211,653 $ 1,394 2.61 %
Securities available for sale - taxable 656,561 6,182 3.74 % 672,887 5,564 3.32 % 331,796 485 0.58 %
Securities held to maturity 1,040,070 17,427 6.65 % 1,093,018 17,311 6.35 % 98,363 970 3.91 %
Mortgage loans in process of securitization 208,767 2,583 4.91 % 280,092 3,127 4.48 % 235,230 2,162 3.65 %
Loans and loans held for sale 13,399,854 266,561 7.89 % 11,968,565 228,732 7.67 % 10,245,294 129,101 5.00 %
Total interest-earning assets 15,564,882 296,676 7.56 % 14,264,284 258,069 7.26 % 11,122,336 134,112 4.78 %
Allowance for credit losses on loans (63,449 ) (54,411 ) (39,325 )
Noninterest-earning assets 529,582 463,384 354,794
Total assets $ 16,031,015 $ 14,673,257 $ 11,437,805
Liabilities & Shareholders' Equity:
Interest-bearing checking 4,882,727 58,642 4.76 % 4,307,736 48,296 4.50 % 4,207,217 21,980 2.07 %
Savings deposits 241,861 340 0.56 % 236,012 299 0.51 % 239,262 162 0.27 %
Money market 2,798,325 33,235 4.71 % 2,749,594 30,521 4.45 % 2,523,315 13,094 2.06 %
Certificates of deposit 5,255,573 70,689 5.34 % 4,729,242 58,685 4.98 % 2,030,152 9,766 1.91 %
Total interest-bearing deposits 13,178,486 162,906 4.90 % 12,022,584 137,801 4.60 % 8,999,946 45,002 1.98 %
Borrowings 711,948 16,334 9.10 % 591,333 14,651 9.94 % 588,582 3,725 2.51 %
Total interest-bearing liabilities 13,890,434 179,240 5.12 % 12,613,917 152,452 4.85 % 9,588,528 48,727 2.02 %
Noninterest-bearing deposits 333,155 346,837 474,925
Noninterest-bearing liabilities 199,647 167,527 107,192
Total liabilities 14,423,236 13,128,281 10,170,645
Shareholders' equity 1,607,779 1,544,976 1,267,160
Total liabilities and shareholders' equity $ 16,031,015 $ 14,673,257 $ 11,437,805
Net interest income $ 117,436 $ 105,617 $ 85,385
Net interest spread 2.44 % 2.41 % 2.77 %
Net interest-earning assets $ 1,674,448 $ 1,650,367 $ 1,533,808
Net interest margin 2.99 % 2.97 % 3.05 %
Average interest-earning assets to average interest-bearing liabilities 112.05 % 113.08 % 116.00 %
Page 13
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Supplemental Results

(Unaudited)

($ in thousands)

Net Income Net Income
Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30,
Segment 2023 2023 2022 2023 2022
Multi-family Mortgage Banking $ 14,685 $ 11,242 $ 13,366 $ 27,893 $ 44,414
Mortgage Warehousing 19,926 18,596 11,801 47,163 36,828
Banking 52,445 42,650 39,344 144,402 94,040
Other (5,552 ) (7,186 ) (6,023 ) (17,697 ) (12,717 )
Total $ 81,504 $ 65,302 $ 58,488 $ 201,761 $ 162,565
Total Assets
--- --- --- --- --- --- ---
September 30, June 30, December 31,
Segment 2023 2023 2022
Multi-family Mortgage Banking $ 392,754 $ 373,680 $ 351,274
Mortgage Warehousing 4,757,817 4,474,832 2,519,810
Banking 11,135,651 10,784,596 9,587,544
Other 209,014 241,764 156,599
Total $ 16,495,236 $ 15,874,872 $ 12,615,227
Gain on Sale of Loans Gain on Sale of Loans
--- --- --- --- --- --- --- --- --- --- ---
Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30,
Loan Type 2023 2023 2022 2023 2022
Multi-family 8,616 $ 10,361 $ 12,002 $ 23,897 $ 46,578
Single-family 951 202 138 1,430 1,001
Small Business Association (SBA) 1,191 787 1,214 3,514 5,304
Total $ 10,758 $ 11,350 $ 13,354 $ 28,841 $ 52,883
Loans Receivable and Loans Held for Sale
--- --- --- --- --- --- ---
September 30, June 30, December 31,
2023 2023 2022
Mortgage warehouse lines of credit $ 1,022,692 $ 1,201,932 $ 464,785
Residential real estate 1,358,908 1,342,586 1,178,401
Multi-family financing 3,709,320 3,746,333 3,135,535
Healthcare financing 2,218,559 2,128,378 1,604,341
Commercial and commercial real estate (1)(2) 1,560,031 1,394,256 978,661
Agricultural production and real estate 96,490 91,599 95,651
Consumer and margin loans 11,545 11,920 13,498
9,977,545 9,917,004 7,470,872
Less: Allowance for credit losses on loans 66,864 62,986 44,014
Loans receivable $ 9,910,681 $ 9,854,018 $ 7,426,858
Loans held for sale 3,477,036 3,058,013 2,910,576
Total loans, net of allowance $ 13,387,717 $ 12,912,031 $ 10,337,434

(1)     Includes $1.0 billion, $894.7 million and $497.0 million of revolving  lines of credit collateralized primarily by mortgage servicing rights as of September 30, 2023, June 30, 2023 and December 31, 2022, respectively.

(2)     Includes only $8.1 million, $8.3 million and $12.8 million of non-owner occupied commerical real estate as of September 30, 2023, June 30, 2023 and December 31, 2022, respectively.

Page 14