Merchants Bancorp - Quarter Report: 2020 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended	September 30, 2020


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _______________

Commission File No. 001-38258

MERCHANTS BANCORP

(Exact name of registrant as specified in its charter)

Indiana		20-5747400
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

410 Monon Blvd. Carmel, Indiana		46032
(Address of principal executive office)		(Zip Code)

(317) 569-7420

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐	Smaller reporting company ☐
			Emerging growth company ☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).
Yes ☐ No ☒

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

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

As of November 2, 2020, the latest practicable date, 28,745,614 shares of the registrant’s common stock, without par value, were issued and outstanding.

Table of Contents

Merchants Bancorp

Index to Quarterly Report on Form 10-Q

PART I – FINANCIAL INFORMATION

Item 1 Interim Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	3

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2020 and 2019	4

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2020 and 2019	5

Condensed Consolidated Statements of Shareholders’ Equity for the Nine Months Ended September 30, 2020 and 2019	6

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019	8

Notes to Condensed Consolidated Financial Statements	9

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Item 3 Quantitative and Qualitative Disclosures About Market Risk	58

Item 4 Controls and Procedures	58

PART II – OTHER INFORMATION	59

Item 1 Legal Proceedings	59

Item 1A Risk Factors	59

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds	59

Item 3 Defaults Upon Senior Securities	59

Item 4 Mine Safety Disclosures	59

Item 5 Other Information	59

Item 6 Exhibits	60

SIGNATURES	61

Table of Contents

Part I – Financial Information

Item 1. Financial Statements

Merchants Bancorp

Condensed Consolidated Balance Sheets

September 30, 2020 (Unaudited) and December 31, 2019

(In thousands, except share data)


	September 30,		December 31,
	2020		2019
Assets
Cash and due from banks	$	9,276	$	13,909
Interest-earning demand accounts		419,926		492,800
Cash and cash equivalents		429,202		506,709
Securities purchased under agreements to resell		6,616		6,723
Mortgage loans in process of securitization		374,721		269,891
Available for sale securities		278,861		290,243
Federal Home Loan Bank (FHLB) stock		70,656		20,369
Loans held for sale (includes $41,418 and $19,592, respectively at fair value)		3,319,619		2,093,789
Loans receivable, net of allowance for loan losses of $23,436 and $15,842, respectively		4,857,554		3,012,468
Premises and equipment, net		29,261		29,274
Mortgage servicing rights		75,772		74,387
Interest receivable		19,130		18,359
Goodwill		15,845		15,845
Intangible assets, net		2,657		3,799
Other assets and receivables		50,581		30,072
Total assets	$	9,530,475	$	6,371,928
Liabilities and Shareholders' Equity
Liabilities
Deposits
Noninterest-bearing	$	666,081	$	272,037
Interest-bearing		6,418,566		5,206,038
Total deposits		7,084,647		5,478,075
Borrowings		1,618,201		181,439
Other liabilities		70,492		58,686
Total liabilities		8,773,340		5,718,200
Commitments and Contingencies
Shareholders' Equity
Common stock, without par value
Authorized - 50,000,000 shares
Issued and outstanding - 28,745,614 shares at September 30, 2020 and 28,706,438 shares at December 31, 2019		136,103		135,640
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
7% Series A Preferred stock - $25 per share liquidation preference
Authorized - 3,500,000 shares
Issued and outstanding - 2,081,800 shares		50,221		50,221
6% Series B Preferred stock - $1,000 per share liquidation preference
Authorized - 125,000 shares
Issued and outstanding - 125,000 shares (equivalent to 5,000,000 depositary shares)		120,844		120,844
Retained earnings		407,979		304,984
Accumulated other comprehensive income		407		458
Total shareholders' equity		757,135		653,728
Total liabilities and shareholders' equity	$	9,530,475	$	6,371,928

See notes to condensed consolidated financial statements.

Table of Contents

Merchants Bancorp

Condensed Consolidated Statements of Income (Unaudited)

For the Three and Nine Months Ended September 30, 2020 and 2019

(In thousands, except share data)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Interest Income
Loans	$	71,857	$	52,779	$	189,400	$	129,599
Mortgage loans in process of securitization		3,250		1,422		8,580		4,434
Investment securities:
Available for sale - taxable		431		1,604		2,725		4,632
Available for sale - tax exempt		37		68		112		217
Federal Home Loan Bank stock		531		262		1,217		742
Other		152		3,626		2,845		8,572
Total interest income		76,258		59,761		204,879		148,196
Interest Expense
Deposits		9,104		26,039		45,132		59,610
Borrowed funds		1,832		1,098		4,838		3,909
Total interest expense		10,936		27,137		49,970		63,519
Net Interest Income		65,322		32,624		154,909		84,677
Provision for loan losses		2,981		1,193		7,724		1,947
Net Interest Income After Provision for Loan Losses		62,341		31,431		147,185		82,730
Noninterest Income
Gain on sale of loans		29,498		8,312		67,748		20,059
Loan servicing fees, net		(643)		(1,410)		(4,870)		(3,318)
Mortgage warehouse fees		6,833		2,699		15,054		4,590
Gains on sale of investments available for sale (includes $441, $0, $441, and $124, respectively, related to accumulated other comprehensive earnings reclassifications)		441		—		441		124
Other income		2,528		1,251		6,374		2,931
Total noninterest income		38,657		10,852		84,747		24,386
Noninterest Expense
Salaries and employee benefits		16,567		9,139		42,635		27,671
Loan expenses		2,944		1,248		6,147		3,527
Occupancy and equipment		1,420		994		4,295		2,816
Professional fees		712		508		2,007		1,500
Deposit insurance expense		1,404		859		5,041		1,354
Technology expense		903		674		2,229		1,775
Other expense		2,434		2,100		6,605		5,834
Total noninterest expense		26,384		15,522		68,959		44,477
Income Before Income Taxes		74,614		26,761		162,973		62,639
Provision for income taxes (includes $(97), $0, $(97), and $(31), respectively, related to income tax (expense)/benefit for reclassification items)		19,612		6,502		42,226		15,371
Net Income	$	55,002	$	20,259	$	120,747	$	47,268
Dividends on preferred stock		(3,618)		(3,022)		(10,855)		(5,598)
Net Income Allocated to Common Shareholders		51,384		17,237		109,892		41,670
Basic Earnings Per Share	$	1.79	$	0.60	$	3.82	$	1.45
Diluted Earnings Per Share	$	1.79	$	0.60	$	3.82	$	1.45
Weighted-Average Shares Outstanding
Basic		28,745,614		28,706,438		28,741,395		28,704,682
Diluted		28,778,462		28,744,953		28,766,756		28,742,911

See notes to condensed consolidated financial statements.

Table of Contents

Merchants Bancorp

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

For the Three and Nine Months Ended September 30, 2020 and 2019

(In thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Net Income	$	55,002	$	20,259	$	120,747	$	47,268
Other Comprehensive Income (Loss):
Net change in unrealized gains/(losses) on investment securities available for sale, net of tax (expense)/benefits of $(22), $(7), $(91), and $(352), respectively		43		52		293		1,095
Less: Reclassification adjustment for gains included in net income, net of tax (expense) of $(97), $0, $(97), and $(31), respectively		344		—		344		93
Other comprehensive income (loss) for the period		(301)		52		(51)		1,002
Comprehensive Income	$	54,701	$	20,311	$	120,696	$	48,270

See notes to condensed consolidated financial statements.

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Merchants Bancorp

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

For the Nine Months Ended September 30, 2020


															Accumulated
															Other
	Common Stock			8% Preferred Stock			7% Preferred Stock			6% Preferred Stock			Retained		Comprehensive
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Earnings		Income		Total
Balance, January 1, 2020	28,706,438	$	135,640	41,625	$	41,581	2,081,800	$	50,221	125,000	$	120,844	$	304,984	$	458	$	653,728
Net income	—		—	—		—	—		—	—		—		24,583		—		24,583
Shares issued for stock compensation plans, net of taxes withheld to satisfy employee tax obligations	36,046		106	—		—	—		—	—		—		—		—		106
Dividends on 8% preferred stock, $80.00 per share, annually	—		—	—		—	—		—	—		—		(833)		—		(833)
Dividends on 7% preferred stock, $1.75 per share, annually	—		—	—		—	—		—	—		—		(910)		—		(910)
Dividends on 6% preferred stock, $60.00 per share, annually	—		—	—		—	—		—	—		—		(1,875)		—		(1,875)
Dividends on common stock, $0.32 per share, annually	—		—	—		—	—		—	—		—		(2,298)		—		(2,298)
Other comprehensive income	—		—	—		—	—		—	—		—		—		468		468
Balance, March 31, 2020	28,742,484	$	135,746	41,625	$	41,581	2,081,800	$	50,221	125,000	$	120,844	$	323,651	$	926	$	672,969
Net income	—		—	—		—	—		—	—		—		41,162		—		41,162
Shares issued for stock compensation plans	3,130		203	—		—	—		—	—		—		—		—		203
Dividends on 8% preferred stock, $80.00 per share, annually	—		—	—		—	—		—	—		—		(833)		—		(833)
Dividends on 7% preferred stock, $1.75 per share, annually	—		—	—		—	—		—	—		—		(911)		—		(911)
Dividends on 6% preferred stock, $60.00 per share, annually	—		—	—		—	—		—	—		—		(1,875)		—		(1,875)
Dividends on common stock, $0.32 per share, annually	—		—	—		—	—		—	—		—		(2,299)		—		(2,299)
Other comprehensive income	—		—	—		—	—		—	—		—		—		(218)		(218)
Balance, June 30, 2020	28,745,614	$	135,949	41,625	$	41,581	2,081,800	$	50,221	125,000	$	120,844	$	358,895	$	708	$	708,198
Net income	—		—	—		—	—		—	—		—		55,002		—		55,002
Shares issued for stock compensation plans	—		154	—		—	—		—	—		—		—		—		154
Dividends on 8% preferred stock, $80.00 per share, annually	—		—	—		—	—		—	—		—		(832)		—		(832)
Dividends on 7% preferred stock, $1.75 per share, annually	—		—	—		—	—		—	—		—		(911)		—		(911)
Dividends on 6% preferred stock, $60.00 per share, annually	—		—	—		—	—		—	—		—		(1,875)		—		(1,875)
Dividends on common stock, $0.32 per share, annually	—		—	—		—	—		—	—		—		(2,300)		—		(2,300)
Other comprehensive income	—		—	—		—	—		—	—		—		—		(301)		(301)
Balance, September 30, 2020	28,745,614	$	136,103	41,625	$	41,581	2,081,800	$	50,221	125,000	$	120,844	$	407,979	$	407	$	757,135

See notes to condensed consolidated financial statements

Table of Contents

Merchants Bancorp

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

For the Nine Months Ended September 30, 2019

(In thousands, except share data)


															Accumulated
															Other
	Common Stock			8% Preferred Stock			7% Preferred Stock			6% Preferred Stock			Retained		Comprehensive
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Earnings		Income (Loss)		Total
Balance, January 1, 2019	28,694,036	$	135,057	41,625	$	41,581	—	$	—	—	$	—	$	244,909	$	(310)	$	421,237
Net income	—		—	—		—	—		—	—		—		10,570		—		10,570
Shares issued for stock compensation plans	10,127		133	—		—	—		—	—		—		—		—		133
Issuance of 7% preferred stock, net of offering expenses of $1,731	—		—	—		—	2,000,000		48,269	—		—		—		—		48,269
Dividends on 8% preferred stock, $80.00 per share, annually	—		—	—		—	—		—	—		—		(833)		—		(833)
Dividends on common stock, $0.28 per share, annually	—		—	—		—	—		—	—		—		(2,009)		—		(2,009)
Other comprehensive income	—		—	—		—	—		—	—		—		—		464		464
Balance, March 31, 2019	28,704,163	$	135,190	41,625	$	41,581	2,000,000	$	48,269	—	$	—	$	252,637	$	154	$	477,831
Net income	—		—	—		—	—		—	—		—		16,439		—		16,439
Shares issued for stock compensation plans	2,275		184	—		—	—		—	—		—		—		—		184
Issuance of 7% preferred stock, net of offering expenses of $69	—		—	—		—	955,800		23,826	—		—		—		—		23,826
Dividends on 8% preferred stock, $80.00 per share, annually	—		—	—		—	—		—	—		—		(832)		—		(832)
Dividends on 7% preferred stock, $1.75 per share, annually	—		—	—		—	—		—	—		—		(911)		—		(911)
Dividends on common stock, $0.28 per share, annually	—		—	—		—	—		—	—		—		(2,010)		—		(2,010)
Other comprehensive income	—		—	—		—	—		—	—		—		—		486		486
Balance, June 30, 2019	28,706,438		135,374	41,625		41,581	2,955,800		72,095	—		—		265,323		640	$	515,013
Net income	—		—	—		—	—		—	—		—		20,259		—		20,259
Shares issued for stock compensation plans	—		133	—		—	—		—	—		—		—		—		133
Issuance of 6% preferred stock, net of offering expenses of $4,138	—		—	—		—	—		—	125,000		120,863		—		—		120,863
Repurchase of 7% preferred stock	—		—	—		—	(874,000)		(21,850)	—		—		—		—		(21,850)
Dividends on 8% preferred stock, $80.00 per share, annually														(833)		—		(833)
Dividends on 7% preferred stock, $1.75 per share, annually														(1,293)		—		(1,293)
Dividends on 6% preferred stock, $7.166667 per share	—		—	—		—	—		—	—		—		(896)		—		(896)
Dividends on common stock, $0.28 per share, annually	—		—	—		—	—		—	—		—		(2,009)		—		(2,009)
Other comprehensive loss	—		—	—		—	—		—	—		—		—		52		52
Balance, September 30, 2019	28,706,438	$	135,507	41,625	$	41,581	2,081,800	$	50,245	125,000	$	120,863	$	280,551	$	692	$	629,439

See notes to condensed consolidated financial statements.

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Merchants Bancorp

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30, 2020 and 2019

(In thousands)


	Nine Months Ended
	September 30,
	2020		2019
Operating activities:
Net income	$	120,747	$	47,268
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,409		436
Provision for loan losses		7,724		1,947
Gain on sale of securities		(441)		(124)
Gain on sale of loans		(67,748)		(20,059)
Proceeds from sales of loans		63,058,544		20,483,906
Loans and participations originated and purchased for sale		(64,230,337)		(22,133,767)
Change in mortgage servicing rights for paydowns and fair value adjustments		13,021		10,492
Net change in:
Mortgage loans in process of securitization		(104,830)		(64,495)
Other assets and receivables		(20,576)		(4,839)
Other liabilities		12,314		11,155
Other		1,947		4,249
Net cash used in operating activities		(1,208,226)		(1,663,831)
Investing activities:
Net change in securities purchased under agreements to resell		107		115
Purchases of available for sale securities		(434,331)		(382,385)
Proceeds from the sale of available for sale securities		4,347		31,083
Proceeds from calls, maturities and paydowns of available for sale securities		441,181		375,095
Purchases of loans		(236,358)		(61,848)
Net change in loans receivable		(1,614,787)		(637,957)
Purchase of limited partnership interests and other tax credits		(2,074)		—
Purchase of FHLB stock		(50,854)		(14,085)
Proceeds from sale of FHLB stock		567		3,251
Purchases of premises and equipment		(1,430)		(12,273)
Other investing activities		(730)		124
Net cash used in investing activities		(1,894,362)		(698,880)
Financing activities:
Net change in deposits		1,606,572		2,268,637
Proceeds from borrowings		31,577,468		6,887,077
Repayment of borrowings		(30,143,465)		(6,899,275)
Proceeds from notes payable		2,759		6,118
Payments on notes payable		—		(29,700)
Proceeds from issuance of preferred stock		—		192,958
Redemption of preferred stock		—		(21,850)
Payments of contingent consideration		(501)		(1,176)
Dividends		(17,752)		(11,626)
Net cash provided by financing activities		3,025,081		2,391,163
Net Change in Cash and Cash Equivalents		(77,507)		28,452
Cash and Cash Equivalents, Beginning of Period		506,709		336,524
Cash and Cash Equivalents, End of Period	$	429,202	$	364,976
Additional Cash Flows Information:
Interest paid	$	57,940	$	54,522
Income taxes paid		35,522		13,871

See notes to condensed consolidated financial statements.

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1: Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Merchants Bancorp, a registered bank holding company (the “Company”) and its wholly owned subsidiaries, Merchants Bank of Indiana (“Merchants Bank”) and Farmers-Merchants Bank of Illinois (“FMBI”). Merchants Bank’s direct and indirect subsidiaries include Merchants Capital Corp. (“MCC”), Merchants Capital Servicing, LLC (“MCS”), Ash Realty Holdings, LLC (“Ash Realty”), MBI Midtown West, LLC (“MMW”), Natty Mac Funding, Inc. (“NMF”), which became dormant in the first quarter of 2019 after the Company’s acquisition of the assets of NattyMac, LLC (“NattyMac”), and OneTrust Funding, Inc. In August 2019 the Company formed PR Mortgage Investment, LP (“PRMI”), PRMIGP, LLC (“PRMIGP”), and PR Mortgage Investment Management, LLC (“PRMIM”). In August 2020 the Company also formed Merchants Capital Investments, LLC (“MCI”) and Merchants Capital Tax Credit Equity Fund I, LP (“MCTCE-I”). All these entities are collectively referred to as the “Company”.

The accompanying unaudited condensed consolidated balance sheet of the Company as of December 31, 2019, which has been derived from audited financial statements, and unaudited condensed consolidated financial statements of the Company as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019, were prepared in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. Accordingly, these condensed financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company as of and for the year ended December 31, 2019 in its Annual Report on Form 10-K. Reference is made to the accounting policies of the Company described in the Notes to the Financial Statements contained in the Annual Report on Form 10-K.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary for a fair presentation of the unaudited financial statements have been included to present fairly the financial position as of September 30, 2020 and the results of operations for the three and nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019. All interim amounts have not been audited and the results of operations for the three and nine months ended September 30, 2020, herein are not necessarily indicative of the results of operations to be expected for the entire year.

Principles of Consolidation

The unaudited condensed consolidated financial statements as of and for the period ended September 30, 2020 and 2019 include results from the Company, and its wholly owned subsidiaries, Merchants Bank, and FMBI. Also included are Merchants Bank’s wholly owned subsidiaries, MCC, MCC’s wholly owned subsidiary, MCS, Ash Realty, NMF, MMW, and OneTrust Funding, Inc. The unaudited condensed consolidated financial statements as of and for the period ended September 30, 2020 also include PRMIGP and PRMIM, which are both 99% owned by Merchants Bank, and PRMI, which PRIMGP is the general partner of and Merchants Bank owns 50.4% of the total equity, as well as MCI owned 100% by MCC and its subsidiary MCTCE-I. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, loan servicing rights and fair values of financial instruments. The uncertainties related to the COVID-19

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

pandemic could cause significant changes to these estimates compared to what was known at the time these financial statements were prepared.

Reclassifications

Certain reclassifications have been made to the 2019 financial statements to conform to the financial statement presentation as of and for the three and nine months ended September 30, 2020. These reclassifications had no effect on net income.

Note 2: Securities Available For Sale

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities were as follows:


	September 30, 2020
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value

	(In thousands)
Available-for-sale securities:
Treasury notes	$	3,993	$	34	$	—	$	4,027
Federal agencies		245,861		84		—		245,945
Municipals		5,937		87		—		6,024
Mortgage-backed - Government-sponsored entity (GSE) - residential		22,548		318		1		22,865
Total available-for-sale securities	$	278,339	$	523	$	1	$	278,861


	December 31, 2019
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value

	(In thousands)
Available-for-sale securities:
Treasury notes	$	4,744	$	21	$	—	$	4,765
Federal agencies		244,986		24		37		244,973
Municipals		5,577		360		—		5,937
Mortgage-backed - Government-sponsored entity (GSE) - residential		34,357		213		2		34,568
Total available-for-sale securities	$	289,664	$	618	$	39	$	290,243

The amortized cost and fair value of available-for-sale securities at September 30, 2020 and December 31, 2019, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.


	September 30, 2020				December 31, 2019
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value

Contractual Maturity	(In thousands)
Within one year	$	3,497	$	3,511	$	23,250	$	23,233
After one through five years		250,925		251,042		226,748		226,783
After five through ten years		516		549		—		—
After ten years		853		894		5,309		5,659
		255,791		255,996		255,307		255,675
Mortgage-backed - Government-sponsored entity (GSE) - residential		22,548		22,865		34,357		34,568
	$	278,339	$	278,861	$	289,664	$	290,243

During the three and nine months ended September 30, 2020, proceeds from sales of securities available-for-sale were $4.3 million, and a net gain of $441,000 was recognized, consisting of $441,000 in gains and $0 of losses. During the three months ended September 30, 2019, there were no sales of securities available for sale. During the nine months ended September 30, 2019, proceeds from sales of securities available-for-sale were $31.1 million, and a net gain of $124,000 was recognized, consisting of $361,000 in gains and $237,000 of losses.

The following tables show the Company’s investments’ gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment class and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2020 and December 31, 2019:


	September 30, 2020
					12 Months or
	Less than 12 Months				Longer				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses

	(In thousands)
Available-for-sale securities:
Mortgage-backed - Government-sponsored entity (GSE) - residential		—		—		645		1		645		1
	$	—	$	—	$	645	$	1	$	645	$	1


	December 31, 2019
					12 Months or
	Less than 12 Months				Longer				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses

	(In thousands)
Available-for-sale securities:
Federal agencies		94,963		37		—		—		94,963	$	37
Mortgage-backed - Government-sponsored entity (GSE) - residential		809		2		—		—		809		2
	$	95,772	$	39	$	—	$	—	$	95,772	$	39

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Other-than-temporary Impairment

Unrealized losses on securities have not been recognized to income because the Company has the intent and ability to hold the securities for the foreseeable future, and the decline in fair value is primarily due to increased market interest rates. The fair value is expected to recover as the securities approach the maturity date.

Note 3: Mortgage Loans in Process of Securitization

Mortgage loans in process of securitization are recorded at fair value with changes in fair value recorded in earnings. These include multi-family rental real estate loan originations to be sold as Government National Mortgage Association (“GNMA”) mortgage backed securities and Fannie Mae and Freddie Mac participation certificates, all of which are pending settlement with firm investor commitments to purchase the securities, typically occurring within 30 days. The fair value increases recorded in earnings for mortgage loans in process of securitization totaled $3.2 million and $1.7 million at September 30, 2020 and 2019, respectively.

Note 4: Loans and Allowance for Loan Losses

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balances adjusted for unearned income, charge-offs, the allowance for loan losses, any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.

For loans at amortized cost, interest income is accrued based on the unpaid principal balance.

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past-due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest collected on these loans is applied to the principal balance until the loan can be returned to an accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

For all loan portfolio segments, the Company promptly charges off loans, or portions thereof, when available information confirms that specific loans are uncollectable based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For impaired loans that are considered to be solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.

When cash payments for accrued interest are received on impaired loans in each loan class, the Company records the payment as interest income unless collection of the remaining recorded principal amount is doubtful, at which time payments are used to reduce the principal balance of the loan. Troubled debt restructured loans recognize interest income on an accrual basis at the renegotiated rate if the loan is in compliance with the modified terms.

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Loans receivable at September 30, 2020 and December 31, 2019 include:


	September 30,		December 31,
	2020		2019

	(In thousands)

Mortgage warehouse lines of credit	$	1,647,521	$	765,151
Residential real estate		572,527		413,835
Multi-family and healthcare financing		2,125,516		1,347,125
Commercial and commercial real estate		419,812		398,601
Agricultural production and real estate		101,636		85,210
Consumer and margin loans		13,978		18,388
		4,880,990		3,028,310
Less
Allowance for loan losses		23,436		15,842

Loans Receivable	$	4,857,554	$	3,012,468

Risk characteristics applicable to each segment of the loan portfolio are described as follows.

Mortgage Warehouse Lines of Credit (MTG WHLOC): Under its warehouse program, the Company provides warehouse financing arrangements to approved mortgage companies for the origination and sale of residential mortgage loans and to a lesser extent multi-family loans. Agency eligible, governmental and jumbo residential mortgage loans that are secured by mortgages placed on existing one-to-four family dwellings may be originated or purchased and placed on each mortgage warehouse line.

As a secured repurchase agreement, collateral pledged to the Company secures each individual mortgage until the lender sells the loan in the secondary market. A traditional secured warehouse line of credit typically carries a base interest rate of 30-day LIBOR, or mortgage note rate plus or minus a margin.

Risk is evident if there is a change in the fair value of mortgage loans originated by mortgage bankers in warehouse, the sale of which is the expected source of repayment of the borrowings under a warehouse line of credit.

Residential Real Estate Loans (RES RE): Real estate loans are secured by owner-occupied 1-4 family residences. Repayment of residential real estate loans is primarily dependent on the personal income and credit rating of the borrowers. First-lien HELOC mortgages included in this segment typically carry a base rate of 30-day LIBOR, plus a margin.

Multi-Family and Healthcare Financing (MF RE): The Company engages in multi-family and healthcare financing, including construction loans, specializing in originating and servicing loans for multi-family rental and senior living properties. In addition, the Company originates loans secured by an assignment of federal income tax credits by partnerships invested in multi-family real estate projects. Construction and land loans are generally based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners. Sources of repayment of these loans may include permanent loans, sales of developed property or an interim loan commitment from the Company until permanent agency-eligible financing is obtained. These loans are considered to be higher risk than single-family real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economy in the Company’s market area. Repayment of these loans depends on the successful operation of a business or property and the borrower’s cash flows.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

Commercial Lending and Commercial Real Estate Loans (CML & CRE): The commercial lending and commercial real estate portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions, as well as loans to commercial customers to finance land and improvements. It also includes loans collateralized by mortgage servicing rights and loan sale proceeds of mortgage warehouse customers. The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations. Small Business Association loans are included in this category, net of those to be sold.

Agricultural Production and Real Estate Loans (AG & AGRE): Agricultural production loans are generally comprised of seasonal operating lines of credit to grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment. The Company also offers long term financing to purchase agricultural real estate. Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year based on industry-developed estimates of farm input costs and expected commodity yields and prices. Operating lines are typically written for one year and secured by the crop and other farm assets as considered necessary. The Company is approved to sell agricultural loans in the secondary market through the Federal Agricultural Mortgage Corporation and uses this relationship to manage interest rate risk within the portfolio.

Consumer and Margin Loans (CON & MAR): Consumer loans are those loans secured by household assets. Margin loans are those loans secured by marketable securities. The term and maximum amount for these loans are determined by considering the purpose of the loan, the margin (advance percentage against value) in all collateral, the primary source of repayment, and the borrower’s other related cash flow.

Allowance for Loan Losses: The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to net interest income. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-impaired loans and is based on historical charge-off experience and expected loss given default derived from the Company’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by the fair value of the collateral if the loan is collateral dependent, the loan’s obtainable market price, or either the present value of expected future cash

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

flows discounted at the loan’s effective interest rate. For impaired loans where the Company utilizes discounted cash flows to determine the level of impairment, the Company includes the entire change in the present value of cash flows as bad debt expense.

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower or the loan has been classified as impaired.

In the course of working with borrowers, the Company may choose to restructure the contractual terms of certain loans. In restructuring the loan, the Company attempts to work out an alternative payment schedule with the borrower in order to optimize collectability of the loan. A troubled debt restructuring (“TDR”) occurs when, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession to the borrower that it would not otherwise consider. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status, and the restructuring of the loan may include the transfer of assets from the borrower to satisfy the debt, a modification of loan terms, or a combination of the two.

Nonaccrual loans, including TDRs that have not met the six-month minimum performance criterion, are reported as nonperforming loans. For all loan classes, it is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being restructured remain on nonaccrual status until three months of satisfactory borrower performance, at which time management would consider its return to accrual status. A loan is generally classified as nonaccrual when the Company believes that receipt of principal and interest is doubtful under the terms of the loan agreement. Most generally, this is at 90 or more days past due.

With regard to determination of the amount of the allowance for credit losses, restructured loans are considered to be impaired. As a result, the determination of the amount of impaired loans for each loan portfolio segment within troubled debt restructurings is the same as detailed previously above.

The following tables present, by loan portfolio segment, the activity in the allowance for loan losses for the three and nine months ended September 30, 2020 and 2019 and the recorded investment in loans and impairment method as of September 30, 2020:


	At or For the Three Months Ended September 30, 2020
	MTG WHLOC		RES RE		MF RE		CML & CRE		AG & AGRE		CON & MAR		TOTAL

	(In thousands)
Allowance for loan losses
Balance, beginning of period	$	3,203	$	2,310	$	9,878	$	4,343	$	610	$	153	$	20,497
Provision (credit) for loan losses		874		504		1,566		13		21		3		2,981
Loans charged to the allowance		—		—		—		(94)		—		(10)		(104)
Recoveries of loans previously charged off		—		—		—		62		—		—		62
Balance, end of period	$	4,077	$	2,814	$	11,444	$	4,324	$	631	$	146	$	23,436
Ending balance: individually evaluated for impairment	$	—		18		—		1,162		—		—	$	1,180
Ending balance: collectively evaluated for impairment	$	4,077	$	2,796	$	11,444	$	3,162	$	631	$	146	$	22,256
Loans
Ending balance	$	1,647,521	$	572,527	$	2,125,516	$	419,812	$	101,636	$	13,978	$	4,880,990
Ending balance individually evaluated for impairment	$	—	$	2,819	$	—	$	10,955	$	2,224	$	11	$	16,009
Ending balance collectively evaluated for impairment	$	1,647,521	$	569,708	$	2,125,516	$	408,857	$	99,412	$	13,967	$	4,864,981

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Notes to Condensed Consolidated Financial Statements

(Unaudited)


	For the Three Months Ended September 30, 2019
	MTG WHLOC		RES RE		MF RE		CML & CRE		AG & AGRE		CON & MAR		TOTAL

	(In thousands)
Allowance for loan losses
Balance, beginning of period	$	1,565	$	1,929	$	5,144	$	3,271	$	515	$	180	$	12,604
Provision (credit) for loan losses		533		63		753		(174)		14		4		1,193
Loans charged to the allowance		(107)		—		—		—		—		—		(107)
Recoveries of loans previously charged off		—		—		—		15		—		—		15
Balance, end of period	$	1,991	$	1,992	$	5,897	$	3,112	$	529	$	184	$	13,705


	For the Nine Months Ended September 30, 2020
	MTG WHLOC		RES RE		MF RE		CML & CRE		AG & AGRE		CON & MAR		TOTAL

	(In thousands)
Allowance for loan losses
Balance, beginning of period	$	1,913	$	2,042	$	7,018	$	4,173	$	523	$	173	$	15,842
Provision for loan losses		2,164		772		4,426		270		108		(16)		7,724
Loans charged to the allowance		—		—		—		(225)		—		(11)		(236)
Recoveries of loans previously charged off		—		—		—		106		—		—		106
Balance, end of period	$	4,077	$	2,814	$	11,444	$	4,324	$	631	$	146	$	23,436


	For the Nine Months Ended September 30, 2019
	MTG WHLOC		RES RE		MF RE		CML & CRE		AG & AGRE		CON & MAR		TOTAL

	(In thousands)
Allowance for loan losses
Balance, beginning of period	$	1,068	$	1,986	$	6,030	$	3,051	$	429	$	140	$	12,704
Provision (credit) for loan losses		1,030		6		(133)		900		100		44		1,947
Loans charged to the allowance		(107)		—		—		(854)		(3)		—		(964)
Recoveries of loans previously charged off		—		—		—		15		3		—		18
Balance, end of period	$	1,991	$	1,992	$	5,897	$	3,112	$	529	$	184	$	13,705

The following table presents the allowance for loan losses and the recorded investment in loans and impairment method as of December 31, 2019:


	December 31, 2019
	MTG WHLOC		RES RE		MF RE		CML & CRE		AG & AGRE		CON & MAR		TOTAL

	(In thousands)
Allowance for loan losses
Balance, December 31, 2019	$	1,913	$	2,042	$	7,018	$	4,173	$	523	$	173	$	15,842
Ending balance: individually evaluated for impairment	$	—	$	23	$	—	$	650	$	—	$	8	$	681
Ending balance: collectively evaluated for impairment	$	1,913	$	2,019	$	7,018	$	3,523	$	523	$	165	$	15,161
Loans
Balance, December 31, 2019	$	765,151	$	413,835	$	1,347,125	$	398,601	$	85,210	$	18,388	$	3,028,310
Ending balance individually evaluated for impairment	$	233	$	3,109	$	—	$	9,152	$	—	$	23	$	12,517
Ending balance collectively evaluated for impairment	$	764,918	$	410,726	$	1,347,125	$	389,449	$	85,210	$	18,365	$	3,015,793

Internal Risk Categories

In adherence with policy, the Company uses the following internal risk grading categories and definitions for loans:

Average or above – Loans to borrowers of satisfactory financial strength or better. Earnings performance is consistent with primary and secondary sources of repayment that are well defined and adequate to retire the debt in a timely and orderly fashion. These businesses would generally exhibit satisfactory asset quality and liquidity with moderate leverage, average performance to their peer group and experienced management in key positions. These loans are disclosed as “Acceptable and Above” in the following table.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

Acceptable – Loans to borrowers involving more than average risk and which contain certain characteristics that require some supervision and attention by the lender. Asset quality is acceptable, but debt capacity is modest and little excess liquidity is available. The borrower may be fully leveraged and unable to sustain major setbacks. Covenants are structured to ensure adequate protection. Borrower’s management may have limited experience and depth. This category includes loans which are highly leveraged due to regulatory constraints, as well as loans involving reasonable exceptions to policy. These loans are disclosed as “Acceptable and Above” in the following table.

Special Mention (Watch) – This is a loan that is sound and collectable but contains potential risk. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Special Mention (Watch) – COVID-19 Deferrals – This is a loan that is sound and collectable but contains potential risk because the borrower has requested to defer payments, typically for 90 days, in response to COVID-related hardships. Interest is still accruing on these loans and they were not more than 30 days late at the time the deferral was granted. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard - Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

The following tables present the credit risk profile of the Company’s loan portfolio based on internal rating category and payment activity as of September 30, 2020 and December 31, 2019:


	September 30, 2020
	MTG WHLOC		RES RE		MF RE		CML & CRE		AG & AGRE		CON & MAR		TOTAL

	(In thousands)

Special Mention (Watch)	$	223	$	693	$	94,315	$	9,199	$	2,954	$	31	$	107,415
Special Mention (Watch) - COVID-19 Deferrals		—		176		185		617		—		—		978
Substandard		—		2,819		—		10,955		2,224		11		16,009
Doubtful		—		—		—		—		—		—		—
Acceptable and Above		1,647,298		568,839		2,031,016		399,041		96,458		13,936		4,756,588
Total	$	1,647,521	$	572,527	$	2,125,516	$	419,812	$	101,636	$	13,978	$	4,880,990

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Notes to Condensed Consolidated Financial Statements

(Unaudited)


	December 31, 2019
	MTG WHLOC		RES RE		MF RE		CML & CRE		AG & AGRE		CON & MAR		TOTAL

	(In thousands)

Special Mention (Watch)	$	—	$	2,472	$	41,882	$	13,806	$	2,114	$	31	$	60,305
Substandard		233		3,109		—		9,152		—		23		12,517
Doubtful		—		—		—		—		—		—		—
Acceptable and Above		764,918		408,254		1,305,243		375,643		83,096		18,334		2,955,488
Total	$	765,151	$	413,835	$	1,347,125	$	398,601	$	85,210	$	18,388	$	3,028,310

The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis. No significant changes were made to either during the past year beyond the addition of a new category, Special Mention (Watch) – COVID-19 Deferrals. This new category includes loans not already in the traditional Special Mention (Watch) category that have been granted deferrals in response to the COVID-19 pandemic.

The following tables present the Company’s loan portfolio aging analysis of the recorded investment in loans as of September 30, 2020 and December 31, 2019. There were 11 loans totaling $1.6 million at September 30, 2020 that have been modified in accordance with the CARES Act and therefore not classified as delinquent. These loans have been granted extended dates to make payments and no payments were due as of September 30, 2020.


	September 30, 2020
	30-59 Days		60-89 Days		Greater Than		Total				Total
	Past Due		Past Due		90 Days		Past Due		Current		Loans

	(In thousands)
MTG WHLOC	$	—	$	—	$	—	$	—	$	1,647,521	$	1,647,521
RES RE		344		446		647		1,437		571,090		572,527
MF RE		—		—		—		—		2,125,516		2,125,516
CML & CRE		145		—		4,628		4,773		415,039		419,812
AG & AGRE		33		—		2,372		2,405		99,231		101,636
CON & MAR		33		44		15		92		13,886		13,978
	$	555	$	490	$	7,662	$	8,707	$	4,872,283	$	4,880,990


	December 31, 2019
	30-59 Days		60-89 Days		Greater Than		Total				Total
	Past Due		Past Due		90 Days		Past Due		Current		Loans

	(In thousands)
MTG WHLOC	$	—	$	—	$	—	$	—	$	765,151	$	765,151
RES RE		3,089		562		2,324		5,975		407,860		413,835
MF RE		—		—		—		—		1,347,125		1,347,125
CML & CRE		2,293		335		1,663		4,291		394,310		398,601
AG & AGRE		2,047		—		195		2,242		82,968		85,210
CON & MAR		50		31		19		100		18,288		18,388
	$	7,479	$	928	$	4,201	$	12,608	$	3,015,702	$	3,028,310

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans but also include loans modified in TDRs.

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following tables present impaired loans and specific valuation allowance information based on class level as of September 30, 2020 and December 31, 2019:


	September 30, 2020
	MTG WHLOC		RES RE		MF RE		CML & CRE		AG & AGRE		CON & MAR		TOTAL

	(In thousands)
Impaired loans without a specific allowance:
Recorded investment	$	—	$	2,750	$	—	$	8,515	$	2,224	$	11	$	13,500
Unpaid principal balance		—		2,750		—		8,515		2,224		11		13,500
Impaired loans with a specific allowance:
Recorded investment		—		69		—		2,440		—		—		2,509
Unpaid principal balance		—		69		—		2,440		—		—		2,509
Specific allowance		—		18		—		1,162		—		—		1,180
Total impaired loans:
Recorded investment		—		2,819		—		10,955		2,224		11		16,009
Unpaid principal balance		—		2,819		—		10,955		2,224		11		16,009
Specific allowance		—		18		—		1,162		—		—		1,180


	December 31, 2019
	MTG WHLOC		RES RE		MF RE		CML & CRE		AG & AGRE		CON & MAR		TOTAL

	(In thousands)
Impaired loans without a specific allowance:
Recorded investment	$	233	$	2,899	$	—	$	6,662	$	—	$	12	$	9,806
Unpaid principal balance		233		2,899		—		6,662		—		12		9,806
Impaired loans with a specific allowance:
Recorded investment		—		210		—		2,490		—		11		2,711
Unpaid principal balance		—		210		—		2,490		—		11		2,711
Specific allowance		—		23		—		650		—		8		681
Total impaired loans:
Recorded investment		233		3,109		—		9,152		—		23		12,517
Unpaid principal balance		233		3,109		—		9,152		—		23		12,517
Specific allowance		—		23		—		650		—		8		681

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following tables present by portfolio class, information related to the average recorded investment and interest income recognized on impaired loans for the three and nine month periods ended September 30, 2020 and 2019:


	MTG WHLOC		RES RE		MF RE		CML & CRE		AG & AGRE		CON & MAR		TOTAL

	(In thousands)
Three Months Ended September 30, 2020
Average recorded investment in impaired loans	$	—	$	2,892	$	—	$	10,061	$	2,231	$	14	$	15,198
Interest income recognized		—		7		—		90		—		—		97

Three Months Ended September 30, 2019
Average recorded investment in impaired loans	$	239	$	5,172	$	—	$	8,264	$	214	$	26	$	13,915
Interest income recognized		—		9		—		127		—		—		136


	MTG WHLOC		RES RE		MF RE		CML & CRE		AG & AGRE		CON & MAR		TOTAL

	(In thousands)
Nine Months Ended September 30, 2020
Average recorded investment in impaired loans	$	138	$	2,892	$	—	$	9,747	$	1,506	$	17	$	14,300
Interest income recognized		—		42		—		305		—		1		348

Nine Months Ended September 30, 2019
Average recorded investment in impaired loans	$	244	$	5,206	$	—	$	8,351	$	239	$	28	$	14,068
Interest income recognized		—		62		—		375		—		1		438

The following table presents the Company’s nonaccrual loans and loans past due 90 days or more and still accruing at September 30, 2020 and December 31, 2019.


	September 30,				December 31,
	2020				2019
			Total Loans >				Total Loans >
			90 Days &				90 Days &
	Nonaccrual		Accruing		Nonaccrual		Accruing

	(In thousands)
MTG WHLOC	$	—	$	—	$	233	$	—
RES RE		625		45		740		1,851
MF RE		—		—		—		—
CML & CRE		2,618		1,994		1,118		486
AG & AGRE		181		2,440		—		231
CON & MAR		11		5		18		1

	$	3,435	$	4,484	$	2,109	$	2,569

No troubled loans were restructured during the three or nine months ended September 30, 2020 or 2019. No restructured loans defaulted during the three or nine months ended September 30, 2020 or 2019. Loan modifications or forbearances related to the COVID-19 pandemic will generally not be considered TDRs.

There was one customer with a residential loan balance of $725,000 in the process of foreclosure at December 31, 2019 that was paid in full at March 31, 2020 and there were no residential loans in process of foreclosure as of September 30, 2020.

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 5: Borrowings

The Company began borrowing from the Federal Reserve discount window during the nine months ended September 30, 2020. This arrangement has a maximum borrowing limit of collateral pledged multiplied by an advance rate. Borrowing maturities can range from 24 hours to up to a term of 90 days. As of September 30, 2020, the outstanding balance was $295.0 million. This 24-hour advance was based on a fixed interest rate of 0.25% set by the Federal Reserve for Primary Credit institutions.

During the three months ended September 30, 2020, the Company began borrowing from the Paycheck Protection Program Liquidity Facility (“PPPLF”) established as a result of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). This arrangement has a maximum borrowing limit of collateral pledged in the form of Pay Check Protection (“PPP”) loans. Borrowing terms require repayments that coincide with maturity dates or early payment of PPP loans as payments are made or loans are forgiven by the Small Business Association (“SBA”). As of September 30, 2020, maturity dates range from April 1, 2022 to July 1, 2025, and the outstanding balance was $87.1 million. This borrowing facility was based on a fixed interest rate of 0.35% set by the Federal Reserve.

Note 6: Regulatory Matters

The Company, Merchants Bank, and FMBI are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by federal and state banking regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company, Merchants Bank, and FMBI must meet specific capital guidelines that involve quantitative measures of the Company’s, Merchants Bank’s, and FMBI’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s, Merchants Bank’s, and FMBI’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, and other factors. Furthermore, the Company’s, Merchants Bank’s, and FMBI’s regulators could require adjustments to regulatory capital not reflected in these financial statements.

On November 13, 2019, the federal regulators finalized and adopted a regulatory capital rule establishing a new community bank leverage ratio (“CBLR”), which became effective on January 1, 2020. The intent of CBLR is to provide a simple alternative measure of capital adequacy for electing qualifying depository institutions and depository institution holding companies, as directed under the Economic Growth, Regulatory Relief, and Consumer Protection Act. Under CBLR, if a qualifying depository institution or depository institution holding company elects to use such measure, such institution or holding company will be considered well capitalized if its ratio of Tier 1 capital to average total consolidated assets (i.e., leverage ratio) exceeds a 9% threshold, subject to a limited two quarter grace period, during which the leverage ratio cannot go 100 basis points below the then applicable threshold, and will not be required to calculate and report risk-based capital ratios. In April 2020, under the CARES Act, the 9% leverage ratio threshold was temporarily reduced to 8% in response to the COVID-19 pandemic. The threshold will increase to 8.5% in 2021 and return to 9% in 2022. The Company, Merchants Bank, and FMBI elected to begin using CBLR for the first quarter of 2020 and all intend to utilize this measure for the foreseeable future. Eligibility criteria to utilize CBLR includes the following:

●

Total assets of less than $10 billion,

●

Total trading assets plus liabilities of 5% or less of consolidated assets,

●

Total off-balance sheet exposures of 25% or less of consolidated assets,

●

Cannot be an advanced approaches banking organization, and

●

Leverage ratio greater than 9%, or temporarily prescribed threshold established in response to COVID-19.

Management believes, as of September 30, 2020 and December 31, 2019, that the Company, Merchants Bank, and FMBI met all capital adequacy requirements, subject to the grace period under the temporary relief granted under the

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

CARES Act. The Company, Merchants Bank, and FMBI expect to exceed the required 8% Tier 1 capital leverage ratio by the end of the two-quarter grace period ending December 31, 2020.

As of September 30, 2020 and December 31, 2019, the most recent notifications from the Board of Governors of the Federal Reserve System (“Federal Reserve”) categorized the Company as well capitalized and most recent notifications from the Federal Deposit Insurance Corporation (“FDIC”) categorized Merchants Bank and FMBI as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Company’s, Merchants Bank’s, or FMBI’s category.

The Company’s, Merchants Bank’s, and FMBI’s actual capital amounts and ratios are also presented in the following tables.



					Minimum Amount
					To Be Well
	Actual				Capitalized⁽¹⁾⁽²⁾
	Amount		Ratio		Amount		Ratio

	(Dollars in thousands)
September 30, 2020
Tier 1 capital⁽¹⁾ (to average assets)
(i.e., leverage ratio)
Company	$	738,530	7.9	%	$	744,333	> 8	%
Merchants Bank		727,788	8.0	%		724,951	> 8	%
FMBI		23,809	9.5	%		20,110	> 8	%


					Minimum				Minimum
					Amount Required				Amount To Be
					for Adequately				Well
	Actual				Capitalized⁽¹⁾				Capitalized⁽¹⁾
	Amount		Ratio		Amount		Ratio		Amount		Ratio

	(Dollars in thousands)
December 31, 2019
Total capital⁽¹⁾ (to risk-weighted assets)
Company	$	637,472	11.6	%	$	440,063	8.0	%	$	—	N/A
Merchants Bank		639,104	12.0	%		426,748	8.0	%		533,435	10.0	%
FMBI		21,726	13.1	%		13,306	8.0	%		16,632	10.0	%
Tier 1 capital⁽¹⁾ (to risk-weighted assets)
Company		621,630	11.3	%		330,047	6.0	%		—	N/A
Merchants Bank		623,716	11.7	%		320,061	6.0	%		426,748	8.0	%
FMBI		21,272	12.8	%		9,979	6.0	%		13,306	8.0	%
Common Equity Tier 1 capital⁽¹⁾ (to risk-weighted assets)
Company		408,984	7.4	%		247,536	4.5	%		—	N/A
Merchants Bank		623,716	11.7	%		240,046	4.5	%		346,733	6.5	%
FMBI		21,272	12.8	%		7,484	4.5	%		10,811	6.5	%
Tier 1 capital⁽¹⁾ (to average assets)
Company		621,630	9.4	%		264,324	4.0	%		—	N/A
Merchants Bank		623,716	9.7	%		257,487	4.0	%		321,859	5.0	%
FMBI		21,272	11.7	%		7,302	4.0	%		9,128	5.0	%

1	As defined by regulatory agencies.

2	Subject to the two-quarter grace period.

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Failure to exceed the leverage ratio thresholds required under CBLR in the future, subject to any applicable grace period, would require the Company, Merchants Bank, and/or FMBI to return to the risk-based capital ratio thresholds previously utilized under the fully phased-in Basel III Capital Rules to determine capital adequacy.

Note 7: Derivative Financial Instruments

The Company uses derivative financial instruments to help manage exposure to interest rate risk and the effects that changes in interest rates may have on net income and the fair value of assets and liabilities.

Forward Sales Commitments and Interest Rate Lock Commitments

The Company enters into forward contracts for the future delivery of mortgage loans to third party investors and enters into interest rate lock commitments with potential borrowers to fund specific mortgage loans that will be sold into the secondary market. The forward contracts are entered into in order to economically hedge the effect of changes in interest rates resulting from the Company’s commitment to fund the loans.

Each of these items are considered derivatives, but are not designated as accounting hedges, and are recorded at fair value with changes in fair value reflected in noninterest income on the condensed consolidated statements of income. The fair value of derivative instruments with a positive fair value are reported in other assets in the condensed consolidated balance sheets while derivative instruments with a negative fair value are reported in other liabilities in the condensed consolidated balance sheets.

The following table presents the notional amount and fair value of interest rate locks and forward contracts utilized by the Company at September 30, 2020 and December 31, 2019.


		Notional			Fair Value
		Amount	Balance Sheet Location		Asset		Liability

September 30, 2020		(In thousands)			(In thousands)
Interest rate lock commitments	$	452,259	Other assets/liabilities	$	8,150	$	1
Forward contracts		696,883	Other assets/liabilities		73		980
				$	8,223	$	981


		Notional			Fair Value
		Amount	Balance Sheet Location		Asset		Liability

December 31, 2019		(In thousands)			(In thousands)
Interest rate lock commitments	$	17,826	Other assets/liabilities	$	186	$	—
Forward contracts		34,268	Other assets/liabilities		—		27
				$	186	$	27

Table of Contents

Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Fair values of these derivative financial instruments were estimated using changes in mortgage interest rates from the date the Company entered into the interest rate lock commitment and the balance sheet date. The following table summarizes the periodic changes in the fair value of the derivative financial instruments on the condensed consolidated statements of income for the three and nine months ended September 30, 2020 and 2019.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(In thousands)					(In thousands)
Interest rate lock commitments	$	2,407	$	144	$	7,963	$	218
Forward contracts (includes pair-off settlements)		(3,515)		(25)		(7,473)		(80)
Net derivative gains (loss)	$	(1,108)	$	119		490	$	138

Derivatives on Behalf of Customers

The Company offers derivative contracts to some customers in connection with their risk management needs. These derivatives include interest rate swaps. The Company manages the risk associated with these contracts by entering into an equal and offsetting derivative with a third-party dealer. These derivatives generally work together as an economic interest rate hedge, but the Company does not designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred, typically resulting in no net earnings impact. The fair values of derivative assets and liabilities related to derivatives for customers with interest rate swaps were recorded in the condensed consolidated balance sheets as follows:


		Notional			Fair Value
		Amount	Balance Sheet Location		Asset		Liability

		(In thousands)			(In thousands)
September 30, 2020	$	82,845	Other assets/liabilities	$	3,559	$	3,559
December 31, 2019		58,067	Other assets/liabilities	$	511	$	511

The gross gains and losses on these derivative assets and liabilities were recorded in Other Noninterest income and Other Noninterest expense in the condensed consolidated statements of income as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(In thousands)					(In thousands)
Gross swap gains	$	(289)	$	—	$	3,048	$	—
Gross swap losses		289		—		(3,048)		—
Net swap gains (losses)	$	—	$	—		—	$	—

The Company pledged $3.9 million and $590,000 in collateral to secure its obligations under swap contracts at September 30, 2020 and December 31, 2019, respectively.

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 8: Disclosures about Fair Value of Assets and Liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Recurring Measurements

The following tables present the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2020 and December 31, 2019:


	Fair Value Measurements Using
			Quoted Prices in		Significant
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
	Fair		Assets		Inputs		Inputs
Assets	Value		(Level 1)		(Level 2)		(Level 3)

	(In thousands)
September 30, 2020
Mortgage loans in process of securitization	$	374,721	$	—	$	374,721	$	—
Available-for-sale securities:
Treasury notes		4,027		4,027		—		—
Federal agencies		245,945		—		245,945		—
Municipals		6,024		—		6,024		—
Mortgage-backed - Government-sponsored entity (GSE) - residential		22,865		—		22,865		—
Loans held for sale		41,418		—		41,418		—
Mortgage servicing rights		75,772		—		—		75,772
Derivative assets - interest rate lock commitments		8,150		—		—		8,150
Derivative assets - forward contracts		73		—		73		—
Derivative assets - interest rate swaps		3,559		—		3,559		—
Derivative liabilities - interest rate lock commitments		1		—		—		1
Derivative liabilities - forward contracts		980		—		980		—
Derivative liabilities - interest rate swaps		3,559		—		3,559		—


December 31, 2019
Mortgage loans in process of securitization	$	269,891	$	—	$	269,891	$	—
Available-for-sale securities:
Treasury notes		4,765		4,765		—		—
Federal agencies		244,973		—		244,973		—
Municipals		5,937		—		5,937		—
Mortgage-backed - Government-sponsored entity (GSE) - residential		34,568		—		34,568		—
Loans held for sale		19,592		—		19,592		—
Mortgage servicing rights		74,387		—		—		74,387
Derivative assets - interest rate lock commitments		186		—		—		186
Derivative asset - interest rate swap		511		—		511		—
Derivative liabilities - forward contracts		27		—		27		—
Derivative liabilities - interest rate swap		511		—		511		—

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the nine months ended September 30, 2020 and the year ended December 31, 2019. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

Table of Contents

Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Mortgage Loans in Process of Securitization and Available for Sale Securities

Where quoted market prices are available in an active market, securities such as U.S. Treasuries are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy including federal agencies, mortgage-backed securities, municipal securities and Federal Housing Administration participation certificates. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Loans Held for Sale

Certain loans held for sale at fair value are saleable into the secondary mortgage markets and their fair values are estimated using observable quoted market or contracted prices, or market price equivalents, which would be used by other market participants. These saleable loans are considered Level 2.

Mortgage Servicing Rights

Mortgage servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models having significant inputs of discount rate, prepayment speed, and default rate. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy.

The Chief Financial Officer’s (CFO) office contracts with a pricing specialist to generate fair value estimates on a quarterly basis. The CFO’s office challenges the reasonableness of the assumptions used and reviews the methodology to ensure the estimated fair value complies with accounting standards generally accepted in the United States.

Derivative Financial Instruments

The Company estimates the fair value of interest rate lock commitments based on the value of the underlying mortgage loan, quoted mortgage backed security prices, estimates of the fair value of the mortgage servicing rights, and an estimate of the probability that the mortgage loan will fund within the terms of the interest rate lock commitment, net of expenses. With respect to its interest rate lock commitments, management determined that a Level 3 classification was most appropriate based on the various significant unobservable inputs utilized in estimating the fair value of its interest rate lock commitments. The Company estimates the fair value of forward sales commitments based on market quotes of mortgage backed security prices for securities similar to the ones used, which are considered Level 2. The fair value of interest rate swaps is based on prices that are obtained from a third party that uses observable market inputs, thereby supporting a Level 2 classification. Changes in fair value of the Company’s derivative financial instruments are recognized through noninterest income and/or noninterest expenses on its condensed consolidated statement of income.

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Level 3 Reconciliation

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying balance sheets using significant unobservable (Level 3) inputs:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019

	(In thousands)				(In thousands)
Mortgage servicing rights
Balance, beginning of period	$	72,889	$	74,550	$	74,387	$	77,844
Additions
Originated and purchased servicing		6,462		1,356		14,406		4,637
Subtractions
Paydowns		(2,608)		(2,438)		(5,070)		(4,627)
Changes in fair value due to changes in valuation inputs or assumptions used in the valuation model		(971)		(1,479)		(7,951)		(5,865)
Balance, end of period	$	75,772	$	71,989	$	75,772	$	71,989

Derivative Assets - interest rate lock commitments
Balance, beginning of period	$	5,742	$	147	$	186	$	70
Changes in fair value		2,408		149		7,964		226
Balance, end of period	$	8,150	$	296	$	8,150	$	296

Derivative Liabilities - interest rate lock commitments
Balance, beginning of period	$	—	$	3	$	—	$	—
Changes in fair value		1		5		1		8
Balance, end of period	$	1	$	8	$	1		8

Nonrecurring Measurements

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2020 and December 31, 2019.


	Fair Value Measurements Using
			Quoted Prices in		Significant
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
	Fair		Assets		Inputs		Inputs
Assets	Value		(Level 1)		(Level 2)		(Level 3)

	(In thousands)
September 30, 2020
Impaired loans (collateral-dependent)	$	1,090	$	—	$	—	$	1,090
December 31, 2019
Impaired loans (collateral-dependent)	$	1,570	$	—	$	—	$	1,570

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheet, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

Table of Contents

Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Collateral-Dependent Impaired Loans, Net of Allowance for Loan Losses

The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.

The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Company’s Chief Credit Officer’s (CCO) office. Appraisals are reviewed for accuracy and consistency by the CCO’s office. Appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral. These discounts and estimates are developed by the CCO’s office by comparison to historical results.

Unobservable (Level 3) Inputs:

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements other than goodwill.


			Valuation			Weighted
	Fair Value		Technique	Unobservable Inputs	Range	Average
	(In thousands)
At September 30, 2020:
Collateral-dependent impaired loans	$	1,090	Market comparable properties	Marketability discount	50%	50%
Mortgage servicing rights - Multi-family	$	70,212	Discounted cash flow	Discount rate	8% - 13%	9%
				Constant prepayment rate	2% - 45%	4%
Mortgage servicing rights - Single-family	$	5,560	Discounted cash flow	Discount rate	11%	11%
				Constant prepayment rate	8% - 32%	14%
Derivative assets - interest rate lock commitments	$	8,150	Discounted cash flow	loan closing rates	52%-99%	76%
Derivative liabilities - interest rate lock commitments	$	1	Discounted cash flow	loan closing rates	52%-99%	76%

At December 31, 2019:
Collateral-dependent impaired loans	$	1,570	Market comparable properties	Marketability discount	37%-55%	N/A
Mortgage servicing rights	$	74,387	Discounted cash flow	Discount rate	8% - 13%	N/A
				Constant prepayment rate	1% - 39%	N/A
Derivative assets - interest rate lock commitments	$	186	Discounted cash flow	loan closing rates	73-99%	N/A

Sensitivity of Significant Unobservable Inputs

The following is a discussion of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement, and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement.

Mortgage Servicing Rights

The most significant unobservable inputs used in the fair value measurement of the Company’s mortgage servicing right are discount rates and constant prepayment rates. These two inputs can drive a significant amount of a market participant’s valuation of mortgage servicing rights. Significant increases (decreases) in the discount rate or assumed constant prepayment rates used to value mortgage servicing rights would decrease (increase) the value derived.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

Fair Value of Financial Instruments

The following table presents the carrying amount and estimated fair values of the Company’s financial instruments not carried at fair value and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2020 and December 31, 2019.


			Fair Value Measurements Using
					Quoted Prices in		Significant
					Active Markets		Other		Significant
					for Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
Assets	Value		Value		(Level 1)		(Level 2)		(Level 3)

	(In thousands)
September 30, 2020
Financial assets:
Cash and cash equivalents	$	429,202	$	429,202	$	429,202	$	—	$	—
Securities purchased under agreements to resell		6,616		6,616		—		6,616		—
FHLB stock		70,656		70,656		—		70,656		—
Loans held for sale		3,278,201		3,278,201		—		3,278,201		—
Loans, net		4,857,554		4,847,874		—		—		4,847,874
Interest receivable		19,130		19,130		—		19,130		—
Financial liabilities:
Deposits		7,084,647		7,087,928		5,897,805		1,190,123		—
Short-term subordinated debt		14,960		14,960		—		14,960		—
FHLB advances		1,221,130		1,221,371		—		1,221,371		—
Federal Reserve discount window/PPPLF advances		382,111		382,111		—		382,111		—
Interest payable		3,968		3,968		—		3,968		—


December 31, 2019
Financial assets:
Cash and cash equivalents	$	506,709	$	506,709	$	506,709	$	—	$	—
Securities purchased under agreements to resell		6,723		6,723		—		6,723		—
FHLB stock		20,369		20,369		—		20,369		—
Loans held for sale		2,074,197		2,074,197		—		2,074,197		—
Loans, net		3,012,468		2,999,580		—		—		2,999,580
Interest receivable		18,359		18,359		—		18,359		—
Financial liabilities:
Deposits		5,478,075		5,478,682		3,303,736		2,174,946		—
Lines of credit		6,540		6,540		—		6,540		—
Short-term subordinated debt		12,200		12,200		—		12,200		—
FHLB advances		162,699		162,803		—		162,803		—
Interest payable		11,938		11,938		—		11,938		—

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 9: Earnings Per Share

Earnings per share were computed as follows:


	Three Month Periods Ended September 30,
	2020					2019
			Weighted-	Per				Weighted-	Per
	Net		Average	Share		Net		Average	Share
	Income		Shares	Amount		Income		Shares	Amount
	(In thousands)					(In thousands)
Net income	$	55,002				$	20,259
Dividends on preferred stock		(3,618)					(3,022)
Net income allocated to common shareholders	$	51,384				$	17,237
Basic earnings per share			28,745,614	$	1.79			28,706,438	$	0.60
Effect of dilutive securities-restricted stock awards			32,848					38,515
Diluted earnings per share			28,778,462	$	1.79			28,744,953	$	0.60


	Nine Month Periods Ended September 30,
	2020					2019
			Weighted-	Per				Weighted-	Per
	Net		Average	Share		Net		Average	Share
	Income		Shares	Amount		Income		Shares	Amount
	(In thousands)					(In thousands)
Net income	$	120,747				$	47,268
Dividends on preferred stock		(10,855)					(5,598)
Net income allocated to common shareholders	$	109,892				$	41,670
Basic earnings per share			28,741,395	$	3.82			28,704,682	$	1.45
Effect of dilutive securities-restricted stock awards			25,361					38,229
Diluted earnings per share			28,766,756	$	3.82			28,742,911	$	1.45

Note 10: Share-Based Payment Plans

Equity-based incentive awards are currently issued pursuant to the 2017 Equity Incentive Plan (the “2017 Incentive Plan”). Prior to the adoption of the 2017 Incentive Plan, the equity awards issued historically consisted of restricted stock awards issued pursuant to the Incentive Plan for Merchants Bank Executive Officers (the “Prior Incentive Plan”). As of the effective date of the 2017 Equity Incentive Plan, no further awards will be granted under the Prior Incentive Plan. However, any previously outstanding incentive award granted under the Prior Incentive Plan remains subject to the terms of such plan until the time it is no longer outstanding. During the three months ended September 30, 2020 and 2019, the Company did not issue any shares pursuant to awards issued under these plans. During the nine months ended September 30, 2020 and 2019, the Company issued 36,046 and 10,127 shares, respectively, pursuant to plans.

During 2018, the Compensation Committee of the Board of Directors approved a plan for non-executive directors to receive a portion of their annual retainer fees in the form of shares of common stock equal to $10,000, rounded up to the nearest whole share. There were 3,130 and 2,275 shares issued to non-executive directors during the three and nine months ended September 30, 2020 and 2019, respectively.

Note 11: Segment Information

Our business segments are defined as Multi-family Mortgage Banking, Mortgage Warehousing, and Banking. The reportable business segments are consistent with the internal reporting and evaluation of the principal lines of business of the Company. The Multi-family Mortgage Banking segment originates and services government sponsored mortgages for multi-family and healthcare facilities. The Mortgage Warehousing segment funds agency eligible residential loans from the date of origination or purchase, until the date of sale in the secondary market, as well as commercial loans to non-depository financial institutions. The Banking segment provides a wide range of financial products and services to consumers and businesses, including retail banking, commercial lending, agricultural lending, retail and correspondent

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

residential mortgage banking, and Small Business Administration (“SBA”) lending. Other includes general and administrative expenses that provide services to all segments; internal funds transfer pricing offsets resulting from allocations to/from the other segments, and certain elimination entries and investments in qualified affordable housing limited partnerships. All operations are domestic.

The tables below present selected business segment financial information for the three and nine months ended September 30, 2020 and 2019.


	Multi-family
	Mortgage		Mortgage
	Banking		Warehousing		Banking		Other		Total

	(In thousands)
Three Months Ended September 30, 2020
Interest income	$	245	$	47,321	$	27,628	$	1,064	$	76,258
Interest expense		—		4,546		7,139		(749)		10,936
Net interest income		245		42,775		20,489		1,813		65,322
Provision for loan losses		—		691		2,290		—		2,981
Net interest income after provision for loan losses		245		42,084		18,199		1,813		62,341
Noninterest income		20,471		6,834		12,374		(1,022)		38,657
Noninterest expense		11,955		3,534		7,145		3,750		26,384
Income before income taxes		8,761		45,384		23,428		(2,959)		74,614
Income taxes		2,870		11,591		5,942		(791)		19,612
Net income (loss)	$	5,891	$	33,793	$	17,486	$	(2,168)	$	55,002
Total assets	$	194,624	$	5,179,664	$	4,111,984	$	44,203	$	9,530,475


	Multi-family
	Mortgage		Mortgage
	Banking		Warehousing		Banking		Other		Total

	(In thousands)
Three Months Ended September 30, 2019
Interest income	$	335	$	30,946	$	27,963	$	517	$	59,761
Interest expense		—		16,157		12,738		(1,758)		27,137
Net interest income		335		14,789		15,225		2,275		32,624
Provision for loan losses		—		415		778		—		1,193
Net interest income after provision for loan losses		335		14,374		14,447		2,275		31,431
Noninterest income		9,759		2,699		(867)		(739)		10,852
Noninterest expense		6,088		2,829		3,708		2,897		15,522
Income before income taxes		4,006		14,244		9,872		(1,361)		26,761
Income taxes		1,265		3,320		2,223		(306)		6,502
Net income (loss)	$	2,741	$	10,924	$	7,649	$	(1,055)	$	20,259
Total assets	$	169,283	$	3,529,267	$	2,596,313		42,323	$	6,337,186

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Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Multi-family
	Mortgage		Mortgage
	Banking		Warehousing		Banking		Other		Total

	(In thousands)
Nine Months Ended September 30, 2020
Interest income	$	925	$	119,464	$	82,541	$	1,949	$	204,879
Interest expense		—		24,417		29,323		(3,770)		49,970
Net interest income		925		95,047		53,218		5,719		154,909
Provision for loan losses		—		1,071		6,653		—		7,724
Net interest income after provision for loan losses		925		93,976		46,565		5,719		147,185
Noninterest income		50,160		15,236		22,236		(2,885)		84,747
Noninterest expense		29,771		10,074		18,930		10,184		68,959
Income before income taxes		21,314		99,138		49,871		(7,350)		162,973
Income taxes		6,373		25,196		12,623		(1,966)		42,226
Net income	$	14,941	$	73,942	$	37,248	$	(5,384)	$	120,747
Total assets	$	194,624	$	5,179,664	$	4,111,984	$	44,203	$	9,530,475


	Multi-family
	Mortgage		Mortgage
	Banking		Warehousing		Banking		Other			Total

	(In thousands)
Nine Months Ended September 30, 2019
Interest income	$	1,000	$	67,276	$	78,439	$	1,481	$	148,196
Interest expense		—		35,281		32,929		(4,691)		63,519
Net interest income		1,000		31,995		45,510		6,172		84,677
Provision for loan losses		—		875		1,072		—		1,947
Net interest income after provision for loan losses		1,000		31,120		44,438		6,172		82,730
Noninterest income		20,868		4,593		1,015		(2,090)		24,386
Noninterest expense		15,392		7,955		12,690		8,440		44,477
Income before income taxes		6,476		27,758		32,763		(4,358)		62,639
Income taxes		1,930		6,682		7,937		(1,178)		15,371
Net income	$	4,546	$	21,076	$	24,826	$	(3,180)	$	47,268
Total assets	$	169,283	$	3,529,267	$	2,596,313	$	42,323	$	6,337,186

Note 12: Preferred Stock Offerings

Public Offerings of Preferred Stock:

On March 28, 2019, the Company issued 2,000,000 shares of 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, without par value, and with a liquidation preference of $25.00 per share (the “Series A Preferred Stock”). The aggregate gross offering proceeds for the shares issued by the Company was $50.0 million, and after deducting underwriting discounts and commissions and offering expenses of approximately $1.7 million paid to third parties, the Company received total net proceeds of $48.3 million. On April 12, 2019, the Company issued an additional 81,800 shares of Series A Preferred Stock to the underwriters related to their exercise of an option to purchase additional shares under the associated underwriting agreement, resulting in an additional $2.0 million in net proceeds, after deducting $41,000 in underwriting discounts. The Series A Preferred Stock have no voting rights with respect to matters that generally require the approval of our common shareholders. Dividends on the Series A Preferred Stock, to the extent declared by the Company’s board, are payable quarterly. The Company may redeem the Series A Preferred Stock, in whole or in part, at our option, on any dividend payment date on or after April 1, 2024, subject to the approval of the appropriate federal banking agency, at the liquidation preference, plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

On August 19, 2019, the Company issued 5,000,000 depositary shares, each representing a 1/40^th interest in a share of its 6.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, without par value (the “Series B Preferred Stock”), and with a liquidation preference of $1,000.00 per share (equivalent to $25.00 per depositary share). The aggregate gross offering proceeds for the shares issued by the Company was $125.0 million, and after deducting underwriting discounts and commissions and offering expenses of approximately $4.2 million paid to third parties, the Company received total net proceeds of $120.8 million. The Series B Preferred Stock have no voting rights with respect to matters that generally require the approval of our common shareholders. Dividends on the Series B Preferred Stock, to the extent declared by the Company’s board, are payable quarterly. The Company may redeem the Series A Preferred Stock, in whole or in part, at our option, on any dividend payment date on or after October 1, 2024, subject to the approval of the appropriate federal banking agency, at the liquidation preference, plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption.

Private Placement Offerings of Preferred Stock

The Company previously issued a total of 41,625 shares of 8% Non-Cumulative, Perpetual Preferred Stock, without par value, with a liquidation preference of $1,000.00 per share (8% Preferred Stock”) in private placement offerings. The Company may redeem this Preferred Stock, in whole or in part, at our option, on any dividend payment date on or after December 31, 2020, subject to the approval of the appropriate federal banking agency, at the liquidation preference, plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption.

On June 27, 2019 the Company issued an additional 874,000 shares of its 7.00% Series A Preferred Stock, without par value and with a liquidation preference of $25.00 per share, for aggregate proceeds of $21.85 million. No underwriter or placement agent was involved in this private placement and the Company did not pay any brokerage or underwriting fees or discounts in connection with the issuance of such shares. The shares were purchased primarily by related parties, including Michael Petrie, Chairman and Chief Executive Officer; Randall Rogers, Vice Chairman and a director and members of his family; Michael Dury, President and Chief Executive Officer of MCC; and other accredited investors.

Repurchase of Preferred Stock:

On September 23, 2019 the Company repurchased and subsequently retired 874,000 shares of its 7.00% Series A Preferred Stock, for its liquidation preference of $25 per share, at an aggregate cost of $21.85 million. There were no brokerage fees in connection with the transaction.

Note 13: Recent Accounting Pronouncements

The Company is an emerging growth company and as such will be subject to the effective dates noted for private companies if they differ from the effective dates noted for public companies.

FASB ASU 2016-02, Leases

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, “Leases.” Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date:

●

A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and

●

A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, “Revenue from Contracts with Customers.” The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach.

As an emerging growth company, the amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2021, and for interim periods for years beginning after January 1, 2022. The Company is continuing to evaluate the impact of adopting this new guidance, but it does not expect the adoption to have a material impact on the Company’s financial position or results of operations.

FASB ASU 2016-13, Financial Instruments—Credit Losses

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses”, commonly referred to as “CECL”. The amendments in this ASU replace the incurred loss model with a methodology that reflects the “current expected credit losses” over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. ASU 2016-13 replaces the incurred loss impairment methodology with a new methodology that reflects expected credit losses over the lives of the loans and requires consideration of a broader range of information to form credit loss estimates. The ASU requires an organization to estimate all expected credit losses for financial assets measured at amortized cost, including loans and held-to-maturity debt securities, based on historical experience, current conditions, and reasonable and supportable forecasts. Additional disclosures are required.

As an emerging growth company, the amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Because the Company’s status as an emerging growth company is expected to expire on December 31, 2022, this standard will likely be implemented by December 31, 2022. The Company has established a cross-functional committee that has developed a project plan to review modeling data currently available and technology needed to ensure compliance with this standard. The committee has contracted with a vendor to assist in generating specific loan level details within our core systems, as well as compiling peer and industry data that would be useful in our modeling forecasts. While the Company generally expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, the Company cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the Company’s consolidated financial statements. Management continues to recognize that the implementation of this ASU may increase the balance of the allowance for loan losses and is continuing to evaluate the potential impact on the Company’s financial position and results of operations.

FASB ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350)

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350).” This ASU simplifies the test for goodwill impairment. Specifically, these amendments eliminate Step 2 from the goodwill impairment test and also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.

As an emerging growth company, the amendments in this ASU are effective for annual goodwill impairment tests in fiscal years beginning after December 15, 2022. Management continues to believe that the changes will not have a material effect on the Company’s financial position and results of operations.

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Forward-Looking Statements

Certain statements in this Form 10-Q, including, but not limited to, statements within Management’s Discussion and Analysis of Financial Condition and Results of Operations, are “forward-looking statements” within the meaning of the rules and regulations of the Securities and Exchange Commission (“SEC”). These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized”, and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control, such as the potential impacts of the COVID-19 pandemic. Accordingly, we caution that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including those factors identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019 or “Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q or the following:

●

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;

●

business and economic conditions, particularly those affecting the financial services industry and our primary market areas;

●

our ability to successfully manage our credit risk and the sufficiency of our allowance for loan loss;

●

factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance, including any loans acquired in acquisition transactions;

●

compliance with governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities, and tax matters;

●

our ability to maintain licenses required in connection with multi-family mortgage origination, sale, and servicing operations;

●

our ability to identify and address cyber-security risks, fraud, and systems errors;

●

our ability to effectively execute our strategic plan and manage our growth;

●

changes in our senior management team and our ability to attract, motivate, and retain qualified personnel;

●

governmental monetary and fiscal policies, and changes in market interest rates;

●

liquidity issues, including fluctuations in the fair value and liquidity of the securities we hold for sale and our ability to raise additional capital, if necessary;

●

incremental costs and obligations associated with operating as a public company;

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●

effects of competition from a wide variety of local, regional, national, and other providers of financial, investment and insurance services;

●

the impact of any claims or legal actions to which we may be subject, including any effect on our reputation; and

●

changes in federal tax law or policy.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Form 10-Q. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition at September 30, 2020 and results of operations for the three and nine months ended September 30, 2020 and 2019, is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto, appearing in Part I, Item 1 of this Form 10-Q.

The words “the Company,” “we,” “our” and “us” refer to Merchants Bancorp and its consolidated subsidiaries, unless we indicate otherwise.

Financial Highlights for the Three Months Ended September 30, 2020

●

Net income per common share of $1.79 increased 198% compared to the three months ended September 30, 2019.

●

The $34.7 million, or 171%, increase in net income compared to the three months ended September 30, 2019 was primarily 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.

●

Partially offsetting the increases to net income was a $13.1 million increase in the provision for income taxes due to the 179% increase in pre-tax income, and a $10.9 million, or 70%, increase in noninterest expenses, reflecting higher salaries and employee benefits to support the strong growth in our businesses, as well as increases in loan expenses.

●

Total assets of $9.5 billion increased $3.2 billion, or 50%, compared to December 31, 2019, driven by record-setting loan growth.

●

Return on average assets was 2.34% for the third quarter 2020 compared to 1.35% for the third quarter of 2019.

●

Asset quality remained strong, as delinquent loans (greater than or equal to 30 days past due) declined by 3.9 million, or 31%, since December 31, 2019. Nonperforming loans (nonaccrual and accruing loans greater or equal to 90 days past due) represented $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.

●

As of September 30, 2020, management did not see significant disruption with existing customers related to the COVID-19 pandemic. 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 at September 30, 2020. This compared favorably to the unpaid balances of $80.6 million at June 30, 2020. Despite the positive trends, we maintained $628,000 in our allowance for loan loss reserves for COVID-19 uncertainties as of September 30, 2020.

●

The net interest margin of 2.81% increased 59 basis points compared to 2.22% for the three months ended September 30, 2019. The net interest spread of 2.74% increased by 76 basis points compared to 1.98% for the three months ended September 30, 2019. Our diverse business model is designed to maximize overall profitability in both rising and falling interest rate environments, and unlike many other banks and holding companies, our future profitability relies less upon changes in net interest margin.

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●

We began borrowing from the Paycheck Protection Program Liquidity Facility (“PPPLF”) during the third quarter of 2020 and the Federal Reserve discount window during the second quarter 2020, which has contributed to lower interest expenses and increased borrowing capacity.

●

A 134% increase in warehouse loan volume compared to the three months ended September 30, 2019 was well ahead of industry volume increases of 32%, according to the Mortgage Bankers Association. We have benefited from the increased loan origination and refinancing activity due to lower market interest rates.

●

The volume of loans originated and acquired for sale in the secondary market through our multi-family business increased by $220.5 million, or 88%, compared to the three months ended September 30, 2019.

Business Overview

We are a diversified bank holding company headquartered in Carmel, Indiana and registered under the Bank Holding Company Act of 1956, as amended. We currently operate in and service multiple lines of business, including multi-family housing, mortgage warehouse financing, retail and correspondent residential mortgage banking, agricultural lending, and traditional community banking.

Our business consists primarily of funding low risk loans that sell within 90 days of origination. The sale of loans and servicing fees generated primarily from the multi-family rental real estate loans servicing portfolio contribute to noninterest income. The funding source is primarily from mortgage custodial, municipal, retail, commercial, and brokered deposits. We believe that the combination of net interest income and noninterest income from the sale of low risk profile assets results in lower than industry charge offs and a lower expense base serving to maximize net income and shareholder return.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates are based upon historical experience and on various other assumptions that management believes are reasonable under the current circumstances. These estimates form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We are taking advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

The estimates and judgments that management believes have the most effect on its reported financial position and results of operations are set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. There have been no significant changes in critical accounting policies or the assumptions and judgments utilized in applying these policies since those reported for the year ended December 31, 2019.

Financial Condition

As of September 30, 2020, we had approximately $9.5 billion in total assets, $7.1 billion in deposits, $1.6 billion in borrowings, and $757.1 million in total shareholders’ equity. Total assets as of September 30, 2020 included approximately $429.2 million of cash and cash equivalents, $3.3 billion of loans held for sale and $4.9 billion of loans

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held for investment. It also included $374.7 million of mortgage loans in process of securitization that primarily represent pre-sold multi-family rental real estate loan originations in primarily Government National Mortgage Association (“GNMA”) mortgage backed securities pending settlements that typically occur within 30 days. There were $278.9 million of available for sale securities that are match funded with related custodial deposits. There are restrictions on the types of securities, as these are funded by certain custodial deposits where we set the cost of deposits based on the yield of the related securities. Mortgage servicing rights were $75.8 million at September 30, 2020 based on the fair value of the loan servicing, which are primarily GNMA servicing rights with 10-year call protection.

Comparison of Financial Condition at September 30, 2020 and December 31, 2019

Total Assets. Total assets increased $3.2 billion, or 50%, to $9.5 billion at September 30, 2020 from $6.4 billion at December 31, 2019. The increase was due primarily to increases in loans held for sale of $1.2 billion, net loans receivable of $1.8 billion, mortgage loans in process of securitization of $104.8 million, and FHLB stock of $50.3 million. Partially offsetting the increase was a $77.5 million decrease in cash and cash equivalents and a $11.4 million decrease in securities available for sale.

Cash and Cash Equivalents. Cash and cash equivalents decreased $77.5 million, or 15%, to $429.2 million at September 30, 2020 from $506.7 million at December 31, 2019. The 15% decrease reflected strategies to manage cash and borrowings most cost-effectively for our increased funding activities. Less cash is required to be on hand, as our available lines of credit have increased.

Mortgage Loans in Process of Securitization. Mortgage loans in process of securitization increased $104.8 million, or 39%, to $374.7 million at September 30, 2020, from $269.9 million at December 31, 2019. These represent loans that our banking subsidiary, Merchants Bank, has funded and are held pending settlement, primarily as GNMA mortgage-backed securities with a firm investor commitment to purchase the securities. The 39% increase was primarily due to a significant increase in the volume of loans that had not yet settled with government agencies.

Securities Available for Sale. Securities available for sale decreased $11.4 million, or 4%, to $278.9 million at September 30, 2020. The decrease in securities available for sale was primarily due to purchases of $434.3 million, offset by calls, maturities, sales, and repayments of securities totaling $445.5 million during the period. We invest in available for sale securities primarily using funds from escrow deposits held at Merchants Bank, received in connection with our multi-family mortgage servicing activities. The available for sale securities are funded by, and paired with as to interest rates, escrow custodial deposits held at the Company on loans serviced by us. This portfolio of securities is structured to achieve a favorable interest rate spread.

Federal Home Loan Bank (“FHLB”) stock. FHLB stock increased $50.3 million, or 247%, to $70.7 million at September 30, 2020. The increase in FHLB stock was due primarily to additional borrowing from the FHLB that allows us to manage our liquidity and funding costs more effectively. Additional stock purchases are required by the FHLB in order to facilitate increased borrowing capacity.

Loans Held for Sale. Loans held for sale, comprised primarily of single-family residential real estate loan participations that meet Fannie Mae, Freddie Mac, or GNMA eligibility, increased $1.2 billion, or 59%, to $3.3 billion at September 30, 2020 from $2.1 billion at December 31, 2019. The increase in loans held for sale was due primarily to higher warehouse volumes for the nine months ended September 30, 2020.

Loans Receivable, Net. Loans receivable, net, which are comprised of loans held for investment, increased $1.8 billion, or 61%, to $4.9 billion at September 30, 2020 compared to $3.0 billion at December 31, 2019. The increase in net loans receivable was comprised primarily of:

●

an increase of $882.4 million, or 115%, in mortgage warehouse lines of credit, to $1.6 billion at September 30, 2020,

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an increase of $778.4 million, or 58%, in multi-family and healthcare financing loans, to $2.1 billion at September 30, 2020,

●

an increase of $158.7 million, or 38%, in residential real estate, to $572.5 million at September 30, 2020, and

●

an increase of $21.2 million, or 5%, in commercial and commercial real estate.

The increase in mortgage warehouse lines of credit was primarily due to an increase in single-family refinancing activity associated with lower market interest rates. Our growth in this business was higher than the industry overall. We reported a 169% increase in mortgage warehouse volumes for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, while the forecast is for an 59% industry increase in single-family residential loan volumes for the same period, according to the Mortgage Bankers Association.

The increase in multi-family and healthcare financing was due to higher origination volume for construction, bridge and other loans generated through our multi-family segment that will remain on our balance sheet until they convert to permanent financing or are otherwise paid off over an average of one to three years.

The increase in residential real estate loans was primarily due to growth in first-lien HELOC loans.

The increase in commercial and commercial real estate was due to a significant increase in SBA loans that offset declines in traditional commercial loans. PPP loans totaled $87 million at September 30, 2020.

As of September 30, 2020, approximately 95% of the total net loans at Merchants Bank reprice within three months.

Allowance for Loan Losses. The allowance for loan losses of $23.4 million at September 30, 2020 increased $7.6 million compared to December 31, 2019, primarily reflecting increases associated with loan growth and uncertainties surrounding the COVID-19 pandemic. Loan growth drove approximately $6.5 million, or 85%, of the $7.6 million increase, while additional provision associated with the COVID-19 pandemic represented approximately $628,000, or 8% of the increase.

The $6.5 million increase in the allowance for loan losses associated with loan growth compared to December 31, 2019 was largely driven by the 115% growth in mortgage warehouse loans and 58% growth in multi-family & healthcare financing loans compared to December 31, 2019. Loss factors applied to mortgage warehouse loans have traditionally represented the lowest loss factors of all loan categories utilized to compute allowances for loan losses. At September 30, 2020, the higher concentration of warehouse loans, which have lower loss factors in the allowance, has contributed to the overall percentage of the allowance for loan losses to total loans to decrease by 3 basis points, from .52% at December 31, 2019, to .48% at September 30, 2020.

The Company has minimal direct exposure to consumer, commercial, and other small businesses that may be negatively impacted by COVID-19, but management has analyzed and increased the qualitative factors in these and other loan categories for potential future loan losses attributable to COVID-19. Accordingly, the Company increased the allowance by approximately $628,000 since December 31, 2019. As of September 30, 2020, management did not see significant disruption with existing customers related to COVID-19. 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. If any of these 11 loans were not already classified on the Special Mention (Watch) list, they have been added to a new category of Special Mention (Watch) loans specifically related to COVID-19 deferral arrangements. 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 with additional increases to its provision for loan losses as developments occur throughout the remainder of 2020.

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Also influencing the overall level of the allowance for loan losses is our differentiated strategy to typically hold loans with shorter durations and to maintain strict underwriting standards that enable us to sell the majority of our loans while meeting the criteria of government agencies.

Goodwill. Goodwill of $15.8 million at September 30, 2020 remained unchanged compared to December 31, 2019. As of September 30, 2020, the Company’s market capitalization was above its book value, despite stock market volatility related to the COVID-19 pandemic. Given the continued strength of the Company’s results, we do not believe there exists any impairment to goodwill or intangible assets.

Mortgage Servicing Rights. Mortgage servicing rights increased $1.4 million, or 2%, to $75.8 million at September 30, 2020 compared to $74.4 million at December 31, 2019. During the nine months ended September 30, 2020, originated and purchased servicing of $14.4 million was offset by paydowns of $5.1 million and a fair value decrease of $8.0 million. Mortgage servicing rights are recognized in connection with sales of loans when we retain servicing of the sold loans, as well as upon purchases of loan servicing portfolios. The mortgage servicing rights are recorded and carried at fair value. The fair value decrease recorded during the nine months ended September 30, 2020 was driven primarily by the decline in short term interest rates that drive the valuation of escrow deposits held in conjunction with the servicing, and the decline in mortgage rates that increased borrower prepayment assumptions. Further decreases in interest rates could result in additional reductions to fair market values. The opposite could occur if interest rates increase.

Deposits. Deposits increased $1.6 billion, or 29%, to $7.1 billion at September 30, 2020 from $5.5 billion at December 31, 2019. The increase was primarily due to growth in traditional and brokered demand accounts that were partially offset by lower levels of brokered certificates of deposits, as we shifted to utilize more cost-effective funding to match the expected duration of our loans, including borrowing through the Federal Reserve discount window.

Demand deposits increased $2.0 billion, or 97%, to $4.1 billion at September 30, 2020, while savings deposits increased $557.8 million, or 46%, to $1.8 billion at September 30, 2020. Certificates of deposit accounts decreased $987.5 million, or 45%, to $1.2 billion at September 30, 2020, primarily driven by the decrease in brokered deposits outstanding period to period.

We have decreased our use of total brokered deposits by 20%, to $1.7 billion at September 30, 2020 from $2.2 billion at December 31, 2019.

●

Brokered certificates of deposit accounts decreased $1.1 billion, or 55%, to $882.6 million at September 30, 2020 from $2.0 billion at December 31, 2019. The decrease reflected our shift to utilize more cost-effective funding to match the expected duration of our loans, including borrowing through the Federal Reserve discount window and the PPPLF.

●

Brokered savings deposits increased $140.5 million, or 76%, to $325.1 million at September 30, 2020 from $184.6 million at December 31, 2019.

●

Brokered demand deposit accounts increased by $510.2 million, to $520.2 million at September 30, 2020 from $10.0 million at December 31, 2019.

Although our brokered deposits are short-term in nature, they may be more rate sensitive compared to other sources of funding. In the future, those depositors may not replace their brokered deposits with us as they mature, or we may have to pay a higher rate of interest to keep those deposits or to replace them with other deposits or other sources of funds. Not being able to maintain or replace those deposits as they mature would adversely affect our liquidity. Additionally, if Merchants Bank does not maintain its well-capitalized position, it may not accept or renew any brokered deposits without a waiver granted by the FDIC.

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Total interest-bearing deposits increased $1.2 billion, or 23%, to $6.4 billion at September 30, 2020, primarily due to the increase in custodial deposits from customers that are experiencing significant refinancing activity. Total noninterest-bearing deposits increased $394.0 million, or 145%, to $666.0 million at September 30, 2020.

Borrowings. Borrowings totaled $1.6 billion at September 30, 2020, an increase of $1.4 billion, or 792%, from December 31, 2019, in order to maintain an appropriate level of cash to fund our businesses. Depending on rates and timing, borrowing can be, and has been during the nine months ended September 30, 2020, a more effective liquidity management alternative than utilizing brokered certificates of deposits. The Company has also started utilizing the Federal Reserve’s discount window and PPPLF which is contributing to lower interest expenses.

During this time of unprecedented loan growth at Merchants, we also increased our borrowing capacity based on available collateral. As of September 30, 2020, we had $2.5 billion in unused lines of credit, compared to $1.5 billion at December 31, 2019.

Total Shareholders’ Equity. Total shareholders’ equity increased $103.4 million, or 16%, to $757.1 million at September 30, 2020 compared to December 31, 2019. The increase resulted primarily from net income of $120.7 million, which was partially offset by dividends paid on common and preferred shares of $6.9 million and $10.9 million, respectively, during the period.

Asset Quality

In response to the COVID-19 pandemic, we migrated employees to work-from-home arrangements in mid-March 2020 and continued operating without disruption to our customers. Most employees returned to the office part-time as of September 2020. We have also assessed our internal control environment and believe we have the necessary precautions in place to ensure business continuity.

The Company believes it has minimal direct exposure to consumer, commercial and other small businesses that may be negatively impacted by COVID-19. As of September 30, 2020, we 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. Management has also assisted small businesses that could benefit from the CARES Act, particularly in the SBA’s Paycheck Protection Program (“PPP”). As of September 30, 2020, the Company has funded approximately $87 million in loans to small businesses under this program since it launched on April 3, 2020.

Total nonperforming loans (nonaccrual and greater than 90 days late but still accruing) 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 $6.1 million, or 0.22%, at September 30, 2019. The increase compared to December 31, 2019 was primarily related to one collateralized agricultural loan that was delinquent greater than 90 days, with repayment still anticipated.

As a percentage of nonperforming loans, the allowance for loan losses was 295.9% at September 30, 2020 compared to 338.6% at December 31, 2019 and 223.5% at September 30, 2019. The changes compared to both periods were primarily due to the changes in the nonperforming loans.

Total loans greater than 30 days past due were $8.7 million at September 30, 2020, $12.6 million at December 31, 2019, and $9.2 million at September 30, 2019.

Traditional Special Mention (Watch) loans were $107.4 million at September 30, 2020, compared to $60.3 million at December 31, 2019 and $56.1 million at September 30, 2019. The increases primarily reflected outstanding balances of certain multi-family projects that have experienced cost over-runs funded by the borrower and lower than projected rent collections and occupancy levels, all of which have contributed to lower than projected cash flow of the projects. An additional category of Special Mention (Watch) loans was added as of June 30, 2020, and as of September 30, 2020 included $1.0 million in arrangements related to COVID-19 deferral plans that were not already included in the

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traditional Special Mention loans category. Classified (substandard, doubtful and loss) loans were $16.0 million at September 30, 2020, $12.5 million at December 31, 2019 and $14.1 million at September 30, 2019. Although we currently do not anticipate COVID-19 to have a material increase to Special Mention or Classified loans, given the industries in which we provide funding, we continue to monitor the situation.

During the three months ended September 30, 2020 there were $104,000 of charge-offs and $62,000 of recoveries, compared to $107,000 of charge-offs and $15,000 of recoveries for the three months ended September 30, 2019.

For the nine months ended September 30, 2020, there were $236,000 of charge-offs and $106,000 of recoveries, compared to $964,000 of charge-offs and $18,000 of recoveries for the nine months ended September 30, 2019.

Comparison of Operating Results for the Three Months Ended September 30, 2020 and 2019

General. Net income for the three months ended September 30, 2020 was $55.0 million, an increase of $34.7 million, or 171%, from net income of $20.3 million for the three months ended September 30, 2019. The increase was primarily due to a $32.7 million, or 100% increase in net interest income that reflected significant growth in mortgage warehouse and multi-family loans, and an increase of $21.2 million, or 255% increase in gain on sale of loans, primarily from higher growth in single-family and multi-family mortgages. Also contributing to the increase in net income was a $4.1 million, or 153%, increase in mortgage warehouse fees and a $767,000 increase in loan servicing fees that reflected a lower negative fair market value adjustment to mortgage servicing rights.

Partially offsetting the increases to net income was a $13.1 million increase in the provision for income taxes due to the 179% increase in pre-tax income, and a $10.9 million increase in noninterest expenses, reflecting higher salaries and employee benefits to support the strong growth in our businesses, as well as increases in loan expenses from higher volume.

Net Interest Income. Net interest income increased $32.7 million, or 100%, to $65.3 million for the three months ended September 30, 2020, compared with the three months ended September 30, 2019. The 100% increase was due to a $3.4 billion increase in our average interest earning assets and a 76 basis point increase in our interest rate spread, to 2.74%, for the three months ended September 30, 2020 from 1.98% for the three months ended September 30, 2019.

Our net interest margin increased 59 basis points, to 2.81%, for the three months ended September 30, 2020 from 2.22% for the three months ended September 30, 2019. The increase in net interest margin reflected lower funding costs that outpaced the lower overall market interest rates on loans.

Interest Income. Interest income increased $16.5 million, or 28%, to $76.3 million for the three months ended September 30, 2020, compared with the three months ended September 30, 2019. This increase was primarily attributable to a $19.1 million increase in interest on loans and loans held for sale from higher volumes and was partially offset by lower overall market interest rates.

The average balance of loans, including loans held for sale, during the three months ended September 30, 2020 increased $3.2 billion, or 68%, to $7.9 billion from $4.7 billion for the three months ended September 30, 2019, while the average yield on loans decreased 83 basis points, to 3.61%, for the three months ended September 30, 2020, compared to 4.44% for the three months ended September 30, 2019. The increase in average balances of loans and loans held for sale was primarily due to significant increases in warehouse funding and multi-family volume. The decrease in the average yield on loans was due to the overall decrease in interest rates in the economy period to period.

The average balance of mortgage loans in process of securitization increased $286.4 million, or 176%, to $449.3 million for the three months ended September 30, 2020, compared to $162.9 million for the three months ended September 30, 2019, while the average yield decreased 58 basis points to 2.88% for the three months ended September 30, 2020.

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The average balance of interest-earning deposits and other decreased $82.6 million, or 12%, to $587.8 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019, while the average yield decreased 184 basis points, to 0.46%, for the three months ended September 30, 2020.

Interest Expense. Total interest expense decreased $16.2 million, or 60%, to $10.9 million for the three months ended September 30, 2020, compared with the three months ended September 30, 2019.

Interest expense on deposits decreased $16.9 million, or 65%, to $9.1 million for the three months ended September 30, 2020 from the three months ended September 30, 2019. The decrease was attributable to a 152 basis point decrease in the average cost of interest-bearing deposits, to 0.50% for the three months ended September 30, 2020 from 2.02% for the same period in 2019. The decrease in the cost of deposits was primarily due to custodial interest-bearing checking accounts that are tied to lower short-term LIBOR rates, lower rates on brokered certificates of deposits, and the overall decrease in interest rates in the economy period to period. The lower rates were partially offset by a $2.1 billion, or 42%, increase in the average balance of interest-bearing deposits, to $7.2 billion compared to the balance at September 30, 2019. The increase in the average balance of interest-bearing deposits was primarily due to interest-bearing checking accounts and money market accounts.

Interest expense on borrowings increased $734,000 or 67%, to $1.8 million for the three months ended September 30, 2020 from $1.1 million for the three months ended September 30, 2019. The increase was due primarily to a $740.4 million, or 1,243%, increase in the average balance of borrowings outstanding for the three months ended September 30, 2020 that was partially offset by a 640 basis point decrease in the average cost of borrowings to 0.91%, compared to 7.31% for the three months ended September 30, 2019. The higher average balances for the three months ended September 30, 2020 reflected an increase in borrowing from the FHLB, the Federal Reserve discount window, and the PPPLF at much lower rates. Also included in borrowings, our warehouse structured financing agreements provide for an additional interest payment for a portion of the earnings generated. As a result, the cost of borrowings increased from a base rate of 0.40% and 3.29%, to an effective rate of 0.91% and 7.31% for the three months ended September 30, 2020 and 2019, respectively.

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The following table presents, for the periods indicated, information about (i) average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin. Yields have been calculated on a pre-tax basis. Nonaccrual loans are included in loans and loans held for sale.


	Three Months Ended September 30,
	2020						2019
			Interest						Interest
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate

	(Dollars in thousands)
Assets:
Interest-bearing deposits, and other	$	587,804	$	683	0.46	%	$	670,399	$	3,888	2.30	%
Securities available for sale - taxable		269,896		431	0.64	%		278,314		1,604	2.29	%
Securities available for sale - tax exempt		5,145		37	2.86	%		9,032		68	2.99	%
Mortgage loans in process of securitization		449,336		3,250	2.88	%		162,915		1,422	3.46	%
Loans and loans held for sale		7,923,726		71,857	3.61	%		4,718,771		52,779	4.44	%
Total interest-earning assets		9,235,907		76,258	3.28	%		5,839,431		59,761	4.06	%
Allowance for loan losses		(21,585)						(12,990)
Noninterest-earning assets		195,128						183,399
Total assets	$	9,409,450					$	6,009,840

Liabilities/Equity:
Interest-bearing checking	$	3,890,865	$	1,368	0.14	%	$	1,951,613	$	9,253	1.88	%
Savings deposits		180,931		34	0.07	%		152,509		85	0.22	%
Money market		1,578,956		3,861	0.97	%		977,228		4,698	1.91	%
Certificates of deposit		1,589,852		3,841	0.96	%		2,032,619		12,003	2.34	%
Total interest-bearing deposits		7,240,604		9,104	0.50	%		5,113,969		26,039	2.02	%
Borrowings		800,021		1,832	0.91	%		59,585		1,098	7.31	%
Total interest-bearing liabilities		8,040,625		10,936	0.54	%		5,173,554		27,137	2.08	%
Noninterest-bearing deposits		579,145						198,832
Noninterest-bearing liabilities		57,147						69,722
Total liabilities		8,676,917						5,442,108
Equity		732,533						567,732
Total liabilities and equity	$	9,409,450					$	6,009,840
Net interest income			$	65,322					$	32,624
Interest rate spread					2.74	%					1.98	%
Net interest-earning assets	$	1,195,282					$	665,877
Net interest margin					2.81	%					2.22	%
Average interest-earning assets to average interest-bearing liabilities					114.87	%					112.87	%

Provision for Loan Losses. We recorded a provision for loan losses of $3.0 million for the three months ended September 30, 2020, an increase of $1.8 million, over the three months ended September 30, 2019. The allowance for loan losses was $23.4 million, or 0.48% of loans receivable, at September 30, 2020, compared to $15.8 million, or 0.52% of loans receivable at December 31, 2019, and $13.7 million, or 0.50%, at September 30, 2019. The increases in the allowance for loan losses compared to both prior periods reflected increases associated with loan growth and uncertainties surrounding COVID-19. Additional details are provided in the Allowance for Loan Losses portion of the Comparison of Financial Condition at September 30, 2020 and December 31, 2019. While it is 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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Noninterest Income. Noninterest income increased $27.8 million, or 256%, to $38.7 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. The increase was primarily due to a $21.2 million, or 255%, increase in gain on sale of loans, to $29.5 million, for the three months ended September 30, 2020 compared to $8.3 million for the three months ended September 30, 2019, primarily from an increase in volume from single-family and multi-family mortgage loans.

A summary of the gain on sale of loans for the three months ended September 30, 2020 and 2019 is below:


		Gain on Sale of Loans
		Three Months Ended
		September 30,		June 30,		September 30,
		2020		2020		2019

		(in thousands)
Loan Type
Multi-family	$	14,872	$	6,839	$	7,582
Single-family		14,093		10,059		724
Small Business Association (SBA)		533		186		6
Total	$	29,498	$	17,084	$	8,312

Also contributing to the increase in noninterest income was a $4.1 million increase in mortgage warehouse fees that reached $6.8 million for the three months ended September 30, 2020, related to the significant increase in loan volume compared to the same period in the prior year.

Additionally, a $767,000 increase in loan servicing fees included a $971,000 negative adjustment to the fair value of mortgage servicing rights for the three months ended September 30, 2020, compared to a negative adjustment of $1.5 million for the three months ended September 30, 2019.

Noninterest Expense. Noninterest expense increased $10.9 million, or 70%, to $26.4 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. The increase was due primarily to a $7.4 million, or 81% increase in salaries and employee benefits to support business growth, with commissions representing $4.6 million of that increase. Also contributing to the increase was a $1.7 million increase in loan expenses. The efficiency ratio was at 25.4% in the three months ended September 30, 2020, compared with 35.7% in the three months ended September 30, 2019.

Income Taxes. Income tax expense increased $13.1 million, or 202%, to $19.6 million for the three months ended September 30, 2020 from the three months ended September 30, 2019. The increase was due primarily to a 179% increase in pretax income period to period. The effective tax rate was 26.3% for the three months ended September 30, 2020 and 24.3% for the three months ended September 30, 2019.

Comparison of Operating Results for the Nine Months Ended September 30, 2020 and 2019

General. Net income for the nine months ended September 30, 2020 was $120.7 million, an increase of $73.5 million, or 155%, compared to the nine months ended September 30, 2019. The increase was primarily due to a $70.2 million increase in net interest income, a $47.7 million increase in gain on sale of loans, and a $10.5 million increase in mortgage warehouse fees. Partially offsetting the increases was a $26.9 million increase in the provision for income taxes, a $24.5 million increase in noninterest expenses, a $5.8 million increase in the provision for loan losses, and a $1.6 million decrease in loan servicing fees related primarily to negative fair market value adjustments to mortgage servicing rights.

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Net Interest Income. Net interest income increased $70.2 million, or 83%, to $154.9 million for the nine months ended September 30, 2020, compared with the nine months ended September 30, 2019. The increase was due to a $3.4 billion increase in our average interest earning assets and a 25 basis point increase in our interest rate spread, to 2.45%, for the nine months ended September 30, 2020 from 2.20% for the nine months ended September 30, 2019.

Our net interest margin increased 11 basis points, to 2.56%, for the nine months ended September 30, 2020 from 2.45% for the nine months ended September 30, 2019. The increase in net interest margin reflected lower funding costs that outpaced the lower overall market interest rates on loans compared to the nine months ended September 30, 2019.

Interest Income. Interest income increased $56.7 million, or 38%, to $204.9 million for the nine months ended September 30, 2020, compared with the nine months ended September 30, 2019. This increase was primarily attributable to a $59.8 million increase in interest on loans and loans held for sale and a $4.1 million increase in interest on mortgage loans in process of securitization, which was partially offset by a decrease of securities available for sale and other interest-bearing assets.

The average balance of loans, including loans held for sale, during the nine months ended September 30, 2020 increased $2.9 billion, or 80%, to $6.6 billion from $3.7 billion for the nine months ended September 30, 2019, reflecting significant increases in warehouse funding and multi-family volume. The average yield on loans decreased 88 basis points, to 3.82%, for the nine months ended September 30, 2020, compared to 4.70% for the nine months ended September 30, 2019, due to the overall decrease in interest rates in the economy period to period.

The average balance of interest-earning deposits and other increased $283.6 million, or 57%, to $778.3 million for the nine months ended September 30, 2020 from $494.6 million for the nine months ended September 30, 2019, while the average yield decreased 182 basis points, to 0.70%, for the nine months ended September 30, 2020.

The average balance of mortgage loans in process of securitization increased $220.2 million, or 141%, to $376.0 million for the nine months ended September 30, 2020, compared to $155.8 million for the nine months ended September 30, 2019, while the average yield decreased 76 basis points to 3.05% for the nine months ended September 30, 2020.

Interest Expense. Total interest expense decreased $13.5 million, or 21%, to $50.0 million for the nine months ended September 30, 2020, compared with the nine months ended September 30, 2019.

Interest expense on deposits decreased $14.5 million, or 24%, to $45.1 million for the nine months ended September 30, 2020 from the nine months ended September 30, 2019. The decrease was attributable to 108 basis point decrease in the average cost of interest-bearing deposits, to 0.92% for the nine months ended September 30, 2020 from 2.00% for the same period in 2019, primarily due to the overall decrease in interest rates in the economy period to period. Offsetting the lower average cost was an increase in the average balance of interest-bearing deposits of $2.5 billion, or 64%, to $6.5 billion for the nine months ended September 30, 2020, reflecting growth in interest-bearing checking accounts and certificates of deposit.

Interest expense on borrowings increased $929,000, or 24%, to $4.8 million for the nine months ended September 30, 2020 from $3.9 million for the nine months ended September 30, 2019. The increase was due primarily to a $448.4 million, or 507%, increase in the average balance of borrowings outstanding for the nine months ended September 30, 2020 that was nearly offset by a 471 basis point decrease in the average cost of borrowings of 1.20%, compared to 5.91% for the nine months ended September 30, 2019. The higher average balances for the nine months ended September 30, 2020 reflected an increase in borrowing from the FHLB, Federal Reserve discount window, and PPPLF at much lower rates. Also included in borrowings, our warehouse structured financing agreements provide for an additional interest payment for a portion of the earnings generated. As a result, the cost of borrowings increased from a base rate of 0.52% and 3.43%, to an effective rate of 1.20% and 5.91% for the nine months ended September 30, 2020 and 2019, respectively.

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	Nine Months Ended September 30,
	2020						2019
			Interest						Interest
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate

	(Dollars in thousands)
Assets:
Interest-bearing deposits, and other	$	778,293	$	4,062	0.70	%	$	494,647	$	9,314	2.52	%
Securities available for sale - taxable		280,225		2,725	1.30	%		279,203		4,632	2.22	%
Securities available for sale - tax exempt		5,248		112	2.85	%		10,169		217	2.85	%
Mortgage loans in process of securitization		375,993		8,580	3.05	%		155,779		4,434	3.81	%
Loans and loans held for sale		6,628,883		189,400	3.82	%		3,689,208		129,599	4.70	%
Total interest-earning assets		8,068,642		204,879	3.39	%		4,629,006		148,196	4.28	%
Allowance for loan losses		(18,977)						(13,054)
Noninterest-earning assets		188,976						182,158
Total assets	$	8,238,641					$	4,798,110

Liabilities/Equity:

Interest-bearing checking	$	2,874,370	$	10,586	0.49	%	$	1,617,221	$	23,255	1.92	%
Savings deposits		173,570		120	0.09	%		148,137		246	0.22	%
Money market		1,375,667		12,400	1.20	%		943,420		13,631	1.93	%
Certificates of deposit		2,104,225		22,026	1.40	%		1,280,303		22,478	2.35	%
Total interest-bearing deposits		6,527,832		45,132	0.92	%		3,989,081		59,610	2.00	%
Borrowings		536,794		4,838	1.20	%		88,423		3,909	5.91	%
Total interest-bearing liabilities		7,064,626		49,970	0.94	%		4,077,504		63,519	2.08	%
Noninterest-bearing deposits		396,124						166,238
Noninterest-bearing liabilities		79,820						56,277
Total liabilities		7,540,570						4,300,019
Equity		698,071						498,091
Total liabilities and equity	$	8,238,641					$	4,798,110
Net interest income			$	154,909					$	84,677
Interest rate spread					2.45	%					2.20	%
Net interest-earning assets	$	1,004,016					$	551,502
Net interest margin					2.56	%					2.45	%
Average interest-earning assets to average interest-bearing liabilities					114.21	%					113.53	%

Provision for Loan Losses. We recorded a provision for loan losses of $7.7 million for the nine months ended September 30, 2020, an increase of $5.8 million, over the nine months ended September 30, 2019. The allowance for loan losses was $23.4 million, or 0.48% of loans receivable at September 30, 2020, compared to $15.8 million, or 0.52% of loans receivable at December 31, 2019, and $13.7 million, or 0.50%, at September 30, 2019. The increases in the allowance for loan losses compared to both prior periods reflected increases associated with loan growth and uncertainties surrounding COVID-19. Additional details are provided in the Allowance for Loan Losses portion of the Comparison of Financial Condition at September 30, 2020 and December 31, 2019. While it is too early to know the full

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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.

Noninterest Income. Noninterest income increased $60.4 million, or 248%, to $84.7 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. The increase was primarily due to a $47.7 million, or 238%, increase in gain on sale of loans, to $67.7 million, for the nine months ended September 30, 2020 compared to $20.1 million for the same period in 2019, from an increase in the volume of single-family mortgage loans and multi-family rental real estate.

A summary of the gain on sale of loans for the nine months ended September 30, 2020 and 2019 is below:


		Gain on Sale of Loans
		Nine Months Ended
		September 30,
		2020		2019

		(in thousands)
Loan Type
Multi-family	$	40,563	$	18,714
Single-family		26,225		1,280
Small Business Association (SBA)		960		65
Total	$	67,748	$	20,059

Also contributing to the increase in noninterest income was a $10.5 million increase in mortgage warehouse fees that reached $15.1 million for the nine months ended September 30, 2020, related to the significant increase in volume compared to the same period in 2019.

These increases were partially offset by a $1.6 million decrease in loan servicing fees that included a $8.0 million negative adjustment to the fair value of mortgage servicing rights for the nine months ended September 30, 2020, compared to a negative adjustment of $5.9 million for the nine months ended September 30, 2019.

Noninterest Expense. Noninterest expense increased $24.5 million, or 55%, to $69.0 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. The increase was due primarily to a $15.0 million, or 54%, increase in salaries and employee benefits, reflecting an increase in commission expense associated with higher volume and additional employees to support business growth. Also contributing to the increase was a $3.7 million increase in deposit insurance expense related to the growth in deposits and assets. The efficiency ratio was at 28.8% in the nine months ended September 30, 2020, compared with 40.8% in the nine months ended September 30, 2019.

Income Taxes. Income tax expense increased $26.9 million, or 175%, to $42.2 million for the nine months ended September 30, 2020 from the nine months ended September 30, 2019. The increase was due primarily to a 160% increase in pretax income period to period. The effective tax rate was 25.9% for the nine months ended September 30, 2020 and 24.5% for the nine months ended September 30, 2019.

Our Segments

We operate in three primary segments: Multi-family Mortgage Banking, Mortgage Warehousing, and Banking. We believe that Merchants Bank’s subsidiary, Merchants Capital Corp. (“MCC”), which operates in our Multi-Family Mortgage Banking segment, is one of the largest FHA lenders and GNMA servicers in the country based on aggregate loan principal value. As of September 30, 2020, MCC also had a $15.0 billion servicing portfolio for banks and

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investors, including $2.6 billion serviced for Merchants Bank. The servicing portfolio is primarily GNMA loans and is a significant source of our noninterest income and deposits.

Our Mortgage Warehousing segment funds agency eligible loans for non-depository financial institutions from the date of origination or purchase until the date of sale to an investor, which typically takes less than 30 days and is a significant source of our net interest income, loans, and deposits. Mortgage Warehousing has grown to fund over $20 billion of loan principal annually since 2015 and exceeded $46 billion in 2019. Mortgage Warehousing also provides commercial loans and collects deposits related to the mortgage escrow accounts of its customers.

The Banking segment includes retail banking, commercial lending, agricultural lending, retail and correspondent residential mortgage banking, and SBA lending. Banking operates primarily in Indiana and Illinois, except for correspondent mortgage banking which, like Multi-family Mortgage Banking and Mortgage Warehousing, is a national business. The Banking segment has a well-diversified customer and borrower base and has experienced significant growth over the past three years.

Our segments diversify the net income of Merchants Bank and provide synergies across the segments. The strategic opportunities include that MCC loans are funded by Merchants Banking segment and the Banking segment provides GNMA custodial services to MCC. The securities available for sale funded by MCC custodial deposits, as well as loans generated by Merchants Bank, are pledged to the FHLB to provide advance capacity during periods of high residential loan volume for Mortgage Warehousing. Mortgage Warehousing provides leads to correspondent residential lending in the banking segment. Retail and commercial customers provide cross selling opportunities within the banking segment. These and other synergies form a part of our strategic plan.

For the three months ended September 30, 2020 and 2019, we had total net income of $55.0 million and $20.3 million, respectively, and for the nine months ended September 30, 2020 and 2019, we had total net income of $120.7 million and $47.3 million, respectively. Net income for our three segments for the respective periods was as follows:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(In thousands)
Multi-family Mortgage Banking	$	5,891	$	2,741	$	14,941	$	4,546
Mortgage Warehousing		33,793		10,924		73,942		21,076
Banking		17,486		7,649		37,248		24,826
Other		(2,168)		(1,055)		(5,384)		(3,180)

Total	$	55,002	$	20,259	$	120,747	$	47,268

Multi-family Mortgage Banking.

Comparison of results for the three months ended September 30, 2020 and 2019:

The Multi-family Mortgage Banking segment reported net income of $5.9 million for the three months ended September 30, 2020, an increase of $3.2 million, or 115%, from the $2.7 million net income reported for the three months ended September 30, 2019. The growth was primarily due to an increase in gain on sale of loans.

Partially offsetting the increase in gain on sale of loans was a $5.9 million increase in noninterest expenses, primarily due to an increase in salaries and employee benefits associated with higher commissions and additional employees to support growth in volume, in addition to a $1.6 million increase in the provision for income taxes associated with higher pre-tax income compared to the three months ended September 30, 2019.

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The three months ended September 30, 2020 included a $730,000 negative fair value adjustment to mortgage servicing rights, compared with a $1.5 million negative adjustment for the three months ended September 30, 2019.

The volume of loans originated and acquired for sale in the secondary market increased by $220.5 million, to $472.1 million, for the three months ended September 30, 2020 compared to $251.6 million for the three months ended September 30, 2019.

Comparison of results for the nine months ended September 30, 2020 and 2019:

The Multi-family Mortgage Banking segment reported net income of $14.9 million for the nine months ended September 30, 2020, an increase of $10.4 million, or 229%, from the $4.5 million of net income reported for the nine months ended September 30, 2019. The growth was primarily due to an increase in gain on sale of loans.

Partially offsetting the increase in gain on sale of loans was an $14.4 million increase in noninterest expenses, primarily due to an increase in salaries and employee benefits associated with higher commissions and additional employees to support growth in volume, in addition to a $4.4 million increase in the provision for income taxes associated with significantly higher pre-tax income compared to the nine months ended September 30, 2019.

Also partially offsetting the increase in gain on sale of loans compared to the prior year’s period were higher negative fair market value adjustments to mortgage servicing rights. The nine months ended September 30, 2020 included a $8.0 million negative fair value adjustment to mortgage servicing rights, compared with a $5.9 million negative adjustment for the nine months ended September 30, 2019.

The volume of loans originated and acquired for sale in the secondary market increased by $962.3 million, to $1.5 billion, for the nine months ended September 30, 2020 compared to $502.4 million for the nine months ended September 30, 2019.

Mortgage Warehousing.

Comparison of results for the three months ended September 30, 2020 and 2019:

The Mortgage Warehousing segment reported net income for the three months ended September 30, 2020 of $33.8 million, an increase of $22.9 million, or 209%, over the $10.9 million reported for the three months ended September 30, 2019. The higher net income was primarily due to a $27.7 million, or 193%, increase in net interest income after provision for loan losses, associated with significantly higher volume. The volume of loans funded during the three months ended September 30, 2020 amounted to $35.2 billion, an increase of $20.1 billion, or 134%, compared to the same period in 2019. This compared favorably to the 32% industry increase in single-family residential loan volumes from the three months ended September 30, 2019 to the three months ended September 30, 2020, according to the Mortgage Bankers Association. Also contributing to the increase in net income for the three months ended September 30, 2020 compared to the prior year’s period was a $4.1 million, or 153%, increase in noninterest income that was offset by a $8.3 million increase in the provision for income taxes associated with a 219% higher pre-tax income.

Comparison of results for the nine months ended September 30, 2020 and 2019:

The Mortgage Warehousing segment reported net income for the nine months ended September 30, 2020 of $73.9 million, an increase of $52.9 million, or 251%, over the $21.1 million reported for the nine months ended September 30, 2019. The higher net income was primarily due to a $62.9 million, or 202%, increase in net interest income after provision for loan losses, associated with significantly higher volume. The volume of loans funded during the nine months ended September 30, 2020 amounted to $80.5 billion, an increase of $50.6 billion, or 169%, compared to the same period in 2019. This compared favorably to the 59% industry increase in single-family residential loan volumes from the nine months ended September 30, 2019 to the nine months ended September 30, 2020, according to the Mortgage Bankers Association. Also contributing to the increase in net income for the nine months ended September 30,

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2020 compared to the prior year’s period was a $10.6 million, or 232%, increase in noninterest income that was offset by a $18.5 million increase in the provision for income taxes associated with a 257% higher pre-tax income.

Banking.

Comparison of results for the three months ended September 30, 2020 and 2019:

The Banking segment reported net income of $17.5 million for the three months ended September 30, 2020, an increase of $9.8 million, or 129%, over the three months ended September 30, 2019. The increase was primarily due to an $13.2 million increase in noninterest income, reflecting significant growth in gain on sale of single-family mortgage loans. There was also an increase of $3.7 million in net interest income after provision for loan losses. Partially offsetting these increases was a $3.7 million increase in the provision for income tax associated with a 137% increase in pre-tax income, and a $3.4 million increase in noninterest expenses associated with higher loan expenses and salaries to support the increase in single family volume.

Comparison of results for the nine months ended September 30, 2020 and 2019:

The Banking segment reported net income of $37.2 million for the nine months ended September 30, 2020, an increase of $12.4 million, or 50%, over the nine months ended September 30, 2019. The increase was primarily due to a $21.2 million increase in noninterest income, reflecting significant growth in gain on sale of single-family mortgage loans. Partially offsetting this increase was a $5.6 million increase in the provision for loan losses reflecting loan growth and uncertainties associated with COVID-19, as well as a $6.2 million increase in noninterest expenses that reflected higher loan expenses and higher deposit insurance related to the growth in deposits and assets compared to the prior year period.

Liquidity and Capital Resources

Liquidity.

Our primary sources of funds are business and consumer deposits, escrow and custodial deposits, principal and interest payments on loans, and proceeds from sale of loans. While maturities and scheduled amortization of loans are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by market interest rates, economic conditions, and competition. Our most liquid assets are cash, short-term investments, including interest-bearing demand deposits, mortgage loans in process of securitization, and loans held for sale. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by (used in) operating activities was $(1.2) billion and $(1.7) billion for the nine months ended September 30, 2020 and 2019, respectively. Net cash provided by (used in) investing activities, which consists primarily of net change in loans receivable and purchases, sales and maturities of investment securities, was $(1.9) billion and $(698.9) million for the nine months ended September 30, 2020 and 2019, respectively. Net cash provided by financing activities, which is comprised primarily of net change in deposits and borrowings, was $3.0 billion and $2.4 billion for the nine months ended September 30, 2020 and 2019, respectively.

At September 30, 2020, we had $1.3 billion in outstanding commitments to extend credit that are subject to credit risk and $2.7 billion outstanding commitments subject to certain performance criteria and cancellation by the Company, including loans pending closing, unfunded construction draws, and unfunded lines of warehouse credit. We anticipate that we will have sufficient funds available to meet our current loan origination commitments.

Within our role as a multi-family mortgage servicer for other banks and investors, we may be obligated to remit principal and interest payments to investors on certain loans regardless of the borrower’s ability to make payments, which could become more likely as a result of the COVID-19 pandemic. If there are situations where a borrower is

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granted a forbearance, the Company believes it has sufficient liquidity to cover these required advances. We have not received any requests for forbearance in our multi-family portfolio that is serviced for others as of September 30, 2020 but remain confident in our ability to fund potential advances we may be required to make as a result of the COVID-19 pandemic.

Certificates of deposit that are scheduled to mature in less than one year from September 30, 2020 totaled $1.1 billion. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may decide to utilize FHLB advances, the Federal Reserve’s discount window, and PPPLF, or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

Based on available collateral at September 30, 2020, we had access of up to an additional $2.5 billion in unused lines of credit. This liquidity enhances the ability to effectively manage interest expense and assets levels in the future. The Company began utilizing the PPPLF during the three months ended September 30, 2020, and the Federal Reserve’s discount window from the second quarter 2020, which has contributed to lowering interest expenses.

Capital Resources.

The access to and cost of funding new business initiatives, the ability to engage in expanded business activities, the ability to pay dividends, the level of deposit insurance costs and the level and nature of regulatory oversight depend, in part, on our capital position. The Company filed a registration statement on Form S-3 with the SEC on December 30, 2019, which was declared effective on January 9, 2020, and which provides a means to allow us to issue registered securities to finance our growth objectives.

The assessment of capital adequacy depends on a number of factors, including asset quality, liquidity, earnings performance, changing competitive conditions and economic forces. We seek to maintain a strong capital base to support our growth and expansion activities, to provide stability to our current operations and to promote public confidence in our Company.

Shareholders’ Equity. Shareholders’ equity was $757.1 million as of September 30, 2020, compared to $653.7 million as of December 31, 2019. The $103.4 million increase resulted primarily from the net income of $120.7 million, which was partially offset by dividends paid on common and preferred shares of $6.9 million and $10.9 million, respectively, during the period.

7% Preferred Stock. In March 2019 the Company issued 2,000,000 shares of 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, without par value, and with a liquidation preference of $25.00 per share (“Series A Preferred Stock”). The Company received net proceeds of $48.3 million after underwriting discounts, commissions and direct offering expenses. In April 2019, the Company issued an additional 81,800 shares of Series A Preferred Stock to the underwriters related to their exercise of an option to purchase additional shares under the associated underwriting agreement, resulting in an addition $2.0 million in net proceeds, after underwriting discounts.

In June 2019 the Company issued an additional 874,000 shares of Series A Preferred Stock for net proceeds of $21.85 million.

In September 2019 the Company repurchased and subsequently retired 874,000 shares of Series A Preferred Stock at an aggregate cost of $21.85 million. There were no brokerage fees in connection with the transaction.

Dividends on the Series A Preferred Stock, to the extent declared by the Company’s board, are payable quarterly at an annual rate of $1.75 per share through March 31, 2024. After such date, quarterly dividends will accrue and be payable at a floating rate equal to three-month LIBOR plus a spread of 460.5 basis points per year. In the event that three-month LIBOR is less than zero, three-month LIBOR shall be deemed to be zero. The Company may redeem the

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Series A Preferred Stock at its option, subject to regulatory approval, on or after April 1, 2024, as described in the prospectus supplement relating to the offering filed with the SEC on March 22, 2019.

6% Preferred Stock. In August 2019 the Company issued 5,000,000 depositary shares, each representing a 1/40^th interest in a share of its 6.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, without par value, and with a liquidation preference of $1,000.00 per share (equivalent to $25.00 per depositary share)(“Series B Preferred Stock”). After deducting underwriting discounts, commissions, and direct offering expenses, the Company received total net proceeds of $120.8 million.

Dividends on the Series B Preferred Stock, to the extent declared by the Company’s board, are payable quarterly at an annual rate of $60.00 per share (equivalent to $1.50 per depositary share) through December 31, 2024. After such date, quarterly dividends will accrue and be payable at a floating rate equal to three-month LIBOR plus a spread of 456.9 basis points per year. In the event that three-month LIBOR is less than zero, three-month LIBOR shall be deemed to be zero. The Company may redeem the Series B Preferred Stock at its option, subject to regulatory approval, on or after October 1, 2024, as described in the prospectus supplement relating to the offering filed with the SEC on August 13, 2019.

8% Preferred Stock. The Company previously issued a total of 41,625 shares of 8% Non-Cumulative, Perpetual Preferred Stock, without par value, with a liquidation preference of $1,000.00 per share (“8% Preferred Stock”) in private placement offerings.

Dividends on the 8% Preferred Stock, to the extent declared by the Company’s board, are payable quarterly at an annual rate of $80.00 per share. The Company may redeem the 8% Preferred Stock at its option, subject to regulatory approval, on or after December 31, 2020.

Common Shares/Dividends. As of September 30, 2020, the Company had 28,745,614 common shares issued and outstanding. In February 2020, the board of directors declared quarterly dividends at an annual rate of $0.32 per share.

Capital Adequacy.

On November 13, 2019, the federal regulators finalized and adopted a regulatory capital rule establishing a new community bank leverage ratio (“CBLR”), which became effective on January 1, 2020. The intent of CBLR is to provide a simple alternative measure of capital adequacy for electing qualifying depository institutions and depository institution holding companies, as directed under the Economic Growth, Regulatory Relief, and Consumer Protection Act. Under CBLR, if a qualifying depository institution or depository institution holding company elects to use such measure, such institution or holding company will be considered well capitalized if its ratio of Tier 1 capital to average total consolidated assets (i.e., leverage ratio) exceeds 9%, subject to a limited two quarter grace period, during which the leverage ratio cannot go 100 basis points below the then applicable threshold, and will not be required to calculate and report risk-based capital ratios. In April 2020, under the CARES Act, the 9% leverage ratio threshold was temporarily reduced to 8% in response to the COVID-19 pandemic. The threshold will increase to 8.5% in 2021 and return to 9% in 2022. The Company, Merchants Bank, and FMBI elected to begin using CBLR in the first quarter of 2020 and all intend to utilize this measure for the foreseeable future. Eligibility criteria to utilize CBLR includes the following:

●

Total assets of less than $10 billion,

●

Total trading assets plus liabilities of 5% or less of consolidated assets,

●

Total off-balance sheet exposures of 25% or less of consolidated assets,

●

Cannot be an advanced approaches banking organization, and

●

Leverage ratio greater than 9%, or temporarily prescribed threshold established in response to COVID-19.

At September 30, 2020, the Company, Merchants Bank, and FMBI met all of the regulatory capital requirements with Tier 1 leverage capital levels to be classified as well-capitalized, and management is not aware of any conditions or

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events since the most recent regulatory notification that would change the Company’s, Merchants Bank’s, or FMBI’s category.

At September 30, 2020, the Company reported a Tier 1 leverage capital level of $738.5 million, or 7.9% of adjusted total assets, which is slightly below the required level of $744.3 million, or 8.0%. The Company is expected to reach the 8% required level within the permitted two-quarter grace period. Merchants Bank reported a Tier 1 leverage capital level of $727.8 million, or 8.0% of adjusted total assets, which is above the required level of $725.0 million, or 8.0%; FMBI reported a Tier 1 leverage capital level of $23.8 million, or 9.5% of adjusted total assets, which is above the required level of $20.1 million, or 8.0%.

Failure to exceed the leverage ratio threshold required under CBLR in the future, subject to any applicable grace period, would require the Company, Merchants Bank, and/or FMBI to return to the risk-based capital ratio thresholds previously utilized under the fully phased-in Basel III Capital Rules to determine capital adequacy.

Quantitative and Qualitative Disclosures About Market Risk

Market Risk. Market risk represents the risk of loss due to changes in market values of assets and liabilities. We incur market risk in the normal course of business through exposures to market interest rates, equity prices, and credit spreads. We have identified two primary sources of market risk: interest rate risk and price risk related to market demand.

Interest Rate Risk

Our Asset-Liability Committee, or ALCO, is a management committee that manages our interest rate risk within broad policy limits established by our board of directors. In general, we seek to minimize the impact of changing interest rates on net interest income and the economic values of assets and liabilities. Our ALCO meets quarterly to monitor the level of interest rate risk sensitivity to ensure compliance with the board of directors’ approved risk limits.

Income Simulation and Economic Value Analysis. Interest rate risk measurement is calculated and reported to the ALCO at least quarterly. The information reported includes period-end results and identifies any policy limits exceeded, along with an assessment of the policy limit breach and the action plan and timeline for resolution, mitigation, or assumption of the risk.

We use two approaches to model interest rate risk: Net Interest Income at Risk (NII at Risk) and Economic Value of Equity (“EVE”). Under NII at Risk, net interest income is modeled utilizing various assumptions for assets, liabilities, and derivatives. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value as rates change. EVE is a period end measurement.

We report NII at Risk to isolate the change in income related solely to interest-earning assets and interest-bearing liabilities. The NII at Risk results reflect the analysis used quarterly by management. It models gradual -200, -100, +100

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and +200 basis point parallel shifts in market interest rates, implied by the forward yield curve over the next one-year period. The following table presents NII at Risk for Merchants Bank as of September 30, 2020 and December 31, 2019.


	Net Interest Income Sensitivity
	Twelve Months Forward
	- 200			- 100			+ 100			+ 200

	(Dollars in thousands)
September 30, 2020:
Dollar change	$	(18,684)		$	(19,948)		$	22,492		$	47,980
Percent change		(7.2)	%		(7.7)	%		8.7	%		18.5	%

December 31, 2019:
Dollar change	$	(10,311)		$	(16,293)		$	17,501		$	34,703
Percent change		(7.8)	%		(12.3)	%		13.2	%		26.2	%

Our interest rate risk management policy limits the change in our net interest income to 20% for a +/- 100 basis point move in interest rates, and 30% for a +/- 200 basis point move in rates. At September 30, 2020 we estimated that we are within policy limits set by our board of directors for the -200, -100, +100, and +200 basis point scenarios.

The EVE results for Merchants Bank included in the table below reflect the analysis used quarterly by management. It models immediate -200, -100, +100 and +200 basis point parallel shifts in market interest rates.


	Economic Value of Equity
	Sensitivity (Shock)
	Immediate Change in Rates
	- 200			- 100			+ 100			+ 200

	(Dollars in thousands)
September 30, 2020:
Dollar change	$	(2,231)		$	10,056		$	(17,549)		$	(23,327)
Percent change		(0.3)	%		1.4	%		(2.4)	%		(3.2)	%

December 31, 2019:
Dollar change	$	(3)		$	(1,154)		$	(3,130)		$	(7,615)
Percent change		—	%		(0.2)	%		(0.5)	%		(1.2)	%

Our interest rate risk management policy limits the change in our EVE to 15% for a +/- 100 basis point move in interest rates, and 20% for a +/- 200 basis point move in rates. We are within policy limits set by our board of directors for the -200, -100, +100 and +200 basis point scenarios. The EVE reported at September 30, 2020 projects that as interest rates increase (decrease) immediately, the economic value of equity position will be expected to decrease (increase). When interest rates rise, fixed rate assets generally lose economic value; the longer the duration, the greater the value lost. The opposite is true when interest rates fall.

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Merchants Bancorp

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

The information required under this item is included as part of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q under the headings “Liquidity and Capital Resources” and “Interest Rate Risk.”

ITEM 4 Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2020, the Company’s disclosure controls and procedures were effective.

(b) Changes in internal control.

There have been no changes in the Company's internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Merchants Bancorp

Part II

Other Information

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors

In addition to the risk factors previously disclosed in the “Risk Factors” section included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the Company made the following update in its Form 10-Q for the quarter ended March 31, 2020, which has been further updated below for information as of September 30, 2020:

The current COVID-19 pandemic could adversely affect our business operations, asset valuations, financial condition, and results of operations.

We are unable to estimate the near-term and ultimate impacts of the COVID-19 pandemic on our business and operations at this time. It is unknown how long the COVID-19 pandemic will last, or when restrictions on individuals and businesses will be lifted and businesses and their employees will be able to resume normal activities. Additional information may emerge regarding the severity of COVID-19 and additional actions may be taken by federal, state, and local governments to contain COVID-19 or treat its impact.

While the COVID-19 pandemic has minimally impacted our business and as of September 30, 2020 we had deferred payments on only 11 loans with unpaid balances of $1.6 million that represent less than 0.02% of total loans and loans held for sale, and we believe deferrals may better position customers to resume their regular payments to us in the future, these deferrals, and any additional deferrals may negatively impact our revenue and other results of operations at least in the near term, may produce additional requests for deferrals and/or for extensions and modifications beyond what we anticipate, and we may not be as successful as we expect in managing our credit risk, resulting in higher credit losses in our lending portfolio.

Additionally, the COVID-19 pandemic could cause further increases to our allowance for credit losses, impairment of our goodwill and other financial assets, diminished access to capital markets and other funding sources, and reduced demand for our products and services. Further, although the Federal Reserve’s monetary policies to date have been accommodative and may benefit us to some degree by supporting economic activity of our customers, sudden shifts in the Federal Reserve’s policies may impact our ability to grow and/or effectively manage interest-rate risk. While we continue to anticipate that our capital and liquidity positions will be sufficient, sustained adverse effects may impair these positions or prevent us from satisfying our minimum regulatory capital ratios and other supervisory requirements.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

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ITEM 6. Exhibits


Exhibit
Number		Description

3.1		First Amended and Restated Articles of Incorporation of Merchants Bancorp. (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333- 220623) filed on September 25, 2018)

3.2		Articles of Amendment to the First Amended and Restated Articles of Incorporation dated March 27, 2019 designating the 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock. (incorporated by reference to Exhibit 3.2 of the registration statement on Form 8-A filed on March 28, 2019)

3.3		Articles of Amendment to the First Amended and Restated Articles of Incorporation dated August 19, 2019 designating the 6.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock. (incorporated by reference to Exhibit 3.3 of the registration statement on Form 8-A filed on August 19, 2019)

3.4		Second Amended and Restated By-Laws of Merchants Bancorp. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on November 20, 2018)

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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Merchants Bancorp

SIGNATURES

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 thereunto duly authorized.


			Merchants Bancorp

Date:	November 9, 2020	By:	/s/ Michael F. Petrie
			Michael F. Petrie
			Chairman & Chief Executive Officer



Date:	November 9, 2020	By:	/s/ John F. Macke
			John F. Macke Chief Financial Officer
			(Principal Financial & Accounting Officer)