8-K

Merchants Bancorp (MBIN)

8-K 2020-10-28 For: 2020-10-28
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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 28, 2020



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 Boulevard

Carmel**,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 of each class Trading <br><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 October 28, 2020, Merchants Bancorp issued a press release reporting its financial results for the third 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 October 28, 2020 issued by Merchants Bancorp
104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

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 28, 2020 By: /s/ John F. Macke
Name: John F. Macke
Title: Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

MerchantsBancorp Reports Third Quarter 2020 Results


For Release October 28, 2020

· Net income<br> of $55.0 million increased $34.7 million, or 171%, compared to the third quarter of 2019<br> and increased $13.8 million, or 34%, compared to the second quarter of 2020
· Net income<br> per common share of $1.79 increased 198%, compared to the third quarter of 2019, and<br> increased 37%, compared to the second quarter of 2020
--- ---
· Total assets<br> of $9.5 billion increased $3.2 billion, or 50%, compared to December 31, 2019, and increased<br> $91.1 million, or 1%, compared to June 30, 2020, driven by strong loan growth
--- ---
· Total loans<br> receivable and loans held for sale, increased $3.1 billion, or 60%, compared to December<br> 31, 2019, and increased $169.0 million, or 2%, compared to June 30, 2020
--- ---
· Credit quality<br> remained exceptionally high, with only 11 loans remaining in payment deferral arrangements<br> due to COVID-19, having unpaid balances of $1.6 million that represented less than 0.02%<br> of total loans and loans held for sale
--- ---
· Return on average<br> assets was 2.34% in the third quarter of 2020, compared to 1.35% in the third quarter<br> of 2019, and 1.89% in the second quarter of 2020
--- ---

CARMEL, Indiana – (PR Newswire) - Merchants Bancorp (the “Company” or “Merchants”) (Nasdaq: MBIN), parent company of Merchants Bank of Indiana, today reported third quarter 2020 net income of $55.0 million, or $1.79 per common share. This compared to $20.3 million, or $0.60 per common share, in the third quarter of 2019, and $41.2 million, or $1.31 per common share, in the second quarter of 2020.

The $34.7 million, or 171%, increase in net income for the third quarter 2020, compared to the third quarter of 2019 was driven by a $32.7 million, or 100%, increase in net interest income that reflected significant growth in mortgage warehouse loans, and a 255% increase in gain on sale of loans, primarily from higher growth in both single-family and multi-family mortgages.

The $13.8 million, or 34%, increase in net income for the third quarter 2020, compared to the second quarter of 2020 was primarily driven by a $14.1 million, or 27%, increase in net interest income that also reflected significant growth in mortgage warehouse loans and a 39 basis point increase in the net interest margin.

“Against a backdrop of economic uncertainty and lower interest rates, Merchants has delivered another record-setting level of net income during the third quarter. Our commitment to conservative credit underwriting, effective cost management, and our entrepreneurial approach to serving customers has contributed to earnings per share growth of 198% and asset growth of 50% compared to the prior year’s quarter. By also managing our capital well, we delivered a return on average assets of 2.34%, a return on average tangible shareholders’ equity of 41.0%, a tangible book value of $18.30 per share, and an efficiency ratio of 25.4%,” said Michael F. Petrie, Chairman and CEO of Merchants.

Michael J. Dunlap, President and Chief Operating Officer of Merchants, added, “The safety of our employees and customers remains our first priority. I am proud of our team and our ability to execute in a challenging environment.”

Total Assets

Total assets of $9.5 billion at September 30, 2020 increased $3.2 billion, or 50%, compared to December 31, 2019, and increased $91.1 million, or 1%, compared to June 30, 2020.

The 50% increase compared to December 31, 2019 was primarily due to growth in loans held for sale and loans receivable, which increased a combined total of $3.1 billion, or 60%. 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 2.34% for the third quarter of 2020 compared to 1.35% for the third quarter of 2019 and 1.89% for the second quarter of 2020.

Asset Quality

The allowance for loan losses of $23.4 million at September 30, 2020 increased $7.6 million compared to December 31, 2019 and increased $2.9 million compared to June 30, 2020. The increases were primarily based on growth in the loan portfolio, but also reflected uncertainties surrounding the COVID-19 pandemic. Approximately 85% of the $7.6 million increase compared to December 31, 2019, was related primarily to loan growth, while additional provision associated with the COVID-19 pandemic represented approximately $628,000, or 8%, of the increase. 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 September 30, 2020, the Company had only 11 loans remaining in payment deferral arrangements, with unpaid balances of $1.6 million that represented less than 0.02% of total loans and loans held for sale. This compared favorably to the unpaid balances of $80.6 million at June 30, 2020.

Non-performing loans were $7.9 million, or 0.16% of loans receivable at September 30, 2020, compared to $4.7 million, or 0.15% of loans receivable at December 31, 2019, and compared to $6.7 million, or 0.16% of loans receivable at June, 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 $7.1 billion at September 30, 2020 increased $1.6 billion, or 29%, compared to December 31, 2019, and increased $176.0 million, or 3%, compared to June 30, 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 $1.7 billion at September 30, 2020 decreased $429.1 million from December 31, 2019 and decreased $627.0 million from June 30, 2020. Brokered deposits represented 24% of total deposits at September 30, 2020 compared to 39% of total deposits at December 31, 2019 and 34% of total deposits at June 30, 2020.

Liquidity

The Company increased its available borrowing capacity, with unused lines of credit at $2.5 billion at September 30, 2020, compared to $1.9 billion at June 30, 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 and the Paycheck Protection Program Liquidity Facility (“PPPLF”) during the third 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 $65.3 million in the third quarter of 2020 increased $32.7 million, or 100%, compared to the third quarter of 2019 and increased $14.1 million, or 27%, compared to the second quarter of 2020.

The 100% increase in net interest income compared to the third quarter of 2019 reflected significantly higher loan growth and a higher net interest margin. The interest rate spread of 2.74% for the third quarter of 2020 increased 76 basis points compared to 1.98% in the third quarter of 2019. The net interest margin of 2.81% for the third quarter of 2020 increased 59 basis points compared to 2.22% for the third quarter of 2019. The increase in net interest margin compared to the third quarter of 2019 reflected lower funding costs that outpaced the lower interest rates on loans.

The 27% increase in net interest income compared to the second quarter of 2020 reflected an interest rate spread of 2.74% that increased 43 basis points compared to 2.31% in the second quarter of 2020. The net interest margin of 2.81% for the third quarter of 2020 also increased 39 basis points compared to 2.42% for the second quarter of 2020. The increase in net interest margin compared to the second quarter of 2020 reflected lower funding costs that outpaced the lower interest rates on loans.

Interest Income

Interest income of $76.3 million in the third quarter of 2020 increased $16.5 million, or 28%, compared to the third quarter of 2019 and increased $8.1 million, or 12%, compared to the second quarter of 2020.

The 28% increase in interest income compared to the third quarter of 2019 was primarily due to significant loan growth that was partially offset by lower rates. The higher interest income reflected a $3.2 billion, or 68%, increase in the average balance of loans, including loans held for sale, which reached $7.9 billion for the third quarter of 2020. The average yield on loans and loans held for sale of 3.61% for the third quarter of 2020 decreased 83 basis points compared to 4.44% for the third quarter of 2019. The decline in average yields reflected higher loan volume and lower overall interest rates in the third quarter of 2020.

The 12% increase in interest income compared to the second quarter of 2020 reflected a $987.4 million, or 14%, increase in the average balance of loans, including loans held for sale, which reached $7.9 billion for the third quarter of 2020. The average yield on loans and loans held for sale of 3.61% for the third quarter of 2020 also decreased 10 basis points compared to 3.71% for the second quarter of 2020.

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Interest Expense

Total interest expense of $10.9 million for the third quarter of 2020 decreased $16.2 million, or 60%, compared to the third quarter of 2019 and decreased $6.0 million, or 36%, compared to the second quarter of 2020. Interest expense on deposits of $9.1 million for the third quarter of 2020 decreased $16.9 million, or 65%, compared to the third quarter of 2019 and decreased $6.3 million, or 41%, compared to the second quarter of 2020.

The 65% decrease in interest expense on deposits compared to the third 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 $7.2 billion for the third quarter of 2020 increased $2.1 billion, or 42%, compared to the third quarter of 2019. The average cost of interest-bearing deposits was 0.50% for the third quarter of 2020, which was a 152 basis point decrease compared to 2.02% for the third quarter of 2019.

The 41% decrease in interest expense on deposits compared to the second 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 0.50% for the third quarter of 2020, which was a 38 basis point decrease compared to 0.88% in the second quarter of 2020. The average balance of interest-bearing deposits of $7.2 billion for the third quarter of 2020 also increased $241.5 million, or 3%, compared to the second quarter of 2020.

Noninterest Income

Noninterest income of $38.7 million for the third quarter of 2020 increased $27.8 million, or 256%, compared to the third quarter of 2019 and increased $12.5 million, or 48%, compared to the second quarter of 2020.

The 256% increase in noninterest income compared to the third quarter of 2019 was primarily due to a $21.2 million, or 255%, increase in gain on sale of loans and a $4.1 million increase in mortgage warehouse fees. Noninterest income for the second quarter of 2020 included a $971,000 negative fair market value adjustment to mortgage servicing rights, which compared to a $1.5 million negative fair market value adjustment for the third quarter of 2019.

The 48% increase in noninterest income compared to the second quarter of 2020 was primarily due to a $12.4 million, or 73%, increase in gain on sale of loans, that were partially offset by a $2.2 million decrease in loan servicing fees. Included in loan servicing fees for the second quarter of 2020 was a $971,000 negative fair market value adjustment to mortgage servicing rights, which compared to a $500,000 negative fair market value adjustment for the second quarter of 2020.

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At September 30, 2020, the mortgage servicing rights asset was valued at $75.8 million, an increase of 2% compared to December 31, 2019 and an increase of 5% compared to September 30, 2019. The value of mortgage servicing rights generally increases in rising interest rate environments and declines in falling interest rate environments.

Noninterest Expense

Noninterest expense of $26.4 million for the third quarter of 2020 increased $10.9 million, or 70%, compared to the third quarter of 2019 and increased $6.1 million, or 30%, compared to the second quarter of 2020.

The 70% increase in noninterest expense compared to the third quarter of 2019 was due primarily to a $7.4 million, or 81%, increase in salaries and employee benefits to support business growth and a $1.7 million, or 136%, increase in loan expenses. The efficiency ratio of 25.4% for the third quarter of 2020 compared to 35.7% for the third quarter of 2019.

The 30% increase in noninterest expense compared to the second quarter of 2020 was primarily due to a $4.7 million, or 40%, increase in salaries and employee benefits to support business growth and a $905,000, or 44%, increase in loan expenses. The efficiency ratio of 25.4% for the third quarter of 2020 compared to 26.2% for the second quarter of 2020.

Segments

For the third quarter of 2020, net income for Mortgage Warehousingincreased 209% compared to the third quarter of 2019, and increased 22% compared to the second quarter of 2020, reflecting significant growth in net interest income from higher loan volume.

For the third quarter of 2020, net income for Multi-familyMortgage Banking increased 115% compared with the third quarter of 2019, and increased 61% compared to the second quarter of 2020, primarily due to higher gain on sale of loans for both periods that was partially offset by higher salaries and benefit expenses to support growth.

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For the third quarter of 2020, net income for Banking increased 129% compared to the third quarter of 2019, and increased 48% compared to the second quarter of 2020, reflecting higher net interest income and 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 $9.5 billion in assets and $7.1 billion in deposits as of September 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.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 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)

June 30, March 31, December 31, September 30,
2020 2020 2019 2019
Assets
Cash and due from banks 9,276 $ 13,830 $ 8,168 $ 13,909 $ 15,614
Interest-earning demand accounts 419,926 389,357 559,914 492,800 349,362
Cash and cash equivalents 429,202 403,187 568,082 506,709 364,976
Securities purchased under agreements to resell 6,616 6,651 6,685 6,723 6,760
Mortgage loans in process of securitization 374,721 518,788 465,157 269,891 227,914
Available for sale securities 278,861 259,656 339,053 290,243 308,673
Federal Home Loan Bank (FHLB) stock 70,656 53,224 46,156 20,369 18,808
Loans held for sale (includes 41,418, 42,000, 18,938, 19,592 and 23,357, respectively, at fair value) 3,319,619 3,877,769 2,796,008 2,093,789 2,498,538
Loans receivable, net of allowance for loan losses of 23,436, 20,497, 18,883, 15,842 and 13,705, respectively 4,857,554 4,133,315 3,501,770 3,012,468 2,742,088
Premises and equipment, net 29,261 29,362 29,415 29,274 29,211
Mortgage servicing rights 75,772 72,889 69,978 74,387 71,989
Interest receivable 19,130 18,574 18,139 18,359 18,780
Goodwill 15,845 15,845 15,845 15,845 15,574
Intangible assets, net 2,657 3,038 3,419 3,799 4,182
Other assets and receivables 50,581 47,102 48,691 30,072 29,693
Total assets 9,530,475 $ 9,439,400 $ 7,908,398 $ 6,371,928 $ 6,337,186
Liabilities and Shareholders' Equity Liabilities
Deposits
Noninterest-bearing 666,081 $ 601,265 $ 327,805 $ 272,037 $ 198,843
Interest-bearing 6,418,566 6,307,363 6,394,900 5,206,038 5,300,806
Total deposits 7,084,647 6,908,628 6,722,705 5,478,075 5,499,649
Borrowings 1,618,201 1,761,113 444,567 181,439 159,673
Other liabilities 70,492 61,461 68,157 58,686 48,425
Total liabilities 8,773,340 8,731,202 7,235,429 5,718,200 5,707,747
Commitments and  Contingencies
Shareholders' Equity
Common stock, without par value
Authorized - 50,000,000 shares
Issued and outstanding - 28,745,614 shares, 28,745,614 shares, 28,742,484 shares, 28,706,438 shares, and 28,706,438 shares, respectively 136,103 135,949 135,746 135,640 135,507
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 2,081,800 shares, respectively 50,221 50,221 50,221 50,221 50,245
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, 125,000 shares and 125,000 shares (all equivalent to 5,000,000 depositary shares) 120,844 120,844 120,844 120,844 120,863
Retained earnings 407,979 358,895 323,651 304,984 280,551
Accumulated other comprehensive income 407 708 926 458 692
Total shareholders' equity 757,135 708,198 672,969 653,728 629,439
Total liabilities and shareholders' equity 9,530,475 $ 9,439,400 $ 7,908,398 $ 6,371,928 $ 6,337,186

All values are in US Dollars.

Consolidated Statement of Income

(Unaudited)

(In thousands, except share data)

Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30, September 30,
2020 2020 2019 2020 2019
Interest Income
Loans $ 71,857 $ 63,979 $ 52,779 $ 189,400 $ 129,599
Mortgage loans in process of securitization 3,250 2,534 1,422 8,580 4,434
Investment securities:
Available for sale - taxable 431 972 1,604 2,725 4,632
Available for sale - tax exempt 37 38 68 112 217
Federal Home Loan Bank stock 531 447 262 1,217 742
Other 152 234 3,626 2,845 8,572
Total interest income 76,258 68,204 59,761 204,879 148,196
Interest Expense
Deposits 9,104 15,398 26,039 45,132 59,610
Borrowed funds 1,832 1,572 1,098 4,838 3,909
Total interest expense 10,936 16,970 27,137 49,970 63,519
Net Interest Income 65,322 51,234 32,624 154,909 84,677
Provision for loan losses 2,981 1,745 1,193 7,724 1,947
Net Interest Income After Provision for Loan Losses 62,341 49,489 31,431 147,185 82,730
Noninterest Income
Gain on sale of loans 29,498 17,084 8,312 67,748 20,059
Loan servicing fees, net (643 ) 1,597 (1,410 ) (4,870 ) (3,318 )
Mortgage warehouse fees 6,833 5,475 2,699 15,054 4,590
Gains on sale of investments available for sale ^(1)^ 441 441 124
Other income 2,528 2,032 1,251 6,374 2,931
Total noninterest income 38,657 26,188 10,852 84,747 24,386
Noninterest Expense
Salaries and employee benefits 16,567 11,828 9,139 42,635 27,671
Loan expenses 2,944 2,039 1,248 6,147 3,527
Occupancy and equipment 1,420 1,383 994 4,295 2,816
Professional fees 712 726 508 2,007 1,500
Deposit insurance expense 1,404 1,851 859 5,041 1,354
Technology expense 903 716 674 2,229 1,775
Other expense 2,434 1,739 2,100 6,605 5,834
Total noninterest expense 26,384 20,282 15,522 68,959 44,477
Income Before Income Taxes 74,614 55,395 26,761 162,973 62,639
Provision for income taxes ^(2)^ 19,612 14,233 6,502 42,226 15,371
Net Income $ 55,002 $ 41,162 $ 20,259 $ 120,747 $ 47,268
Dividends on preferred stock (3,618 ) (3,619 ) (3,022 ) (10,855 ) (5,598 )
Net Income Allocated to Common Shareholders 51,384 37,543 17,237 109,892 41,670
Basic Earnings Per Share $ 1.79 $ 1.31 $ 0.60 $ 3.82 $ 1.45
Diluted Earnings Per Share $ 1.79 $ 1.31 $ 0.60 $ 3.82 $ 1.45
Weighted-Average Shares Outstanding
Basic 28,745,614 28,743,894 28,706,438 28,741,395 28,704,682
Diluted 28,778,462 28,762,349 28,744,953 28,766,756 28,742,911

^(1)^ Includes $441, $0, $0, $441, and $124, respectively, related to accumulated other comprehensive earnings reclassifications.

^(2)^ Includes $(97), $0, $0, $(97), and $(31), respectively, related to income tax (expense)/benefit for reclassification items.

Key Operating Results

(Unaudited)

($ in thousands, except share data)

Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30, September 30,
2020 2020 2019 2020 2019
Noninterest expense $ 26,384 $ 20,282 $ 15,522 $ 68,959 $ 44,477
Net interest income (before provision for losses) 65,322 51,234 32,624 154,909 84,677
Noninterest income 38,657 26,188 10,852 84,747 24,386
Total income $ 103,979 $ 77,422 $ 43,476 $ 239,656 $ 109,063
Efficiency ratio 25.37 % 26.20 % 35.70 % 28.77 % 40.78 %
Average assets $ 9,409,450 $ 8,689,212 $ 6,009,840 $ 8,238,641 $ 4,798,110
Net income $ 55,002 $ 41,162 $ 20,259 $ 120,747 $ 47,268
Return on average assets before annualizing 0.58 % 0.47 % 0.34 % 1.47 % 0.99 %
Annualization factor 4.00 4.00 4.00 1.33 1.33
Return on average assets 2.34 % 1.89 % 1.35 % 1.95 % 1.31 %
Return on average tangible common shareholders' equity (1) 41.01 % 32.62 % 18.17 % 31.34 % 14.75 %
Tangible book value per common share (1) $ 18.30 $ 16.58 $ 13.83 $ 18.30 $ 13.83
Tangible common shareholders' equity/tangible assets (1) 5.53 % 5.06 % 6.28 % 5.53 % 6.28 %

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

(1) Reconciliation of Non-GAAP Financial Measures

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

Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30, September 30,
2020 2020 2019 2020 2019
Net income $ 55,002 $ 41,162 $ 20,259 $ 120,747 $ 47,268
Less: preferred stock dividends (3,618 ) (3,619 ) (3,022 ) (10,855 ) (5,598 )
Net income available to common shareholders $ 51,384 $ 37,543 $ 17,237 $ 109,892 $ 41,670
Average shareholders' equity $ 732,533 $ 692,132 $ 567,732 $ 698,071 $ 498,091
Less: average goodwill & intangibles (18,707 ) (19,083 ) (20,005 ) (19,089 ) (20,458 )
Less: average preferred stock (212,646 ) (212,646 ) (168,266 ) (212,646 ) (101,979 )
Tangible common shareholders' equity $ 501,180 $ 460,403 $ 379,461 $ 466,336 $ 375,654
Annualization factor 4.00 4.00 4.00 1.33 1.33
Return on average tangible common shareholders' equity 41.01 % 32.62 % 18.17 % 31.34 % 14.75 %
Total equity $ 757,135 $ 708,198 $ 629,439 $ 757,135 $ 629,439
Less: goodwill and intangibles (18,502 ) (18,883 ) (19,756 ) (18,502 ) (19,756 )
Less: preferred stock (212,646 ) (212,646 ) (212,689 ) (212,646 ) (212,689 )
Tangible common shareholders' equity $ 525,987 $ 476,669 $ 396,994 $ 525,987 $ 396,994
Assets $ 9,530,475 $ 9,439,400 $ 6,337,186 $ 9,530,475 $ 6,337,186
Less: goodwill and intangibles (18,502 ) (18,883 ) (19,756 ) (18,502 ) (19,756 )
Tangible assets $ 9,511,973 $ 9,420,517 $ 6,317,430 $ 9,511,973 $ 6,317,430
Ending common shares 28,745,614 28,745,614 28,706,438 28,745,614 28,706,438
Tangible book value per common share $ 18.30 $ 16.58 $ 13.83 $ 18.30 $ 13.83
Tangible common shareholders' equity/tangible assets 5.53 % 5.06 % 6.28 % 5.53 % 6.28 %

Merchants Bancorp

Average Balance Analysis

($ in thousands)

(Unaudited)

**** Three Months Ended **** Three Months Ended **** Three Months Ended ****
**** September 30, 2020 **** June 30, 2020 **** September 30, 2019 ****
**** Average **** **** Yield/ **** Average **** **** Yield/ **** Average **** **** Yield/ ****
**** Balance **** Interest Rate **** Balance **** Interest Rate **** Balance **** Interest Rate ****
Assets:
Interest-bearing deposits, and other $ 587,804 $ 683 0.46 % $ 971,350 $ 681 0.28 % $ 670,399 $ 3,888 2.30 %
Securities available for sale - taxable 269,896 431 0.64 % 276,928 972 1.41 % 278,314 1,604 2.29 %
Securities available for sale - tax exempt 5,145 37 2.86 % 5,294 38 2.89 % 9,032 68 2.99 %
Mortgage loans in process of securitization 449,336 3,250 2.88 % 328,089 2,534 3.11 % 162,915 1,422 3.46 %
Loans and loans held for sale 7,923,726 71,857 3.61 % 6,936,368 63,979 3.71 % 4,718,771 52,779 4.44 %
Total interest-earning<br> assets 9,235,907 76,258 3.28 % 8,518,029 68,204 3.22 % 5,839,431 59,761 4.06 %
Allowance for loan losses (21,585 ) (19,474 ) (12,990 )
Noninterest-earning assets 195,128 190,657 183,399
Total assets $ 9,409,450 $ 8,689,212 $ 6,009,840
Liabilities & Shareholders'<br> Equity:
Interest-bearing checking 3,890,865 1,368 0.14 % 2,656,105 2,327 0.35 % 1,951,613 9,253 1.88 %
Savings deposits 180,931 34 0.07 % 176,546 27 0.06 % 152,509 85 0.22 %
Money market 1,578,956 3,861 0.97 % 1,402,562 3,966 1.14 % 977,228 4,698 1.91 %
Certificates of deposit 1,589,852 3,841 0.96 % 2,763,853 9,078 1.32 % 2,032,619 12,003 2.34 %
Total interest-bearing<br> deposits 7,240,604 9,104 0.50 % 6,999,066 15,398 0.88 % 5,113,969 26,039 2.02 %
Borrowings 800,021 1,832 0.91 % 518,207 1,572 1.22 % 59,585 1,098 7.31 %
Total interest-bearing<br> liabilities 8,040,625 10,936 0.54 % 7,517,273 16,970 0.91 % 5,173,554 27,137 2.08 %
Noninterest-bearing deposits 579,145 372,195 198,832
Noninterest-bearing liabilities 57,147 107,612 69,722
Total liabilities 8,676,917 7,997,080 5,442,108
Shareholders'<br> equity 732,533 692,132 567,732
Total liabilities and shareholders'<br> equity $ 9,409,450 $ 8,689,212 $ 6,009,840
Net interest<br> income $ 65,322 $ 51,234 $ 32,624
Net interest<br> spread 2.74 % 2.31 % 1.98 %
Net interest-earning<br> assets $ 1,195,282 $ 1,000,756 $ 665,877
Net interest<br> margin 2.81 % 2.42 % 2.22 %
Average<br> interest-earning assets to average interest-bearing liabilities 114.87 % 113.31 % 112.87 %

Supplemental Results

(Unaudited)

($ in thousands)

Net Income Net Income
Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30,
2020 2020 2019 2020 2019
Segment
Multi-family Mortgage Banking $ 5,891 $ 3,651 $ 2,741 $ 14,941 $ 4,546
Mortgage Warehousing 33,793 27,712 10,924 73,942 21,076
Banking 17,486 11,812 7,649 37,248 24,826
Other (2,168 ) (2,013 ) (1,055 ) (5,384 ) (3,180 )
Total $ 55,002 $ 41,162 $ 20,259 $ 120,747 $ 47,268
Total Assets
--- --- --- --- --- --- ---
September 30, June 30, December 31,
2020 2020 2019
Segment
Multi-family Mortgage Banking $ 194,624 $ 182,072 $ 188,866
Mortgage Warehousing 5,179,664 5,575,169 3,124,684
Banking 4,111,984 3,639,638 3,018,568
Other 44,203 42,521 39,810
Total $ 9,530,475 $ 9,439,400 $ 6,371,928
Gain on Sale of Loans Gain on Sale of Loans
--- --- --- --- --- --- --- --- --- --- ---
Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30,
2020 2020 2019 2020 2019
Loan Type
Multi-family $ 14,872 $ 6,839 $ 7,582 $ 40,563 $ 18,714
Single-family 14,093 10,059 724 26,225 1,280
Small Business Association (SBA) 533 186 6 960 65
Total $ 29,498 $ 17,084 $ 8,312 $ 67,748 $ 20,059
Loans Receivable and Loans Held for Investment
--- --- --- --- --- --- ---
September 30, June 30, December 31,
2020 2020 2019
Mortgage warehouse lines of credit $ 1,647,521 $ 1,287,246 $ 765,151
Residential real estate 572,527 471,807 413,835
Multi-family and healthcare financing 2,125,516 1,848,811 1,347,125
Commercial and commercial real estate 419,812 432,222 398,601
Agricultural production and real estate 101,636 99,035 85,210
Consumer and margin loans 13,978 14,691 18,388
4,880,990 4,153,812 3,028,310
Less: Allowance for loan losses 23,436 20,497 15,842
Loans receivable $ 4,857,554 $ 4,133,315 $ 3,012,468
Loans held for sale 3,319,619 3,877,769 2,093,789
Total loans, net of allowance $ 8,177,173 $ 8,011,084 $ 5,106,257