8-K

Merchants Bancorp (MBIN)

8-K 2022-10-27 For: 2022-10-27
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 27, 2022


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 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 October 27, 2022, Merchants Bancorp issued a press release reporting its financial results for the third quarter of 2022. 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 27, 2022 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 27, 2022 By: /s/ John F. Macke
Name: John F. Macke
Title: Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

Merchants Bancorp Reports Third Quarter 2022 Results

For Release October 27, 2022

· Third quarter 2022 net income of $58.5 million was equal to the third quarter of 2021 and increased 8% compared to the second quarter<br>of 2022
· Third quarter 2022 diluted earnings per common share of $1.22 was equal to the third quarter of 2021 and increased 10% compared to<br>the second quarter of 2022
--- ---
· Total assets of $12.0 billion increased 8% compared to June 30, 2022, and increased 6% compared to December 31, 2021
--- ---
· Return on average assets was 2.05% in the third quarter of 2022 compared to 2.29% in the third quarter of 2021 and 2.20% in the second<br>quarter of 2022
--- ---
· Net interest margin was 3.05% in the third quarter of 2022 compared to 2.73% in the third quarter of 2021 and 3.03% in the second<br>quarter of 2022
--- ---
· Tangible book value per common share of $20.78 increased 23% compared to $16.91 in the third quarter of 2021 and increased 5% compared<br>to $19.70 in the second quarter of 2022
--- ---
· Completed 8.25% Series D preferred stock offering in September 2022, raising approximately $137.4 million of new capital,<br>net of $5.1 million in offering costs
--- ---
· Sold $1.2 billion of multi-family bridge loans into a private securitization via a real estate mortgage investment conduit (REMIC).<br>As part of the transaction, purchased a $1.0 billion senior investment security that is expected to be held to maturity.
--- ---

CARMEL, Indiana – (PR Newswire) - Merchants Bancorp (the “Company” or “Merchants”) (Nasdaq: MBIN), parent company of Merchants Bank of Indiana, today reported third quarter 2022 net income of $58.5 million, or diluted earnings per common share of $1.22. This compared to $58.5 million, or diluted earnings per common share of $1.22 in the third quarter of 2021, and compared to $53.9 million, or diluted earnings per common share of $1.11 in the second quarter of 2022.

“We thrived during the third quarter, as our business model allowed us to quickly adapt to the changing interest rate landscape and we prepared ourselves with the additional capital and resources to continue our trajectory of profitable growth. With a tangible book value of $20.78 per share, an industry-leading return on average assets of 2.05% and efficiency ratio of 30.5% in the quarter, our momentum remains strong, and we are optimistic about the remainder of 2022 and beyond,” said Michael F. Petrie, Chairman and CEO of Merchants.

Michael J. Dunlap, President and Chief Operating Officer of Merchants, added, “As our company has continued to expand, we have made it a priority to ensure our team has the necessary tools and freedom to execute effectively for our customers. Their efforts have been the backbone of our company and their creativity and dedication will continue to be a leading factor in our ongoing success.”

Net income of $58.5 million for the third quarter 2022 was equal to the third quarter of 2021, but reflected a $16.5 million, or 24%, increase in net interest income that was offset by an $11.1 million, or 28%, decrease in noninterest income and a $5.5 million, or 19%, increase in noninterest expenses.

Net income for the third quarter 2022 increased by $4.6 million, or 8%, compared to the second quarter of 2022, primarily driven by a $13.4 million, or 19%, increase in net interest income that was partially offset by a $10.0 million, or 25%, decrease in noninterest income and a $2.0 million, or 6%, increase in noninterest expense.

Total Assets

Total assets of $12.0 billion at September 30, 2022 increased 8%, compared to June 30, 2022, and increased 6%, compared to December 31, 2021. Increases compared to both periods were primarily due to significant growth in the multi-family loan portfolio, some of which were sold during the quarter. On September 22, 2022, $1.2 billion in loans were sold as part of a securitization transaction that was partially offset by the purchase of a $1.0 billion held to maturity senior investment security that was established as part of the securitization transaction.

Return on average assets was 2.05% for the third quarter of 2022 compared to 2.29% for the third quarter of 2021 and 2.20% for the second quarter of 2022.

Asset Quality

The allowance for credit losses on loans of $39.0 million at September 30, 2022 increased $1.5 million compared to June 30, 2022 and increased $7.7 million compared to December 31, 2021. The increase compared to June 30, 2022 was primarily due to growth in the multi-family, commercial, residential, and healthcare loan portfolios, partially offset by the decrease in the multi-family portfolio associated with the $1.2 billion loan sale and securitization. As of September 30, 2022, the Company had one loan remaining in a COVID-19 payment deferral arrangement, with an unpaid balance of $36.8 million.

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Non-performing loans were $26.6 million, or 0.38%, of loans receivable at September 30, 2022, compared to 0.07% at June 30, 2022 and 0.01% at December 31, 2021. The increase compared to both periods was primarily due to the delinquency of one healthcare customer that is fully collateralized and full payment is expected.

Total Deposits

Total deposits of $10.3 billion at September 30, 2022 increased $2.0 billion, or 24%, compared to June 30, 2022, and increased $1.3 billion, or 15%, compared to December 31, 2021. The increase compared to both periods was primarily due to an increase in certificates of deposit and demand accounts.

Total brokered deposits of $2.2 billion at September 30, 2022 increased $994.0 million, or 81%, from June 30, 2022 and increased $58.9 million, or 3%, from December 31, 2021. Brokered deposits represented 22% of total deposits at September 30, 2022 compared to 15% of total deposits at June 30, 2022 and 24% of total deposits at December 31, 2021. As of September 30, 2022, brokered certificates of deposit had a weighted average remaining duration of 84 days, with none exceeding 180 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 duration characteristics of its deposit and loan portfolios.

Liquidity

Cash balances of $324.0 million at September 30, 2022 increased by $65.8 million compared to June 30, 2022 and decreased by $708.7 million compared to December 31, 2021. The Company continues to have significant borrowing capacity, with unused lines of credit totaling $2.8 billion at September 30, 2022 compared to $1.7 billion at June 30, 2022 and $2.4 billion at December 31, 2021. 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 a significant portion of its loans, which provides flexibility in managing its liquidity.

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Comparison of Operating Results for the ThreeMonths Ended September 30, 2022 and 2021

NetInterest Income of $85.4 million increased $16.5 million, or 24% compared to $68.9 million, reflecting higher yields and average balances on loans and loans held for sale that were partially offset by higher interest rates and average balances of deposits and borrowings.

· Interest rate spread of 2.77% increased 10 basis points compared to 2.67%.
· Net interest margin of 3.05% increased 32 basis points compared to 2.73%.
--- ---

InterestIncome of $134.1 million increased 73% compared to $77.3 million, reflecting an increase in both yields and average balances of loans and loans held for sale.

· Average balances of $10.2 billion for loans and loans held for sale increased 18% compared to $8.7 billion.
· Average yield on loans and loans held for sale of 5.00% increased 167 basis points compared to 3.33%.
--- ---

InterestExpense of $48.7 million increased $40.3 million, or 478%, compared to $8.4 million. Interest expense on deposits of $45.0 million increased $38.0 million, or 545%, compared $7.0 million, primarily reflecting higher rates on interest bearing checking, money market, and certificates of deposit accounts.

· Average balances of $9.0 billion for interest-bearing deposits increased 15% compared to $7.8 billion.
· Average interest rates of 1.98% for interest-bearing deposits increased 163 basis points compared to 0.35%.
--- ---

NoninterestIncome of $29.2 million decreased $11.1 million, or 28%, compared to $40.3 million, primarily due to a $15.7 million decrease in gain on sale of loans, partially offset by a $2.9 million increase in loan servicing rights, which included adjustments for higher values of servicing rights.

· The decrease in gain on sale of loans was associated with a business mix shift in multi-family lending, from volumes sold in the secondary<br>market towards those maintained on the balance sheet.
· Loan servicing fees included a $4.6 million positive fair market value adjustment to mortgage servicing rights, of which $0.9 million<br>was in the Banking segment and $3.7 million was in the Multi-family Mortgage Banking segment. This compared to a $3.0 million positive<br>fair market value adjustment to mortgage servicing rights, of which $2.3 million was in the Banking segment and $0.7 million was in the<br>Multi-family Mortgage Banking segment.
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· Syndication and asset management fees of $3.1 million increased 378% and are becoming a meaningful source of noninterest income growth.

NoninterestExpense of $35.0 million increased $5.5 million, or 19%, compared to $29.5 million, primarily due to increases in salaries and employee benefits to support business growth.

· The efficiency ratio of 30.51% increased 351 basis points compared to 27.00%.

Comparison of Operating Results for the Three Months Ended September 30,2022 and June 30, 2022

NetInterest Income of $85.4 million increased $13.4 million, or 19% compared to $72.0 million, reflecting higher yields and average balances on loans and loans held for sale that were partially offset by higher interest rates on deposits and borrowings.

· Interest rate spread of 2.77% decreased 13 basis points compared to 2.90%.
· Net interest margin of 3.05% increased 2 basis points compared to 3.03%.
--- ---

InterestIncome of $134.1 million increased $44.8 million, or 50%, compared to $89.3 million, reflecting an increase in yields and average balances of loans and loans held for sale.

· Average balances of $10.2 billion for loans and loans held for sale increased $1.6 billion, or 19%, compared to $8.6 billion.
· Average yield on loans and loans held for sale of 5.00% increased 101 basis points compared to 3.99%.
--- ---

InterestExpense of $48.7 million increased $31.5 million, or 183%, compared to $17.2 million. Interest expense on deposits of $45.0 million increased $30.2 million, or 205%, compared to $14.8 million, reflecting higher interest rates on interest bearing checking, money market, and certificates of deposit accounts.

· Average balances of $9.0 billion for interest-bearing deposits increased $1.6 billion, or 22%, compared to $7.4 billion.
· Average interest rates of 1.98% for interest-bearing deposits increased 117 basis points compared to 0.81%.
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NoninterestIncome of $29.2 million decreased $10.0 million, or 25%, compared $39.2 million, primarily due to a $8.2 million, or 38%, decrease in gain on sale of loans.

· The decrease in gain on sale of loans was associated with lower volume in the multi-family loan portfolios.
· Loan servicing fees included a $4.6 million positive fair market value adjustment to servicing rights, of which $0.9 million was in<br>the Banking segment and $3.7 million was in the Multi-family Mortgage Banking segment. This compared to a $7.7 million positive fair market<br>value adjustment to servicing rights, of which $1.1 million was in the Banking segment and $6.6 million was in the Multi-family Mortgage<br>Banking segment.
--- ---
· Syndication and asset management fees of $3.1 million nearly doubled and are becoming a meaningful source of noninterest income growth.
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NoninterestExpense of $35.0 million increased $2.0 million, or 6%, compared to $33.0 million, primarily due to increases in professional fees as well as salaries and employee benefits to support business growth.

· The efficiency ratio of 30.51% increased 87 basis points compared to 29.64%.

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 lines of business, including 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 $12.0 billion in assets and $10.3 billion in deposits as of September 30, 2022, 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, 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 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.

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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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ConsolidatedBalance Sheets

(Unaudited)

(In thousands, except share data)

June 30 March 31 December 31, September 30,
2022 2022 2021 2021
Assets
Cash<br> and due from banks 13,796 $ 10,714 $ 9,853 $ 14,030 $ 14,352
Interest-earning<br> demand accounts 310,165 247,432 401,668 1,018,584 788,224
Cash and<br> cash equivalents 323,961 258,146 411,521 1,032,614 802,576
Securities<br> purchased under agreements to resell 3,497 3,520 4,798 5,888 5,923
Mortgage<br> loans in process of securitization 137,448 323,046 324,280 569,239 634,027
Available<br> for sale securities 322,069 336,814 314,266 310,629 301,119
Held to<br> maturity securities 1,005,487
Federal<br> Home Loan Bank (FHLB) stock 39,130 39,130 28,804 29,588 70,767
Loans<br> held for sale (includes 68,785, 41,991, 14,567, 48,583 and 26,296, respectively, at fair value) 2,844,750 2,759,116 2,289,094 3,303,199 3,453,279
Loans<br> receivable, net of allowance for credit losses on loans of 38,996,  37,474, 32,102, 31,344 and 29,134, respectively 6,919,128 7,033,203 5,976,960 5,751,319 5,431,227
Premises<br> and equipment, net 35,492 35,085 34,559 31,212 31,423
Servicing<br> rights 144,984 130,710 121,036 110,348 105,473
Interest<br> receivable 40,170 26,184 23,499 24,103 21,894
Goodwill 15,845 15,845 15,845 15,845 15,845
Intangible<br> assets, net 1,307 1,441 1,574 1,707 1,843
Other<br> assets and receivables 145,454 123,815 104,356 92,947 76,637
Total<br> assets 11,978,722 $ 11,086,055 $ 9,650,592 $ 11,278,638 $ 10,952,033
Liabilities<br> and Shareholders' Equity
Liabilities
Deposits
Noninterest-bearing 315,868 $ 444,461 $ 461,193 $ 641,442 $ 824,118
Interest-bearing 10,003,611 7,855,277 7,014,628 8,341,171 8,123,201
Total<br> deposits 10,319,479 8,299,738 7,475,821 8,982,613 8,947,319
Borrowings 97,279 1,440,904 879,929 1,033,954 809,136
Deferred<br> and current tax liabilities, net 19,124 19,414 30,695 19,170 21,681
Other<br> liabilities 130,250 97,460 75,644 87,492 64,019
Total<br> liabilities 10,566,132 9,857,516 8,462,089 10,123,229 9,842,155
Commitments<br> and  Contingencies
Shareholders'<br> Equity
Common stock, without par<br> value
Authorized - 75,000,000 shares,<br> 75,000,000 shares, 50,000,000 shares, 50,000,000 shares and 50,000,000 shares
Issued and outstanding  -<br> 43,109,578 shares, 43,106,505 shares, 43,267,776 shares, 43,180,079 shares and 43,178,061 shares 137,226 136,671 137,882 137,565 137,200
Preferred<br> stock, without par value - 5,000,000 total shares authorized
7% Series A<br> Preferred stock - 25 per share liquidation preference
Authorized - 3,500,000 shares
Issued<br> and outstanding - 2,081,800 shares 50,221 50,221 50,221 50,221 50,221
6% Series B<br> Preferred stock - 1,000 per share liquidation preference
Authorized - 125,000 shares
Issued<br> 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<br> Preferred stock - 1,000 per share liquidation preference
Authorized - 200,000 shares
Issued<br> 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<br> Preferred stock - 1,000 per share liquidation preference
Authorized - 300,000 shares
Issued<br> and outstanding - 142,500 shares (equivalent to 5,700,000 depositary shares) 137,371
Retained<br> earnings 787,530 737,789 694,776 657,149 610,267
Accumulated<br> other comprehensive income (loss) (11,686 ) (8,070 ) (6,304 ) (1,454 ) 262
Total<br> shareholders' equity 1,412,590 1,228,539 1,188,503 1,155,409 1,109,878
Total<br> liabilities and shareholders' equity 11,978,722 $ 11,086,055 $ 9,650,592 $ 11,278,638 $ 10,952,033

All values are in US Dollars.

ConsolidatedStatement of Income

(Unaudited)

(In thousands, except share data)

Three Months Ended Change
September 30, June 30, September 30, 3Q22 3Q22
2022 2022 2021 vs. 2Q22 vs. 3Q21
Interest Income
Loans $ 129,101 $ 85,994 $ 72,924 50 % 77 %
Mortgage loans in process of securitization 2,162 1,449 2,868 49 % -25 %
Investment securities:
Available for sale - taxable 485 917 1,115 -47 % -57 %
Available for sale - tax exempt 12 -100 %
Held to maturity 970 100 % 100 %
Federal Home Loan Bank stock 379 284 190 33 % 99 %
Other 1,015 626 205 62 % 395 %
Total interest income 134,112 89,270 77,314 50 % 73 %
Interest Expense
Deposits 45,002 14,768 6,981 205 % 545 %
Borrowed funds 3,725 2,471 1,452 51 % 157 %
Total interest expense 48,727 17,239 8,433 183 % 478 %
Net Interest Income 85,385 72,031 68,881 19 % 24 %
Provision for credit losses 2,225 6,212 1,079 -64 % 106 %
Net Interest Income After Provision for Credit Losses 83,160 65,819 67,802 26 % 23 %
Noninterest Income
Gain on sale of loans 13,354 21,564 29,013 -38 % -54 %
Loan servicing fees, net 8,169 9,607 5,313 -15 % 54 %
Mortgage warehouse fees 1,105 1,350 2,732 -18 % -60 %
Syndication and asset management fees 3,073 1,599 643 92 % 378 %
Other income 3,485 5,051 2,570 -31 % 36 %
Total noninterest income 29,186 39,171 40,271 -25 % -28 %
Noninterest Expense
Salaries and employee benefits 23,027 22,475 20,197 2 % 14 %
Loan expenses 1,226 1,184 1,734 4 % -29 %
Occupancy and equipment 1,967 2,011 1,861 -2 % 6 %
Professional fees 2,429 1,594 901 52 % 170 %
Deposit insurance expense 755 670 664 13 % 14 %
Technology expense 1,325 1,304 1,169 2 % 13 %
Other expense 4,222 3,719 2,946 14 % 43 %
Total noninterest expense 34,951 32,957 29,472 6 % 19 %
Income Before Income Taxes 77,395 72,033 78,601 7 % -2 %
Provision for income taxes 18,907 18,098 20,098 4 % -6 %
Net Income $ 58,488 $ 53,935 $ 58,503 8 %
Dividends on preferred stock (5,729 ) (5,729 ) (5,729 )
Net Income Allocated to Common Shareholders $ 52,759 $ 48,206 $ 52,774 9 %
Basic Earnings Per Share $ 1.22 $ 1.12 $ 1.22 9 %
Diluted Earnings Per Share $ 1.22 $ 1.11 $ 1.22 10 %
Weighted-Average Shares Outstanding
Basic 43,107,975 43,209,824 43,176,296
Diluted 43,258,925 43,335,211 43,314,755

ConsolidatedStatement of Income

(Unaudited)

(In thousands, except share data)

Nine Months Ended
September 30, September 30,
2022 2021 Change
Interest Income
Loans $ 287,291 $ 216,717 33 %
Mortgage loans in process of securitization 5,856 8,728 -33 %
Investment securities:
Available for sale - taxable 2,103 2,302 -9 %
Available for sale - tax exempt 32 -100 %
Held to maturity 970 100 %
Federal Home Loan Bank stock 932 966 -4 %
Other 2,242 556 303 %
Total interest income 299,394 229,301 31 %
Interest Expense
Deposits 68,583 19,764 247 %
Borrowed funds 7,670 4,286 79 %
Total interest expense 76,253 24,050 217 %
Net Interest Income 223,141 205,251 9 %
Provision for credit losses 10,888 2,427 349 %
Net Interest Income After Provision for Credit Losses 212,253 202,824 5 %
Noninterest Income
Gain on sale of loans 52,883 82,755 -36 %
Loan servicing fees, net 27,507 14,991 83 %
Mortgage warehouse fees 4,313 9,927 -57 %
Syndication and asset management fees 5,286 1,178 349 %
Other income 12,965 8,211 58 %
Total noninterest income 102,954 117,062 -12 %
Noninterest Expense
Salaries and employee benefits 66,795 60,340 11 %
Loan expenses 3,621 6,178 -41 %
Occupancy and equipment 5,792 5,296 9 %
Professional fees 5,326 2,102 153 %
Deposit insurance expense 2,184 1,986 10 %
Technology expense 3,865 3,077 26 %
Other expense 11,358 8,760 30 %
Total noninterest expense 98,941 87,739 13 %
Income Before Income Taxes 216,266 232,147 -7 %
Provision for income taxes 53,701 60,244 -11 %
Net Income $ 162,565 $ 171,903 -5 %
Dividends on preferred stock (17,186 ) (15,145 ) 13 %
Net Income Allocated to Common Shareholders $ 145,379 $ 156,758 -7 %
Basic Earnings Per Share $ 3.37 $ 3.63 -7 %
Diluted Earnings Per Share $ 3.36 $ 3.62 -7 %
Weighted-Average Shares Outstanding
Basic 43,182,380 43,169,618
Diluted 43,331,148 43,300,688

KeyOperating Results

(Unaudited)

($ in thousands, except share data)

Three<br> Months Ended Change
September 30, June 30, September 30, 3Q22 3Q22
2022 2022 2021 vs.<br> 2Q22 vs.<br> 3Q21
Noninterest expense $ 34,951 $ 32,957 $ 29,472 6 % 19 %
Net interest income (before provision<br> for credit losses) 85,385 72,031 68,881 19 % 24 %
Noninterest<br> income 29,186 39,171 40,271 -25 % -28 %
Total income $ 114,571 $ 111,202 $ 109,152 3 % 5 %
Efficiency<br> ratio 30.51 % 29.64 % 27.00 % 87 bps 351 bps
Average assets $ 11,437,805 $ 9,820,878 $ 10,236,491 16 % 12 %
Net income $ 58,488 $ 53,935 $ 58,503 8 %
Return on average assets before<br> annualizing 0.51 % 0.55 % 0.57 %
Annualization<br> factor 4.00 4.00 4.00
Return<br> on average assets 2.05 % 2.20 % 2.29 % (15 )bps (24 )bps
Return<br> on average tangible common shareholders' equity (1) 23.92 % 23.05 % 29.83 % 87 bps (591 )bps
Tangible book value<br> per common share (1) $ 20.78 $ 19.70 $ 16.91 5 % 23 %
Tangible<br> common shareholders' equity/tangible assets (1) 7.49 % 7.67 % 6.68 % (18 )bps 81 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.

Three Months Ended Change
September 30, June 30, September 30, 3Q22 3Q22
2022 2022 2021 vs. 2Q22 vs. 3Q21
Net income $ 58,488 $ 53,935 $ 58,503 8 %
Less: preferred stock dividends (5,729 ) (5,729 ) (5,729 )
Net income available to common shareholders $ 52,759 $ 48,206 $ 52,774 9 %
Average shareholders' equity $ 1,267,160 $ 1,215,891 $ 1,087,675 4 % 17 %
Less: average goodwill & intangibles (17,228 ) (17,361 ) (17,770 ) -1 % -3 %
Less: average preferred stock (367,726 ) (362,149 ) (362,149 ) 2 % 2 %
Tangible common shareholders' equity $ 882,206 $ 836,381 $ 707,756 5 % 25 %
Annualization factor 4.00 4.00 4.00
Return on average tangible common shareholders' equity 23.92 % 23.05 % 29.83 % 87 bps (590 )bps
Total equity $ 1,412,590 $ 1,228,539 $ 1,109,878 15 % 27 %
Less: goodwill and intangibles (17,152 ) (17,286 ) (17,688 ) -1 % -3 %
Less: preferred stock (499,520 ) (362,149 ) (362,149 ) 38 % 38 %
Tangible common shareholders' equity $ 895,918 $ 849,104 $ 730,041 6 % 23 %
Assets $ 11,978,722 $ 11,086,055 $ 10,952,033 8 % 9 %
Less: goodwill and intangibles (17,152 ) (17,286 ) (17,688 ) -1 % -3 %
Tangible assets $ 11,961,570 $ 11,068,769 $ 10,934,345 8 % 9 %
Ending common shares 43,109,578 43,106,505 43,178,061
Tangible book value per common share $ 20.78 $ 19.70 $ 16.91 5 % 23 %
Tangible common shareholders' equity/tangible assets 7.49 % 7.67 % 6.68 % (18 )bps 81 bps

Key Operating Results

(Unaudited)

($ in thousands, except share data)

Nine Months Ended
September 30, September 30,
2022 2021 Change
Noninterest expense $ 98,941 $ 87,739 13 %
Net interest income (before provision for credit losses) 223,141 205,251 9 %
Noninterest income 102,954 117,062 -12 %
Total income $ 326,095 $ 322,313 1 %
Efficiency ratio 30.34 % 27.22 % 312 bps
Average assets $ 10,568,712 $ 9,934,157 6 %
Net income $ 162,565 $ 171,903 -5 %
Return on average assets before annualizing 1.54 % 1.73 %
Annualization factor 1.33 1.33
Return on average assets 2.05 % 2.30 % (25 )bps
Return on average tangible common shareholders' equity (1) 23.08 % 31.60 % (852 )bps
Tangible book value per common share (1) $ 20.78 $ 16.91 23 %
Tangible common shareholders' equity/tangible assets (1) 7.49 % 6.68 % 81 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,
2022 2021 Change
Net income $ 162,565 $ 171,903 -5 %
Less: preferred stock dividends (17,186 ) (15,145 ) 13 %
Net income available to common shareholders $ 145,379 $ 156,758 -7 %
Average shareholders' equity $ 1,219,305 $ 991,467 23 %
Less: average goodwill & intangibles (17,360 ) (17,913 ) -3 %
Less: average preferred stock (364,028 ) (313,689 ) 16 %
Tangible common shareholders' equity $ 837,917 $ 659,865 27 %
Annualization factor 1.33 1.33
Return on average tangible common shareholders' equity 23.08 % 31.60 % (852 )bps
Total equity $ 1,412,590 $ 1,109,878 27 %
Less: goodwill and intangibles (17,152 ) (17,688 ) -3 %
Less: preferred stock (499,520 ) (362,149 ) 38 %
Tangible common shareholders' equity $ 895,918 $ 730,041 23 %
Assets $ 11,978,722 $ 10,952,033 9 %
Less: goodwill and intangibles (17,152 ) (17,688 ) -3 %
Tangible assets $ 11,961,570 $ 10,934,345 9 %
Ending common shares 43,109,578 43,178,061
Tangible book value per common share $ 20.78 $ 16.91 23 %
Tangible common shareholders' equity/tangible assets 7.49 % 6.68 % 81 bps

MerchantsBancorp

AverageBalance Analysis

($in thousands)

(Unaudited)

Three Months Ended Three Months Ended Three Months Ended
September 30,<br> 2022 June 30,<br> 2022 September 30,<br> 2021
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets:
Interest-bearing deposits,<br> and other $ 211,653 $ 1,394 2.61 % $ 367,540 $ 910 0.99 % $ 580,397 $ 395 0.27 %
Securities available for sale<br> - taxable 331,796 485 0.58 % 330,759 917 1.11 % 308,476 1,115 1.43 %
Securities available for sale<br> - tax exempt 1,361 12 3.50 %
Held to maturity securities 98,363 970 3.91 %
Mortgage loans in process of securitization 235,230 2,162 3.65 % 198,349 1,449 2.93 % 437,601 2,868 2.60 %
Loans and<br> loans held for sale 10,245,294 129,101 5.00 % 8,643,276 85,994 3.99 % 8,689,144 72,924 3.33 %
Total interest-earning<br> assets 11,122,336 134,112 4.78 % 9,539,924 89,270 3.75 % 10,016,979 77,314 3.06 %
Allowance for credit losses on<br> loans (39,325 ) (33,401 ) (28,679 )
Noninterest-earning<br> assets 354,794 314,355 248,191
Total assets $ 11,437,805 $ 9,820,878 $ 10,236,491
Liabilities & Shareholders'<br> Equity:
Interest-bearing checking 4,207,217 21,980 2.07 % 3,849,876 6,945 0.72 % 4,754,633 1,561 0.13 %
Savings deposits 239,262 162 0.27 % 238,944 62 0.10 % 211,494 39 0.07 %
Money market 2,523,315 13,094 2.06 % 2,626,973 6,567 1.00 % 2,259,786 4,394 0.77 %
Certificates of deposit 2,030,152 9,766 1.91 % 639,556 1,194 0.75 % 591,093 987 0.66 %
Total interest-bearing<br> deposits 8,999,946 45,002 1.98 % 7,355,349 14,768 0.81 % 7,817,006 6,981 0.35 %
Borrowings 588,582 3,725 2.51 % 749,628 2,471 1.32 % 677,201 1,452 0.85 %
Total interest-bearing<br> liabilities 9,588,528 48,727 2.02 % 8,104,977 17,239 0.85 % 8,494,207 8,433 0.39 %
Noninterest-bearing deposits 474,925 402,328 586,981
Noninterest-bearing liabilities 107,192 97,682 67,628
Total liabilities 10,170,645 8,604,987 9,148,816
Shareholders'<br> equity 1,267,160 1,215,891 1,087,675
Total liabilities<br> and shareholders' equity $ 11,437,805 $ 9,820,878 $ 10,236,491
Net<br> interest income $ 85,385 $ 72,031 $ 68,881
Net<br> interest spread 2.77 % 2.90 % 2.67 %
Net<br> interest-earning assets $ 1,533,808 $ 1,434,947 $ 1,522,772
Net<br> interest margin 3.05 % 3.03 % 2.73 %
Average<br> interest-earning assets to average interest-bearing liabilities 116.00 % 117.70 % 117.93 %

SupplementalResults

(Unaudited)

($ in thousands)

Net<br> Income Net<br> Income
Three<br> Months Ended Nine<br> Months Ended
September 30, June 30, September 30, September 30,
2022 2022 2021 2022 2021
Segment
Multi-family Mortgage<br> Banking $ 13,366 $ 19,556 $ 14,448 $ 44,414 $ 37,380
Mortgage Warehousing 11,801 11,868 23,217 36,828 73,848
Banking 39,344 25,932 23,463 94,040 68,229
Other (6,023 ) (3,421 ) (2,625 ) (12,717 ) (7,554 )
Total $ 58,488 $ 53,935 $ 58,503 $ 162,565 $ 171,903
Total<br> Assets
--- --- --- --- --- --- ---
September 30, June 30, December 31,
2022 2022 2021
Segment
Multi-family Mortgage<br> Banking $ 343,443 $ 330,676 $ 296,129
Mortgage Warehousing 2,735,278 2,836,998 3,977,537
Banking 8,760,416 7,835,152 6,929,565
Other 139,585 83,229 75,407
Total $ 11,978,722 $ 11,086,055 $ 11,278,638
Gain<br> on Sale of Loans Gain<br> on Sale of Loans
--- --- --- --- --- --- --- --- --- --- ---
Three<br> Months Ended Nine<br> Months Ended
September 30, June 30, September 30, September 30,
2022 2022 2021 2022 2021
Loan<br> Type
Multi-family 12,002 $ 19,623 $ 24,309 $ 46,578 $ 68,553
Single-family 138 406 1,592 1,001 7,677
Small Business<br> Association (SBA) 1,214 1,535 3,112 5,304 6,525
Total $ 13,354 $ 21,564 $ 29,013 $ 52,883 $ 82,755
Loans<br> Receivable and Loans Held for Sale
--- --- --- --- --- --- ---
September 30, June 30, December 31,
2022 2022 2021
Mortgage warehouse<br> lines of credit $ 815,084 $ 900,585 $ 781,437
Residential real estate 1,030,075 876,652 843,101
Multi-family financing 2,766,950 3,236,917 2,702,042
Healthcare financing 1,429,675 1,262,424 826,157
Commercial and commercial real<br> estate 810,731 695,158 520,199
Agricultural production and<br> real estate 91,913 90,070 97,060
Consumer<br> and margin loans 13,696 8,871 12,667
6,958,124 7,070,677 5,782,663
Less:<br> Allowance for credit losses on loans 38,996 37,474 31,344
Loans<br> receivable $ 6,919,128 $ 7,033,203 $ 5,751,319
Loans held<br> for sale 2,844,750 2,759,116 3,303,199
Total<br> loans, net of allowance $ 9,763,878 $ 9,792,319 $ 9,054,518