8-K

Merchants Bancorp (MBIN)

8-K 2020-07-28 For: 2020-07-28
View Original
Added on April 06, 2026

UnitedStates

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): July 28, 2020

Merchants Bancorp

(Exact Name of Registrant as Specifiedin its Charter)

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

410 Monon Boulevard

Carmel, Indiana46032

(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<br> Symbol(s) Name 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

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 x

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 July 28, 2020, Merchants Bancorp issued a press release reporting its financial results for the second quarter of 2020. 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 July 28, 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: July 28, 2020 By: /s/ John F. Macke
Name: John F. Macke
Title: Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

Merchants Bancorp Reports Record SecondQuarter 2020 Results

For Release July 28, 2020

· Net income of $41.2 million increased $24.7 million, or 150%, compared to the second quarter of 2019 and increased $16.6 million,<br>or 67%, compared to the first quarter of 2020
· Net income per common share of $1.31 increased 157% compared to the second quarter of 2019 and increased 79% compared to the<br>first quarter of 2020
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· Total assets of $9.4 billion increased $3.1 billion, or 48%, compared to December 31, 2019, and increased $1.5 billion,<br>or 19%, compared to March 31, 2020, driven by strong<br>loan growth
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· Total loans receivable and loans held for sale, increased $2.9 billion, or 57%, compared to December 31, 2019, and increased<br>$1.7 billion, or 27%, compared to March 31, 2020
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· Credit quality remained exceptionally high, with only 1.0% of total loans receivable and loans held for sale in payment deferral<br>arrangements due to COVID-19
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· Return on average assets was 1.89% in the second quarter of 2020 compared to 1.41% in the second quarter of 2019 and 1.49%<br>in the first quarter of 2020
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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 second quarter 2020 net income of $41.2 million, or $1.31 per common share. This compared to $16.4 million, or $0.51 per common share in the second quarter of 2019, and $24.6 million, or $0.73 per common share, in the first quarter of 2020.

The $24.7 million, or 150%, increase in net income for the second quarter 2020 compared to the second quarter of 2019 was driven by an 83% increase in net interest income that reflected significant growth in mortgage warehouse loans, and an 88% increase in gain on sale of loans, primarily from higher growth in single-family mortgages.

The $16.6 million, or 67%, increase in net income for the second quarter 2020 compared to the first quarter of 2020 was primarily driven by a $12.9 million, or 34%, increase in net interest income that also reflected significant growth in mortgage warehouse loans and a 2 basis point increase in the net interest margin.

“During the second quarter, the unique, low-risk nature of our business model was a catalyst to delivering the highest asset levels and quarterly net income ever reported in the history of our company, despite being in the middle of an unprecedented global pandemic and an environment of historically low interest rates,” said Michael F. Petrie, Chairman and CEO of Merchants.

Michael J. Dunlap, President and Chief Operating Officer of Merchants, added, “Our team has worked tirelessly to support our customers with their financing needs during the quarter, resulting in a 57% increase in total loans and loans held for sale since the end of December 2019 and a return on average assets of 1.89%. All our businesses delivered growth in loan volume that contributed significantly to our bottom line. Our Small Business Administration team also financed $88 million in loans during the second quarter through the Paycheck Protection Program ("PPP").”

Total Assets

Total assets of $9.4 billion at June 30, 2020 increased $3.1 billion, or 48%, compared to December 31, 2019, and increased $1.5 billion, or 19%, compared to $7.9 billion at March 31, 2020.

The increase compared to December 31, 2019 was primarily due to growth in loans held for sale and net loans receivable, which increased a combined total of $2.9 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 1.89% for the second quarter of 2020 compared to 1.41% for the second quarter of 2019 and 1.49% for the first quarter of 2020.

Asset Quality

The allowance for loan losses of $20.5 million at June 30, 2020 increased $4.7 million compared to December 31, 2019 and increased $1.6 million compared to March 31, 2020. The increases were primarily based on growth in the loan portfolio, but also reflected uncertainties surrounding the COVID-19 pandemic. Approximately 79% of the $4.7 million increase compared to December 31, 2019, was related primarily to loan growth, while additional provision associated with the COVID-19 pandemic represented approximately $595,000, or 13%, of the increase. An additional $48,000 of COVID-19 related provision was added during the second quarter of 2020. Because it is still too early to know the full extent of potential future losses associated with the impact of COVID-19, the Company continues to monitor the situation and may need to adjust future expectations as developments occur throughout the remainder of 2020.

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Merchants believes it has minimal direct exposure to consumer, commercial and other small businesses that may be negatively impacted by COVID-19 but continues to assist customers facing financial setbacks. As of June 30, 2020, the Company granted customer requests to defer payments on 52 loans with unpaid balances of $80.6 million, representing only 1.0% of total loans and loans held for sale.

Non-performing loans were $6.7 million, or 0.16% of total loans at June 30, 2020, compared to $4.7 million, or 0.15% of total loans at December 31, 2019, and compared to $6.6 million, or 0.19% of total loans at March 31, 2020. The increase in non-performing loans compared to December 31, 2019 was primarily related to one collateralized agricultural loan that is delinquent greater than 90 days late, with repayment still anticipated.

Total Deposits

Total deposits of $6.9 billion at June 30, 2020 increased $1.4 billion, or 26%, compared to December 31, 2019, and increased $185.9 million, or 3%, compared to March 31, 2020. The increases compared to both periods were primarily due to growth in traditional and brokered demand accounts, while the Company significantly reduced its balances of brokered certificates of deposits.

Total brokered deposits of $2.4 billion at June 30, 2020 increased $197.9 million from December 31, 2019 and decreased $473.3 million from March 31, 2020. Brokered deposits represented 34% of total deposits at June 30, 2020 compared to 39% of total deposits at December 31, 2019 and 42% of total deposits at March 31, 2020.

Liquidity

The Company increased its available borrowing capacity, with unused lines of credit at $1.9 billion, compared to $1.2 billion at March 31, 2020. This liquidity enhances the ability to effectively manage interest expense and assets levels in the future. The Company also began utilizing the Federal Reserve’s discount window during the second quarter of 2020, which has contributed to lower interest expenses and increased borrowing capacity.

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Net Interest Income

Net interest income of $51.2 million in the second quarter of 2020 increased $23.3 million, or 83%, compared to the second quarter of 2019 and increased $12.9 million, or 34%, compared to the first quarter of 2020.

The 83% increase in net interest income compared to the second quarter of 2019 reflected significantly higher loan growth and a slightly lower net interest margin. The interest rate spread of 2.31% for the second quarter of 2020 increased 9 basis points compared to 2.22% in the second quarter of 2019. The net interest margin of 2.42% for the second quarter of 2020 decreased 7 basis points compared to 2.49% for the second quarter of 2019. The decline in net interest margin compared to the second quarter of 2019 reflected lower overall market interest rates.

The 34% increase in net interest income compared to the first quarter of 2020 reflected an interest rate spread of 2.31% that increased 12 basis points compared to 2.19% in the first quarter of 2020. The net interest margin of 2.42% for the second quarter of 2020 also increased 2 basis points compared to 2.40% for the first quarter of 2020.

Interest Income

Interest income of $68.2 million in the second quarter of 2020 increased $19.4 million, or 40%, compared to the second quarter of 2019 and increased $7.8 million, or 13%, compared to the first quarter of 2020.

The 40% increase in interest income compared to the second quarter of 2019 was primarily due to significant loan growth that was partially offset by lower rates. The higher interest income reflected a $3.4 billion, or 94%, increase in the average balance of loans, including loans held for sale, which reached $6.9 billion for the second quarter of 2020. The average yield on loans and loans held for sale of 3.71% for the second quarter of 2020 decreased 104 basis points compared to 4.75% for the second quarter of 2019. The decline in average yields reflected lower overall interest rates in the second quarter of 2020.

The 13% increase in interest income compared to the first quarter of 2020 reflected a $1.9 billion, or 38%, increase in the average balance of loans, including loans held for sale, which reached $6.9 billion for the second quarter of 2020. The average yield on loans and loans held for sale of 3.71% for the second quarter of 2020 also decreased 59 basis points compared to 4.30% for the first quarter of 2020.

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Interest Expense

Total interest expense of $17.0 million for the second quarter of 2020 decreased $3.9 million, or 19%, compared to the second quarter of 2019 and decreased $5.1 million, or 23%, compared to the first quarter of 2020. Interest expense on deposits of $15.4 million for the second quarter of 2020 decreased $3.9 million, or 20%, compared to the second quarter of 2019 and decreased $5.2 million, or 25%, compared to the first quarter of 2020.

The 20% decrease in interest expense on deposits compared to the second quarter of 2019 was primarily due to custodial interest-bearing checking accounts that are tied to short-term LIBOR rates, which declined significantly. Also contributing significantly to the decline were lower rates on brokered certificates of deposits. The average balance of interest-bearing deposits of $7.0 billion for the second quarter of 2020 increased $3.2 billion, or 84%, compared to the second quarter of 2019. The average cost of interest-bearing deposits was 0.88% for the second quarter of 2020, which was a 116 basis point decrease compared to 2.04% for the second quarter of 2019.

The 25% decrease in interest expense on deposits compared to the first quarter of 2020 was also primarily due to custodial interest-bearing checking accounts that are tied to short-term LIBOR rates, which declined significantly. The average cost of interest-bearing deposits was 0.88% for the second quarter of 2020, which was a 67 basis point decrease compared to 1.55% in the first quarter of 2020. The average balance of interest-bearing deposits of $7.0 billion for the second quarter of 2020 also increased $1.7 billion, or 31%, compared to the first quarter of 2020.

Noninterest Income

Noninterest income of $26.2 million for the second quarter of 2020 increased $16.3 million, or 165%, compared to the second quarter of 2019 and increased $6.3 million, or 32%, compared to the first quarter of 2020.

The 165% increase in noninterest income compared to the second quarter of 2019 was primarily due to an $8.0 million increase in gain on sale of loans and a $4.3 million increase in mortgage warehouse fees. Also included in noninterest income for the second quarter of 2020 was a $500,000 negative fair market value adjustment to mortgage servicing rights, which compared to a $2.9 million negative fair market value adjustment for the second quarter of 2019.

The 32% increase in noninterest income compared to the first quarter of 2020 was primarily due to a $7.4 million increase in loan servicing fees and $2.7 million increase in mortgage warehouse fees, that were partially offset by a $4.1 million decrease in gain on sale of loans. Included in loan servicing fees for the second quarter of 2020 was a $500,000 negative fair market value adjustment to mortgage servicing rights, which compared to a $6.5 million negative fair market value adjustment for the first quarter of 2020.

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At June 30, 2020, the mortgage servicing rights asset was valued at $72.9 million, a decrease of 2% compared to both June 30, 2019 and December 31, 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 $20.3 million for the second quarter of 2020 increased $4.4 million, or 27%, compared to the second quarter of 2019 and decreased $2.0 million, or 9%, compared to the first quarter of 2020.

The 27% increase in noninterest expense compared to the second quarter of 2019 was due primarily to a $1.9 million, or 19%, increase in salaries and employee benefits to support business growth and a $1.6 million, or 749%, increase in deposit insurance related to the growth in deposits and assets. The efficiency ratio of 26.2% for the second quarter of 2020 compared to 42.1% for the second quarter of 2019.

The 9% decrease in noninterest expense compared to the first quarter of 2020 was primarily due to a $2.4 million, or 17%, decrease in salaries and employee benefits that reflected lower commissions on lower gain on sale of loans. The efficiency ratio of 26.2% for the second quarter of 2020 compared to 38.3% for the first quarter of 2020.

Segments

For the second quarter of 2020, net income for Mortgage Warehousing increased 338% compared to the second quarter of 2019, and increased 123% compared to the first quarter of 2020, reflecting significant growth in net interest income from higher loan volume.

For the second quarter of 2020, net income for Multi-familyMortgage Banking increased 45% compared with the second quarter of 2019, primarily due to a lower negative fair market value adjustment to mortgage servicing rights. Net income decreased 32% compared to the first quarter of 2020, primarily due to lower gains on sale of loans that were partially offset by a lower negative fair market adjustment to mortgage servicing rights. The second quarter of 2020 included a smaller negative fair market value adjustment than the negative fair value adjustment of $2.9 million for the second quarter of 2019 and the negative fair market value adjustment of $6.5 million for the first quarter of 2020.

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For the second quarter of 2020, net income for Banking increased 40% compared to the second quarter of 2019, and increased 49% compared to the first quarter of 2020, reflecting higher gain on sale of loans in the single-family mortgage business for both periods.

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 $9.4 billion in assets and $6.9 billion in deposits as of June 30, 2020, conducts its business primarily 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 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, such as the potential impacts of the COVID-19 pandemic. 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 the COVID-19 pandemic, such as the severity, magnitude, duration and businesses’ and governments’ responses thereto, on the Company’s operations and personnel, and on activity and demand across its businesses, and other 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 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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Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)

March 31, December 31, September 30, June 30,
2020 2019 2019 2019
Assets
Cash and due from banks 13,830 $ 8,168 $ 13,909 $ 15,614 $ 15,176
Interest-earning demand accounts 389,357 559,914 492,800 349,362 445,713
Cash and cash equivalents 403,187 568,082 506,709 364,976 460,889
Securities purchased under agreements to resell 6,651 6,685 6,723 6,760 6,798
Mortgage loans in process of securitization 518,788 465,157 269,891 227,914 101,514
Available for sale securities 259,656 339,053 290,243 308,673 261,485
Federal Home Loan Bank (FHLB) stock 53,224 46,156 20,369 18,808 18,820
Loans held for sale (includes 42,000, 18,938, 19,592, 23,357, and 9,592, respectively, at fair value) 3,877,769 2,796,008 2,093,789 2,498,538 1,918,118
Loans receivable, net of allowance for loan losses of 20,497, 18,883, 15,842, 13,705, and 12,604, respectively 4,133,315 3,501,770 3,012,468 2,742,088 2,347,906
Premises and equipment, net 29,362 29,415 29,274 29,211 26,580
Mortgage servicing rights 72,889 69,978 74,387 71,989 74,550
Interest receivable 18,574 18,139 18,359 18,780 17,415
Goodwill 15,845 15,845 15,845 15,574 15,574
Intangible assets, net 3,038 3,419 3,799 4,182 4,567
Other assets and receivables 47,102 48,691 30,072 29,693 33,174
Total assets 9,439,400 $ 7,908,398 $ 6,371,928 $ 6,337,186 $ 5,287,390
Liabilities and Shareholders' Equity
Liabilities
Deposits
Noninterest-bearing 601,265 $ 327,805 $ 272,037 $ 198,843 $ 192,521
Interest-bearing 6,307,363 6,394,900 5,206,038 5,300,806 4,463,469
Total deposits 6,908,628 6,722,705 5,478,075 5,499,649 4,655,990
Borrowings 1,761,113 444,567 181,439 159,673 62,225
Other liabilities 61,461 68,157 58,686 48,425 54,162
Total liabilities 8,731,202 7,235,429 5,718,200 5,707,747 4,772,377
Commitments and  Contingencies
Shareholders' Equity
Common stock, without par value
Authorized - 50,000,000 shares
Issued and outstanding - 28,745,614 shares, 28,742,484 shares, 28,706,438 shares, 28,706,438 shares, and 28,706,438 shares, respectively 135,949 135,746 135,640 135,507 135,374
Preferred stock, without par value - 5,000,000 total shares authorized
8% Preferred stock - 1,000 per share liquidation preference
Authorized - 50,000 shares
Issued and outstanding - 41,625 shares 41,581 41,581 41,581 41,581 41,581
7% Series A Preferred stock - 25 per share liquidation preference
Authorized - 3,500,000 shares
Issued and outstanding - 2,081,800 shares, 2,081,800 shares, 2,081,800 shares, 2,081,800 shares, and 2,955,800 shares, respectively 50,221 50,221 50,221 50,245 72,095
6% Series B Preferred stock - 1,000 per share liquidation preference
Authorized - 125,000 shares
Issued and outstanding - 125,000 shares, 125,000 shares, 125,000 shares, and 125,000 shares (all equivalent to 5,000,000 depositary shares) 120,844 120,844 120,844 120,863
Retained earnings 358,895 323,651 304,984 280,551 265,323
Accumulated other comprehensive income 708 926 458 692 640
Total shareholders' equity 708,198 672,969 653,728 629,439 515,013
Total liabilities and shareholders' equity 9,439,400 $ 7,908,398 $ 6,371,928 $ 6,337,186 $ 5,287,390

All values are in US Dollars.

Consolidated Statement of Income

(Unaudited)

(In thousands, except share data)

Three Months Ended Six Months Ended
June 30, March 31, June 30, June 30, June 30,
2020 2020 2019 2020 2019
Interest Income
Loans $ 63,979 $ 53,564 $ 42,365 $ 117,543 $ 76,820
Mortgage loans in process of securitization 2,534 2,796 1,967 5,330 3,012
Investment securities:
Available for sale - taxable 972 1,322 1,477 2,294 3,028
Available for sale - tax exempt 38 37 53 75 149
Federal Home Loan Bank stock 447 239 257 686 480
Other 234 2,459 2,642 2,693 4,946
Total interest income 68,204 60,417 48,761 128,621 88,435
Interest Expense
Deposits 15,398 20,630 19,344 36,028 33,571
Borrowed funds 1,572 1,434 1,495 3,006 2,811
Total interest expense 16,970 22,064 20,839 39,034 36,382
Net Interest Income 51,234 38,353 27,922 89,587 52,053
Provision for loan losses 1,745 2,998 105 4,743 754
Net Interest Income After Provision for Loan Losses 49,489 35,355 27,817 84,844 51,299
Noninterest Income
Gain on sale of loans 17,084 21,166 9,104 38,250 11,747
Loan servicing fees, net 1,597 (5,824 ) (1,561 ) (4,227 ) (1,908 )
Mortgage warehouse fees 5,475 2,746 1,138 8,221 1,891
Gains/(losses) on sale of investments available for sale ^(1)^ (3 ) 124
Other income 2,032 1,814 1,192 3,846 1,680
Total noninterest income 26,188 19,902 9,870 46,090 13,534
Noninterest Expense
Salaries and employee benefits 11,828 14,240 9,965 26,068 18,532
Loan expenses 2,039 1,164 1,345 3,203 2,279
Occupancy and equipment 1,383 1,492 946 2,875 1,822
Professional fees 726 569 453 1,295 992
Deposit insurance expense 1,851 1,786 218 3,637 495
Technology expense 716 610 629 1,326 1,101
Other expense 1,739 2,432 2,364 4,171 3,734
Total noninterest expense 20,282 22,293 15,920 42,575 28,955
Income Before Income Taxes 55,395 32,964 21,767 88,359 35,878
Provision for income taxes ^(2)^ 14,233 8,381 5,328 22,614 8,869
Net Income $ 41,162 $ 24,583 $ 16,439 $ 65,745 $ 27,009
Dividends on preferred stock (3,619 ) (3,618 ) (1,743 ) (7,237 ) (2,576 )
Net Income Allocated to Common Shareholders 37,543 20,965 14,696 58,508 24,433
Basic Earnings Per Share $ 1.31 $ 0.73 $ 0.51 $ 2.04 $ 0.85
Diluted Earnings Per Share $ 1.31 $ 0.73 $ 0.51 $ 2.03 $ 0.85
Weighted-Average Shares Outstanding
Basic 28,743,894 28,734,632 28,705,313 28,739,263 28,703,790
Diluted 28,762,349 28,759,412 28,746,297 28,760,880 28,741,877
^(1)^ Includes<br>$0, $0, $(3), $0, and $124, respectively, related to accumulated other comprehensive earnings reclassifications.
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^(2)^ Includes<br>$0, $0, $1, $0, and $(31), respectively, related to income tax (expense)/benefit for reclassification items.
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Key Operating Results

(Unaudited)

($ in thousands)

Three Months Ended Six Months Ended
June 30, March 31, June 30, June 30, June 30,
2020 2020 2019 2020 2019
Noninterest expense 20,282 22,293 15,920 42,575 28,955
Net interest income (before provision for losses) 51,234 38,353 27,922 89,587 52,053
Noninterest income 26,188 19,902 9,870 46,090 13,534
Total income 77,422 58,255 37,792 135,677 65,587
Efficiency ratio 26.20 % 38.27 % 42.13 % 31.38 % 44.15 %
Average assets 8,689,212 6,604,394 4,661,138 7,646,803 4,182,203
Net income 41,162 24,583 16,439 65,745 27,009
Return on average assets before annualizing 0.47 % 0.37 % 0.35 % 0.86 % 0.65 %
Annualization factor 4.00 4.00 4.00 2.00 2.00
Return on average assets 1.89 % 1.49 % 1.41 % 1.72 % 1.29 %
Return on average tangible common shareholders' equity (1) 32.62 % 19.19 % 15.38 % 26.08 % 13.08 %
Tangible book value per common share (1) $ 16.58 $ 15.35 $ 13.28 $ 16.58 $ 13.28
Tangible common shareholders' equity/tangible assets (1) 5.06 % 5.59 % 7.24 % 5.06 % 7.24 %

(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 Six Months Ended
June 30, March 31, June 30, June 30, June 30,
2020 2020 2019 2020 2019
Net income 41,162 24,583 16,439 65,745 27,009
Less: preferred stock dividends (3,619 ) (3,618 ) (1,743 ) (7,237 ) (2,576 )
Net income available to common shareholders 37,543 20,965 14,696 58,508 24,433
Average shareholders' equity 692,132 669,169 495,789 680,651 462,694
Less: average goodwill & intangibles (19,083 ) (19,483 ) (20,396 ) (19,283 ) (20,688 )
Less: average preferred stock (212,646 ) (212,646 ) (93,108 ) (212,646 ) (68,287 )
Tangible common shareholders' equity 460,403 437,040 382,285 448,722 373,719
Annualization factor 4.00 4.00 4.00 2.00 2.00
Return on average tangible common shareholders' equity 32.62 % 19.19 % 15.38 % 26.08 % 13.08 %
Total equity 708,198 672,969 515,013 708,198 515,013
Less: goodwill and intangibles (18,883 ) (19,264 ) (20,141 ) (18,883 ) (20,141 )
Less: preferred stock (212,646 ) (212,646 ) (113,676 ) (212,646 ) (113,676 )
Tangible common shareholders' equity 476,669 441,059 381,196 476,669 381,196
Assets 9,439,400 7,908,398 5,287,390 9,439,400 5,287,390
Less: goodwill and intangibles (18,883 ) (19,264 ) (20,141 ) (18,883 ) (20,141 )
Tangible assets 9,420,517 7,889,134 5,267,249 9,420,517 5,267,249
Ending common shares 28,745,614 28,742,484 28,706,438 28,745,614 28,706,438
Tangible book value per common share $ 16.58 $ 15.35 $ 13.28 $ 16.58 $ 13.28
Tangible common shareholders' equity/tangible assets 5.06 % 5.59 % 7.24 % 5.06 % 7.24 %

Merchants Bancorp

Average Balance Analysis

($ in thousands)

(Unaudited)

Three Months<br> Ended Three Months<br> Ended Three Months<br> Ended
June<br> 30, 2020 March<br> 31, 2020 June<br> 30, 2019
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets:
Interest-bearing<br> deposits, and other $ 971,350 $ 681 0.28 % $ 777,820 $ 2,698 1.40 % $ 440,502 $ 2,899 2.64 %
Securities available for<br> sale - taxable 276,928 972 1.41 % 293,964 1,322 1.81 % 266,950 1,477 2.22 %
Securities available for<br> sale - tax exempt 5,294 38 2.89 % 5,305 37 2.81 % 9,052 53 2.35 %
Mortgage loans in process<br> of securitization 328,089 2,534 3.11 % 349,746 2,796 3.22 % 194,411 1,967 4.06 %
Loans and loans held for<br> sale 6,936,368 63,979 3.71 % 5,012,324 53,564 4.30 % 3,580,620 42,365 4.75 %
Total<br> interest-earning assets 8,518,029 68,204 3.22 % 6,439,159 60,417 3.77 % 4,491,535 48,761 4.35 %
Allowance for loan losses (19,474 ) (15,841 ) (13,466 )
Noninterest-earning assets 190,657 181,076 183,069
Total assets $ 8,689,212 $ 6,604,394 $ 4,661,138
Liabilities &<br> Shareholders' Equity:
Interest-bearing checking 2,656,105 2,327 0.35 % 2,064,967 6,891 1.34 % 1,527,971 7,567 1.99 %
Savings deposits 176,546 27 0.06 % 163,154 58 0.14 % 144,315 81 0.23 %
Money market 1,402,562 3,966 1.14 % 1,143,249 4,575 1.61 % 959,296 4,725 1.98 %
Certificates of deposit 2,763,853 9,078 1.32 % 1,964,622 9,106 1.86 % 1,174,106 6,971 2.38 %
Total interest-bearing<br> deposits 6,999,066 15,398 0.88 % 5,335,992 20,630 1.55 % 3,805,688 19,344 2.04 %
Borrowings 518,207 1,572 1.22 % 289,263 1,434 1.99 % 117,647 1,495 5.10 %
Total interest-bearing<br> liabilities 7,517,273 16,970 0.91 % 5,625,255 22,064 1.58 % 3,923,335 20,839 2.13 %
Noninterest-bearing deposits 372,195 235,020 194,530
Noninterest-bearing liabilities 107,612 74,950 47,484
Total<br> liabilities 7,997,080 5,935,225 4,165,349
Shareholders'<br> equity 692,132 669,169 495,789
Total liabilities and<br> shareholders' equity $ 8,689,212 $ 6,604,394 $ 4,661,138
Net interest income $ 51,234 $ 38,353 $ 27,922
Net interest spread 2.31 % 2.19 % 2.22 %
Net interest-earning<br> assets $ 1,000,756 $ 813,904 $ 568,200
Net interest margin 2.42 % 2.40 % 2.49 %
Average interest-earning<br> assets to average interest-bearing liabilities 113.31 % 114.47 % 114.48 %

Segment Results

(Unaudited)

($ in thousands)

Net Income Net Income
Three Months Ended Six Months Ended Total Assets
June 30, March 31, June 30, June 30, June 30, March 31, December 31,
2020 2020 2019 2020 2019 2020 2020 2019
Segment
Multi-family Mortgage Banking $ 3,651 $ 5,399 $ 2,517 $ 9,050 $ 1,805 $ 182,072 $ 180,772 $ 188,866
Mortgage Warehousing 27,712 12,437 6,320 40,149 10,152 5,575,169 4,362,423 3,124,684
Banking 11,812 7,950 8,408 19,762 17,177 3,639,638 3,323,750 3,018,568
Other (2,013 ) (1,203 ) (806 ) (3,216 ) (2,125 ) 42,521 41,453 39,810
Total $ 41,162 $ 24,583 $ 16,439 $ 65,745 $ 27,009 $ 9,439,400 $ 7,908,398 $ 6,371,928