Filed pursuant to Rule 433

Registration Statement No. 333-266672

 

September 22, 2022

Preferred Stock Offering Investor Presentation September 2022 1

 

 

Disclaimers Merchants Bancorp (the “Company” or the “Holding Company”) is conducting an offering of depositary shares of the Company’s Fixed Rate Reset Series D Non - Cumulative Perpetual Preferred Stock . This presentation may contain “forward - looking statements” within the meaning of meaning of Section 27 A of the Securities Act, Section 21 E of the Securities Exchange Act of 1934 , as amended, and the U . S . Private Securities Litigation Reform Act of 1995 . These forward - looking statements reflect management's 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,” “will likely result,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” “aim,” “annualized,” “would” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward - looking nature . These forward - looking statements are not historical facts, and are based on current expectations, estimates and projections about the Company's industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control . Accordingly, we caution you 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 . Forward - looking statements speak only as of the date they are made and are inherently subject to uncertainties and changes in circumstances, including those described under the heading “Risk Factors” in the Company’s latest Annual Report on Form 10 - K, filed with the Securities and Exchange Commission (“SEC”) . Forward - looking statements are not guarantees of future performance and should not be relied upon as representing management’s views as of any subsequent date . The Company undertakes no obligation to update forward - looking statements, whether as a result of new information, future events or otherwise, except as may be required by law . This presentation is not an offer to sell securities, nor is it a solicitation of an offer to buy securities in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction . Neither the SEC nor any other regulatory body has approved or disapproved of the securities of the Company or passed upon the accuracy or adequacy of this presentation . Any representation to the contrary is a criminal offense . Except as otherwise indicated, this presentation speaks as of the date hereof . The delivery of this presentation shall not, under any circumstances, create any implication there has been no change in the affairs of the Company after the date hereof . This presentation includes industry and market data that we obtained from periodic industry publications, third - party studies and surveys . Although we believe this industry and market data is reliable as of the date of this presentation, this information could prove to be inaccurate . Industry and market data could be inaccurate because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties . In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein . This presentation contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”) . Management uses these “non - GAAP” measures in its analysis of our performance . Management believes that these non - GAAP financial measures allow for better comparability with prior periods, as well as with peers in the industry who provide a similar presentation, and provide a further understanding of our ongoing operations . These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non - GAAP performance measures that may be presented by other companies . A reconciliation of the non - GAAP measures used in this presentation to the most directly comparable GAAP measures is provided in the Appendix to this presentation . The Company has filed a registration statement (including a prospectus) and a preliminary prospectus (which is subject to completion) with the SEC for the offering of shares of Preferred Stock to which this communication relates . Before you invest in the shares of Preferred Stock, you should read the prospectus in that registration statement, the preliminary prospectus supplement, the final prospectus supplement (when available) and the other documents the Company has filed with the SEC for more complete information about the Company and the offering of shares of Preferred Stock . You may get these documents for free by visiting the SEC web site at www . sec . gov . Alternatively, you may obtain a copy of the prospectus and preliminary prospectus supplement by contacting : Piper Sandler Companies, L . P . , Attn : Syndicate, 1251 Avenue of the Americas, 6 th Floor, New York, NY 10020 , Tel : 1 - 866 - 805 - 4128 , Email : fsgsyndicate@psc . com , UBS Securities LLC toll - free at 1 - 888 - 827 - 7275 , or Morgan Stanley & Co . LLC toll - free at 1 - 866 - 718 - 1649 2

 

 

Terms of Perpetual Preferred Equity Offering Issuer Merchants Bancorp Security Series D Non-Cumulative Perpetual Preferred Stock (Depositary shares 1/40) Ticker MBINM Issuance Type SEC Registered Offering Size $100 Million Security Rating Ba3 from Moody's Investors Service Structure/Maturity Fixed-Rate Reset / Perpetual Dividend Payments Dividends will accrue and be payable, quarterly in arrears, (i) from and including the date of original issuance to, but excluding October 1, 2027 (the “First Reset Date”) or the date of earlier redemption, at a rate of % per annum, on January 1, April 1, July 1, and October 1 of each year, commencing on January 1, 2023, and (ii) from and including the First Reset Date, during each reset period, at a rate per annum equal to the [five-year treasury rate] as of the most recent reset dividend determination date plus %, on January 1, April 1, July 1, and October 1 of each year, beginning on the First Reset Date, except in each case where such day is not a business day. Optional Redemption The issuer may redeem the Series D preferred stock at our option, subject to regulatory approval, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the redemption date, (i) in whole or in part, from time to time, on any Dividend Payment Date (as defined herein) on or after October 1, 2027 or (ii) in whole, but not in part, at any time within 90 days following a Regulatory Capital Treatment Event (as defined herein). Use of Proceeds Merchants Bancorp intends to use the net proceeds from this offering for general corporate purposes, including to support balance sheet growth of Merchants Bank. Joint Underwriters 3

 

 

Key Highlights x Merchants operates a unique business model that consists of well - diversified revenue streams and strong positioning through any economic or interest rate cycle x Three principal business lines of Multi - Family Mortgage Banking, Mortgage Warehousing, and Banking offer superior return profile x Well - positioned to benefit in various interest rate scenarios x Complementary business lines provide referral, operating, and funding synergies x Robust return profile within the top of the industry, resulting in strong levels of capital generation. Merchants has grown in a balanced manner over time x Continued revenue diversification is expected to reduce earnings volatility over time x Low risk, quickly turning assets, combined with an efficient cost structure have resulted in better than industry financial performance and liquidity x Diversified loan portfolio with pristine asset quality. N et charge - offs of ~0.0% of average loans for 2022 x Minimal direct exposure to consumer, commercial and other small businesses likely to be negatively impacted by the COVID - 19 pandemic x Approximately 96% of Merchants Bank’s loans reprice in 30 days or less x Access to multiple and differentiated sources of funding x Including traditional branch - based retail deposits, custodial escrow deposits, brokered deposits, online deposits, Federal Home Loan Bank borrowings, and Federal Reserve Discount Window x Expanded capital base has allowed the Company to execute on multiple growth and balance sheet strategies x Merchants operates with simple capital structure and has managed capital levels within CBLR framework, but expects to shift to RWA in 3Q2022 x Experienced management team with extensive knowledge x Long - tenured management team with strong industry experience 4 Company Overview Financial Summary Loan Portfolio & Asset Quality Deposits & Funding Capital Summary Management & Governance 1 2 3 4 5 6 High - Performing, Well - Diversified Bank with Strong Asset Quality & Capital Position

 

 

Experienced Executive Management 5 Strong Industry Experience Michael Petrie Chairman 43 Years in Industry 32 Years with Company Randall Rogers Vice Chairman 52 Years in Industry 32 Years with Company Michael Dunlap President & CEO 30 Years in Industry 13 Years with Company Scott Evans Market President & COO 33 Years in Industry 18 Years with Company Susan Dehner Kucer President, Indianapolis Market 39 Years in Industry 6 Years with Company Jerry Koors President, Merchants Mortgage 27 Years in Industry 9 Years with Company Martin Schroeter President, Warehouse Lending 35 Years in Industry 3 Years with Company John Macke Executive Vice President, CFO 30 Years in Industry 5 Years with Company Robert Burtner SVP, Chief Credit Officer 10 Years in Industry 3 Years with Company Kevin Langford SVP, Chief Administration Officer 31 Years in Industry 5 Years with Company Terry Oznick SVP, General Counsel 12 Years in Industry 7 Years with Company Cheryl Likens SVP, Chief Risk Officer 25 Years in Industry 1 Year with Company Vickie Vandivier VP, Investment Officer 36 Years in Industry 19 Years with Company Michael R. Dury President and CEO, Merchants Capital 15 Years in Industry 15 Years with Company

 

 

Overview of Merchants Bancorp (MBIN) Overview of Merchants Summary of Merchants 1 • Merchants Bancorp (MBIN) is a diversified bank holding company headquartered in Carmel, IN o $11.1B in assets o $8.3B in deposits • Loan and deposit operations are conducted throughout the Country • Operates 10 traditional bank branches in Indiana and Illinois • Key business lines include: o Multi - family housing and healthcare facility financing o Mortgage warehouse financing o Retail and correspondent residential mortgage banking o Agricultural lending o SBA and traditional community banking Assets ($B) $11.1 Headquarters Carmel, IN Stock Price ($) $28.52 Market Value ($MM) $1.2B Price / TBV (x) 1.45x Price / 2022E EPS (x) 2 6.0x Dividend Yield (%) 1.0% Source: S&P Capital IQ Pro , Capital IQ Note: Financial data as of June 30, 2022 1) Market data as of August 15, 2022 2) Based on average core earnings estimates of $4.72 6

 

 

Financial Highlights 1) Cash and Securities includes cash and cash equivalents, available for sale securities, securities purchased under agreements to resell, FHLB stock and mortgage loans in the process of securitization 2) Total loans include loans held for investment and loans held for sale for the YTD period indicated. 3) These are non - GAAP measures. See “Reconciliation of Non - GAAP Measures” in the Appendix 7 Source: S&P Capital IQ Pro , Capital IQ Strong Financial Performance (Dollars in millions) Six Months Ended Year Ended Six Months Ended June 30, 2021 December 31, 2021 June 30, 2022 Balance Sheet Total Assets $9,882 $11,279 $11,086 Cash and Securities ¹ $1,256 $1,948 $961 Total Loans, net ² $8,400 $9,055 $9,792 Total Deposits $8,040 $8,983 $8,300 Total Equity $1,059 $1,155 $1,229 Tangible Equity / Tangible Assets ³ 10.56% 10.10% 10.94% Credit Quality Nonperforming Loans / Loans Held for Investment 0.05% 0.01% 0.07% Allowance / Loans Held for Investment 0.52% 0.54% 0.53% Net Charge-offs (Recoveries) / Avg. Total Loans 0.00% 0.01% 0.01% Performance Metrics Net Income Per Common Share $2.40 $4.76 $2.14 ROAA 2.32% 2.23% 2.06% ROATCE ³ 32.72% 30.10% 22.72% Noninterest Income / Net Revenue 36.25% 36.56% 36.36% Efficiency Ratio ³ 27.33% 28.80% 30.25% Net Interest Margin 2.87% 2.79% 2.82% Yield on Total Loans ² 3.56% 3.45% 3.82% Cost of Deposits 0.32% 0.34% 0.58% CBLR - Leverage Ratio (Consolidated) 10.9% 10.4% 12.4% At or For the:

 

 

Recent Company Awards / Accolades 8 Merchants Has Received Strong Industry Recognition 2022 Top 25 U.S. Banks Ranking Banking. #12 Best Performing Bank. Ranked on 5 metrics including: ROAA, ROAE, asset quality, capital adequacy, and total shareholder returns RANKED THE #1 BEST PERFORMING PUBLIC BANK OF 2021 BY S&P GLOBAL Merchants was identified as the number 1 performing public bank based on 2021 preprovision EPS change, 2021 or five - year median operating revenue change, 2021 ROATCE, 2021 efficiency ratio, leverage ratio at Dec. 31, 2021, and five - year average NCOs/average loans. 2021 PIPER SANDLER SM - ALL STAR Merchants was identified as a top performing small - cap bank in the country “BEST PLACES TO WORK” RECOGNITION Merchants Bank has proudly been named one of the Best Places to Work in Indiana by the Indiana Chamber of Commerce’s Best Places to Work Program every year since 2016. RAYMOND JAMES COMMUNITY BANKERS CUP For the second year in a row, Merchants Bank was awarded the 2019 Community Bankers Cup, rewarding community banks that build long - term shareholder value

 

 

Key Business Lines Three principal business lines offer a balanced and diverse revenue stream that lessens earnings volatility through various economic, credit and interest rate cycles: 1 2 3 Multi - Family Mortgage Banking – 38.3% of net revenues¹ ($161.4M) – Lender to developers of multi - family residential and healthcare properties specializing in FHA, FNMA, and FHLMC Affordable permanent loan products – Originates bridge loans for Banking segment, securitizations via Freddie Q transactions, or for sales to debt funds Mortgage Warehousing – 24.6% of net revenues¹ ($103.7M) – Warehouse and commercial lender to independent mortgage banks – Service custodial deposit relationships to match fund with loans Banking – 36.1% of net revenues¹ ($152.2M) – Traditional community banking in Indiana and Illinois – Holds multi - family loans in portfolio – Merchants Mortgage operates correspondent mortgage banking nationally – Merchants SBA operates in the Midwest and is shifting toward a regional model 1) Net revenues equal to net interest income plus noninterest income, less provision for credit losses for the last twelve month s e nded June 30, 2022. 9 Well - Diversified Business Mix

 

 

Multi - Family Mortgage Banking 38.3% Net Revenue Contribution – 2022 x Merchants Capital is engaged in multi - family mortgage banking, specializing in originating and servicing loans for rental housing and healthcare facility financing • Differentiated focus on the affordable and workforce housing niche • Not luxury housing • Nationwide focus x Originate FHA, Fannie Mae, and Freddie Mac Affordable loans that are sold as mortgage - backed securities within approximately 30 days of origination. The loans are sold and servicing rights are retained allowing for gain on sale income plus servicing fees over the life of the loan • Other originations include bridge and construction financing that are referred to the Banking segment, which ultimately converts to permanent agency loans and future gain on sale, or sold • Expanded capital base has allowed for growth of bridge and construction loan portfolio x Because of its focus on credit quality and strict underwriting, since 1990, Merchants has had only one FHA loan claim • Also facilitates strong conversion rate of bridge and construction loans to permanent agency mortgages x Syndicator of low - income housing tax credit and debt funds • Specializes in tax - advantaged affordable housing projects with Section 42 Low - Income Housing Tax Credits (“LIHTC”) and Historic Rehabilitation Tax Credits 10 Merchants Capital is a Differentiated Business Line

 

 

Mortgage Warehousing 24.6% of Net Revenue Contribution – 2022 x Merchants Bank saw an opportunity to start its warehouse lending business in 2009 and has grown to fund over $111B in 2020, $78B in 2021, a nd $18.2 billion for the six months ended June 30, 2022 • Nationwide focus x Offer multi - family and single - family warehouse lines of credit, as well as participation agreements at the loan level based off note rate x Lines of credit collateralized by mortgage servicing rights lead to growth opportunities in loans and corporate and custodial deposits x Match - funded with customers’ custodial deposits; supplemented with lines of credit and short - term brokered deposits, based on dollar amounts and timing x Merchants Bank builds credit risk management throughout its warehouse lending process and has had minimal credit losses since inception x Innovative e - Note platform is in operation today at the beginning of industry adoption curve • Allows a fully electronic mortgage to turn quickly and generate higher ROE x Merchants mitigates warehouse risk by only wiring funds to validated closing agents. Merchants takes physical possession of the collateral and sends to an approved investor under a bailee arrangement. The sales proceeds from the investor are sent directly to Merchants and the excess is remitted to the warehouse customer 11 Strong Recent Performance Benefiting from Refinancing Wave

 

 

Banking 36.1% of Net Revenue Contribution – 2022 1) MBI - Indianapolis serves the Indianapolis market as a community bank and provides funding arrangements for the multi - family mortgage banking segment. It also generates SBA and C&I loans • Holds loans comprised of multi - family construction and bridge loans referred by Merchants Capital, C&I loans, SBA loans, residential mortgage loans and consumer loans. Participations are used as a source of liquidity. • Expanded lending limit from new capital allows Merchants to compete for larger local clients • Additional capital will allow MBI to retain assets currently sold off in participation agreements • Merchants offers small business lending products 2) MBI - Lynn is located in East Central Indiana and primarily provides agricultural loans within its market area. Low credit risk profile has resulted in less than $25,000 in credit losses in our agricultural loan portfolio since December 31, 2002 • MBI - Lynn is the warehouse lender for Merchants Capital permanent agency loans • FSA guarantee is used to mitigate credit risk on agricultural loans 3) Merchants Mortgage is a full service retail and correspondent single - family mortgage origination and servicing platform that was started in February 2013 • Offers agency eligible and jumbo fixed and hybrid adjustable rate mortgages for purchase or refinancing • All - in - one loans Œ - First lien HELOCS for high quality borrowers - $783M as of June 30, 2022 • Company is an agency approved seller servicer by FNMA, FHLMC, FHA, USDA, and GNMA, as well as an approved seller to the FHLB’s of Indianapolis and Chicago • Staffed for growth and operates in both the Retail and Correspondent mortgage channels • Expanded capital base will allow correspondent channel to grow in coordination with warehouse lending 4) Merchants Bancorp acquired Farmers - Merchants Bank of Illinois (formerly Joy State Bank) on January 1, 2018, and Farmers - Merchants National Bank of Paxton on October 1, 2018 (by merging with and into Joy State Bank). These acquisitions expand the Company’s footprint into Illinois • Operates under a separate charter and provides access to sell mortgage loans to the Federal Home Loan Bank of Chicago and affordable lending programs 12 Traditional Banking Services Across Indiana and Illinois

 

 

National Reach – Employees in Many States 13 Warehouse Customers Merchants Capital Customers CA 20% TX 7% FL 7% NJ 5% NC 5% Top 5 States Warehouse Loan Fundings YTD at 6/30/22 IN 24% NY 12% IL 9% TX 8% OH 8% Top 5 States MCC Servicing & Loan Balances at 6/30/22

 

 

Summary of Business Model Trends by Segment Balance of Net Revenue 1 ($MM) Balance of Net Income ($MM) $29.2 $51.5 $59.6 $106.3 $95.2 $69.6 $53.6 $90.9 $100.8 $180.5 $227.1 $217.8 2020 2021 LTM² Multi-family Mortgage Banking Mortgage Warehousing Banking $81.9 $142.6 $161.4 $156.1 $138.6 $103.7 $98.4 $145.1 $152.2 $339.8 $430.3 $421.4 2020 2021 LTM² Multi-family Mortgage Banking Mortgage Warehousing Banking Note: Sum of the individual segments will not equal total because they are not inclusive of “Other” segment. 1) Net revenues equal to net interest income plus noninterest income, less provision for credit losses. This is a non – GAAP measur e. Please see “Reconciliation of Non – GAAP Measures” in the Appendix. 2) For the twelve months ended 6/30/2022 14 Diversified Business Composition

 

 

Diversified Revenue Base Balance of Net Revenue 1 ($MM) LTM 2 Balance of Net Revenue 1 ($MM) $85.3 $118.4 $212.3 $273.0 $267.1 $49.6 $47.1 $127.5 $157.3 $154.3 $134.9 $165.5 $339.8 $430.3 $421.4 2018 2019 2020 2021 LTM² Net Interest Income After Provision Noninterest Income $95.2 $162.8 $161.4 $8.4 $161.4 $103.7 $152.2 Multi-family Mortgage Banking Warehouse Financing Banking³ Net Interest Income After Provision Noninterest Income Net Interest Income After Provision CAGR: 39% Noninterest Income CAGR: 38% 1) Net revenues equal to net interest income plus noninterest income, less provision for credit losses. This is a non – GAAP measur e. Please see “Reconciliation of Non – GAAP Measures” in the Appendix. 2) For the last - twelve - months ending 6/30/2022 3) Banking includes ($10.6MM) of noninterest income 15 Noninterest Income Drives Superior Returns Over Time

 

 

Profitability Trends Over Time Return on Average Assets Return on Average Tangible Common Equity Net Interest Margin Efficiency Ratio 1 1.71% 1.47% 2.12% 2.23% 2.06% 2018 2019 2020 2021 YTD 17.23% 17.56% 34.02% 30.10% 22.72% 2018 2019 2020 2021 YTD 2.54% 2.40% 2.69% 2.79% 2.82% 2018 2019 2020 2021 YTD 36.5% 37.4% 27.4% 28.8% 30.3% 2018 2019 2020 2021 YTD 1) The efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income. This is a non - GAAP measure. Please see “Reconciliation of Non - GAAP Measures” in the Appendix. 16 Track Record of Strong Profitability

 

 

Disciplined Growth Over Time Total Assets ($MM) Total Gross Loans ($MM) Total Deposits ($MM) Net Income ($MM) $3,884 $6,372 $9,645 $11,279 $11,086 2018 2019 2020 2021 2Q22 $2,058 $3,028 $5,536 $5,783 $7,071 $833 $2,094 $3,070 $3,303 $2,759 $2,891 $5,122 $8,606 $9,086 $9,830 2018 2019 2020 2021 2Q22 $3,231 $5,478 $7,408 $8,983 $8,300 2018 2019 2020 2021 2Q22 $62.9 $77.3 $180.5 $227.1 $217.8 2018 2019 2020 2021 LTM¹ Loans Held for Investment Loans Held for Sale 17 1) For the last - twelve - months ending 6/30/2022 Source: S&P Capital IQ Pro , Capital IQ Balanced Growth, Supported by Strong Capital Generation

 

 

Earnings Correlation to Interest Rates 1) Market yield curve spread reflects the difference between the average 30 - year mortgage rate and the average 1 - month LIBOR rate a s of June 30, 2022 2) LTM as of June 30, 2022 Net Income (in $millions) $54.7 $62.9 $77.3 $180.5 $227.1 $217.8 2.88% 2.52% 1.72% 2.42% 2.86% 3.91% 2.32% 2.54% 2.40% 2.69% 2.79% 2.82% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% $0.0 $25.0 $50.0 $75.0 $100.0 $125.0 $150.0 $175.0 $200.0 $225.0 $250.0 2017 2018 2019 2020 2021 6 Months Ended 6/30/22 (2) (1) Market Yield Curve Spread MBIN Net Interest Margin MBIN Net Income 18 Well - Positioned for Any Interest Rate Environment (2)

 

 

Loan Securitizations Merchants intends to sell ~$1.2 billion pool of on balance sheet, performing, multi - family mortgage loans to a trust The trust will issue multiple classes of certificates: a senior Class A, a subordinate Class B, and an interest - only strip Merchants will receive the Class A certificates (87.5%) and an unaffiliated, third - party institutional investor will receive the Class B certificates (12.5%) and the interest - only certificates The Class B certificates will be in a first loss position Through this structure, Merchants will reduce its risk - weighted assets (as the Class A certificates will qualify for 20% risk - weighting at closing vs. the current 100% risk - weighting) and thus receive capital relief under regulatory capital rules Merchants will be both Master Servicer and Special Servicer of the loans 19 Freddie Qs: 2022 - $214 Million, 2021 - $262 Million – Servicing Retained Planned 2022 Repack via real estate mortgage investment conduit (“REMIC”) :

 

 

Overview of Loan Portfolio Note: Information as of June 30 , 2022 Mortgage Warehouse Lines of Credit (MTG WHLOC) • Provides warehouse financing arrangements to approved mortgage companies for the origination and sale of residential mortgage loans Residential Real Estate Loans (RES RE) • Secured by owner occupied 1 - 4 family residences • All - in - one TM adjustable rate, first - lien HELOCs 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 Commercial Lending/Commercial Real Estate Loans (CML & CRE) • Provides 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 • Small Business Administration (“SBA”) loans are included in this category Agricultural Production and Real Estate Loans (AG & AGRE) • 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 Consumer and Margin Loans (CON & MAR) • Consumer loans are secured by household assets • Margin loans are secured by marketable securities Loans Held for Sale • Comprised of single family warehouse loans that typically sell within 30 days and multi - family loans targeted for securitizations or debt funds 20 Source: S&P Capital IQ Pro , Capital IQ Low - Risk Loan Composition Across Niche Products (Dollars in millions) As of June 30, 2022 Loan Type Balance Avg. Days to Reprice % Total Loans Total Loans Held for Sale $2,759 ~30 days 28.1% Multi-Family Financing $3,237 ~60 days 32.9% Healthcare Financing $1,262 ~60 days 12.8% Residential Real Estate $877 ~1 year 8.9% Mortgage Warehouse Lines of Credit $901 ~30 days 9.2% Commercial & Commercial Real Estate $695 ~2 years 7.1% Agricultural Production and Real Estate $90 ~3 years 0.9% Consumer & Margin Loans $9 ~2 years 0.1% Total Loans Held for Investment $7,071 ~30 days 71.9%

 

 

Highly Disciplined Credit Culture Nonperforming Loans / Loans Held For Investment Nonperforming Assets / Total Assets Reserves / Loans Held For Investment Net Charge - Offs (Recoveries) / Average Loans 0.12% 0.15% 0.11% 0.01% 0.07% 2018 2019 2020 2021 2Q22 0.06% 0.08% 0.07% 0.01% 0.04% 2018 2019 2020 2021 2Q22 0.62% 0.52% 0.50% 0.54% 0.53% 2018 2019 2020 2021 2Q22 0.01% 0.02% 0.00% 0.01% 0.01% 2018 2019 2020 2021 YTD ALLL/NPLs as of 6/30/22: 779% Allowance for Loan Losses ($000) $12,704 $15,842 $27,500 $31,344 $37,474 21 Low - Risk Operating Model with Pristine Asset Quality Trends Over Time

 

 

Current Asset Quality Metrics x Nonperforming loans to total loans held for investment consistently below 0.25% over the past five years x Approximately 96% of Merchants Bank’s loans reprice in 90 days or less x Loans are predominantly agency eligible with variable rates or short maturities, which improves liquidity during challenging economic times x Substantially all commercial real estate (CRE) loans are owner - occupied 22 Credit Quality Remains Strong (Dollars in thousands) June 30, 2022 30-59 Days 60-89 Days Greater Than Total Total Past Due Past Due 90 Days Past Due Current Loans MTG WHLOC $— $— $— $— $900,585 $900,585 RES RE 307 216 176 699 875,953 876,652 MF FIN — — — — 3,236,917 3,236,917 HC FIN — — — — 1,262,424 1,262,424 CML & CRE — — 4,083 4,083 691,075 695,158 AG & AGRE — — — — 90,070 90,070 CON & MAR 39 42 3 84 8,787 8,871 Total 346 258 4,262 4,866 7,065,811 7,070,677

 

 

4,944 4,230 2,840 2,600 1,199 1,470 8,983 8,300 2021 2Q22 Demand Deposits Savings Deposits CDs - Deposit Portfolio Summary Deposit Growth Over Time Deposit Composition (Average YTD) 1 3,231 5,478 7,408 8,983 8,300 0 2,000 4,000 6,000 8,000 10,000 2018 2019 2020 2021 2Q22 Noninterest - bearing Demand 6% Interest - Bearing Demand 48% Savings 3% Money Market Savings 33% Certificates of Deposits 10% 23 Deposit Growth Has Supported Loan Growth Over Time 1) Deposit composition based on average deposits for the six months ended June 30 , 2022 (Dollars in millions, End of Period Deposit Balances) Deposit Growth Driven by Core Funding (Dollars in millions, End of Period Deposit Balances) (%)

 

 

Funding Overview Funding Sources x FHLB of Indianapolis and Chicago and FRB lines of unused capacity of $1.7B as of June 30, 2022 x Supplement funding with short duration² brokered deposits as needed o $1.2B of brokered deposits as of June 30, 2022 (15% of deposits) Source: S&P Capital IQ Pro 1) Deposit balances and related costs are based on average deposits for the six months ended June 30, 2022. 2) Duration is typically overnight to less than three months 24 Access to Well - Diversified Funding Sources Quarterly Avg. Balances Multi-Family June 30, 2022 Mortgage ($ in millions) & Banking Warehousing Total Loans & Securities $6,442 $2,697 $9,139 Deposits $5,055 $2,703 $7,758 New Balance to Fund Net Borrowing $1,387 ($6) $1,381 x Self - funding mechanisms in place o $9.1M of loans and securities were funded by $7.8M of deposits o Warehouse segment uses lines of credit and short term brokered deposits to match duration; other businesses are funded by core deposits (Dollars in thousands) Multi Average Family Branch/ YTD Warehouse Escrows Brokered Online Other Total Non-interest Bearing $459,914 - $199,816 - - $244,645 $444,461 Interest Bearing Demand 3,932,334 2,311,159 405,794 4 - 1,068,505 3,785,461 Money Markets 2,668,735 - 195,795 165,798 103,230 1,908,882 2,373,705 Savings 234,846 - 191,792 - - 34,248 226,040 Certfificate of Deposits 858,779 - - 1,058,901 1,397 409,773 1,470,071 Total 8,154,608 2,311,159 993,197 1,224,703 104,627 3,666,053 8,299,738 % of Total Deposits 27.8% 12.0% 14.7% 1.3% 44.2% 100.0% Deposit Balances at June 30, 2022

 

 

Bank & Holding Company Liquidity 25 x Cash and cash equivalents decreased 75% to $258.1 million at June 30, 2022 from $1.0 billion at December 31, 2021. The 75% decrease reflected a reduction in brokered deposits to fund lending activities x The company also continues to have a significant borrowing capacity. At June 30, 2022, based on available collateral, the company had $1.7 billion in available unused borrowing capacity with the FHLB and the Federal Reserve discount window. x While the amounts available fluctuate daily, we also had an additional $475.0 million of borrowing capacity through our membership in the AFX as of June 30, 2022. This liquidity enhances the ability to effectively manage interest expense and asset levels in the future. • The Company began utilizing the Federal Reserve discount window during 2020, and AFX during the year ended December 31, 2021. x Deposits decreased 8% to $8.3 billion at June 30, 2022 from $9.0 billion at December 31, 2021. The decrease was primarily due to a decrease in brokered demand and savings deposits. x The company has decreased the use of brokered deposits by $935.1 million, or 43%, to $1.2 billion at June 30, 2022 from $2.2 billion at December 31, 2021. Brokered deposits represented 15% of total deposits at June 30, 2022, compared to 24% of total deposits at December 31, 2021.

 

 

Recent Funding Strategy x Make use of lines at the Federal Home Loan Bank, Federal Reserve, and AFX to lower interest expense x Grow multi - family custodial deposits from Merchants Capital Corp. originations and subservicing relationships x Expand custodial escrow relationships from warehouse customers x Expand use of reciprocal deposits with FDIC insurance x Expand network of brokered deposit dealers x Low - cost platform allows for highly competitive deposit rates, including a money market rate that is 10 times the national average and an adjustable rate CD • Offered in footprint and mobile/online support out of footprint; launched new marketing campaign in May 2022. x Deposit costs increased only 26 basis points in 2022, from 0.32% to 0.58%¹ 26 Merchants Has Various Funding Strategies In - Place 1) The increase in the cost of deposits refers to the six months ended June 30, 2021, compared to the six months ended June 30, 2022

 

 

Capital Strategy 27 x Always maintain Well - Capitalized classification x Utilize multiple levers to manage asset levels on the Balance Sheet • Originate multi - family and warehouse lending, SBA, and Merchants Mortgage as Agency MBS • Multi - family bridge loans underwritten to Agency guidelines and can be sold to debt funds, Freddie Q and repack securitizations • Balance sheet turns quickly and has flexibility to decline as needed • Warehouse lending credit risk transfer x Equity Capital Flexibility • Common can be issued or repurchased • Multiple preferred issuances which are callable after 5 years • Preferred is accretive to common shares

 

 

Pro Forma Capital Ratios 28 Holding Company Bank Level 7.7% 12.4% 7.3% 10.4% 10.8% 7.6% 13.3% 7.3% 11.3% 11.6% TCE / TA Leverage Ratio CET1 Capital Ratio Tier 1 Ratio Total Capital Ratio 10.8% 12.3% 10.3% 10.3% 10.6% 11.4% 13.0% 11.0% 11.0% 11.4% TCE / TA Leverage Ratio CET1 Capital Ratio Tier 1 Ratio Total Capital Ratio Note: Assumes a $100 million perpetual preferred offering with approximately $98 million in net proceeds, market rate coupon, 25 .05% tax rate; assumes 84% of net proceeds are downstreamed to the bank; assumes 0% risk weighting on new assets; Risk weighted assets estimated internally by company As of 6/30/22 Pro Forma for Proposed Preferred Offering

 

 

Double Leverage and Interest Coverage 29 As of or for the Period Ended, ($ in thousands) 2018Y 2019Y 2020Y 2021Y Q2 2022 YTD Investment in Subsidiaries $453,658 $665,382 $823,842 $1,160,471 $1,239,864 Consolidated Equity 421,237 653,728 810,621 1,155,409 1,228,539 Double Leverage Ratio 107.7% 101.8% 101.6% 100.4% 100.9% Net Proceeds from Proposed Holding Company Preferred Offering 97,500 Net Proceeds from Proposed Offering Downstreamed to Bank 81,438 Pro Forma Double Leverage Ratio 99.6% Interest Coverage Total Deposit Interest $42,216 $84,661 $52,238 $28,256 $23,581 Other Borrowed Interest 8,376 5,036 6,406 5,636 3,945 Total Interest Expense 50,592 89,697 58,644 33,892 27,526 Pre-Tax Income $84,027 $102,134 $243,357 $304,930 $138,871 Preferred Dividend 3,330 9,216 14,473 20,873 11,457 Interest Coverage (including deposit expense) 2.45x 1.88x 3.87x 5.49x 3.89x Interest Coverage (excluding deposit expense) 7.21x 6.18x 9.71x 9.27x 7.43x Pro Forma Interest Coverage (Pro forma for Proposed Preferred Offering) 1 Pro Forma Interest Coverage (including deposit expense) 3.47x Pro Forma Interest Coverage (excluding deposit expense) 5.85x 1) Excludes any earnings growth related to capital deployment for loan growth and assumes a $100 million perpetual preferred off eri ng with approximately $98 million in net proceeds, market rate coupon, 25.05% tax rate; assumes 84% of net proceeds are downstreamed to the bank

 

 

Appendix 30

 

 

Strong Oversight by Executive Leadership 31 Robust Governance Framework Name Biography Michael Petrie Michael Petrie has served as a Director of Merchants Bank of Indiana and Chairman since 2002. He previously served as the Chairman and President of Merchants Capital (formerly PR Mortgage & Investments), a multifamily finance company he co-founded in 1990. Randall Rogers Randall (Randy) Rogers has served as a director of the Company and the Vice Chairman of the Bank since 2002. Mr. Rogers co-founded Merchants Capital in 1990 after serving 21 years with Merchants National Corporation as Executive Vice President of the Real Estate Lending Group. He has served as Chairman since 1990. Michael Dunlap Michael (Mike) Dunlap serves as President and CEO of Merchants Bank of Indiana, President and COO of Merchants Bancorp, and Chairman of Merchants Capital Corp. He joined Merchants Bank as Senior Vice President of Mortgage Banking in 2009 and became a member of the Board of Directors in 2014. Scott Evans Scott Evans joined Merchants Bank of Indiana in 2004 as President and Chief Operating Officer. Prior to joining the bank, he spent the majority of his career working for small to mid-sized community banks serving in various senior management capacities. Susan Dehner Kucer Susan Dehner Kucer joined Merchants Bank of Indiana in 2016 and serves as President of the Indianapolis Market. Prior to joining Merchants, Susan spent the past 33 years at PNC Bank in various leadership positions, most recently as their Senior Vice President and Business Banking Market Manager for IN, IL and MS. Jerry Koors Jerry Koors is the President of the newly formed Merchants Mortgage, and joined Merchants in October 2013. Jerry is responsible for originations, processing, underwriting, closing and delivery of investment quality loans to be held by Merchants, or sold on the Secondary Market. Michael R. Dury Mr. Dury serves as President and Chief Executive Officer of Merchants Capital, overseeing all debt and equity platforms. He joined Merchants Capital in 2007 and has held various positions within the firm, including investment officer, Chief Operating Officer, and was promoted to President and Chief Executive Officer in 2018. Under Mr. Dury’s leadership, Merchants Capital has grown from a small FHA lender to a nationally recognized full-service debt and equity provider. Martin Schroeter Mr. Schroeter joined Merchants as President of Warehouse Lending in November 2019 and his responsibilities include overseeing Merchants Bank’s mortgage warehouse business. Mr. Schroeter has more than 35 years of mortgage banking experience, including as an executive for several mortgage warehouse lenders. John Macke John Macke joined Merchants in July 2017 after more than 30 years in the mortgage finance industry. Mr. Macke has served in the roles of EVP of Capital Markets and Chief Financial Officer at Stonegate Mortgage. Mr. Macke also spent many years with Irwin Mortgage, a national residential mortgage lending company. Robert Burtner Robert Burtner joined the company in 2019 and currently serves as Chief Credit Officer. Mr. Burtner has previously served as Deputy Chief Credit Officer, and Senior Vice President, Bridge and Construction Lending at Merchants Capital Corp. Kevin Langford Kevin Langford joined Merchants Bank in January of 2017 as the Senior Vice President and Chief Administrative Officer. Kevin provides oversight and leadership for the Investment Real Estate team of the bank as well as Technology, Facilities, and Marketing and Communications for the Merchants companies. Terry Oznick Terry Oznick joined Merchants Bank of Indiana as Senior Vice President and General Counsel in 2018. Terry has extensive experience representing financial institutions, including advising on mergers and acquisitions, SEC filings and compliance, operational issues, cash management products, and electronic banking. Cheryl Likens Cheryl Likens joined Merchants Bank in 2021 as the Chief Risk Officer. She is responsible for leading the Company’s corporate risk function and strategy including assessment of business lines and administrative functions, serving as an advisor to the business units and collaborating with risk and internal audit functions. Vickie Vandivier Vickie Vandivier joined Merchants Bank of Indiana in 2003. As Vice President and Investment Officer, Vickie is responsible for bank funding, liquidity management and the investment portfolio. Prior to Merchants, she spent 10 years at Merchants National Bank of Indianapolis as Vice President of the Money Market division.

 

 

Strong Alignment Between Our Investors and the Company Loans Held For Investment Portfolio Over Time ($B) Ownership Summary 32 Strong Level of Insider Ownership – Merchants Team has ‘Skin - in - the - Game’ Insider Ownership Amount and Nature of Beneficial Ownership Holder Common Stock Equivalent Held (Actual) Percent of Common Shares Outstanding (%) Michael F. Petrie and Family 13,802,225 31.9 Randall D. Rogers and Family 13,407,061 31.0 Patrick D. O’Brien 111,955 * Michael J. Dunlap 85,088 * Michael R. Dury 70,588 * Scott A. Evans 22,682 * Andrew A. Juster 18,406 * David N. Shane 16,142 * Thomas W. Dinwiddie 15,000 * Sue Anne Gilroy 6,298 * Anne E. Sellers 4,893 * All directors, Nominees, Executive Officers, and other Insiders 27,560,338 63.70 Institutions 22.76% Individuals/Insiders 63.70% Public and Other 13.54% * Denotes less than 1% Source: S&P Capital IQ Pro Note: Insider ownership information as of June 30, 2022

 

 

Balance Sheet (Dollars in thousands) 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 6/30/2022 Assets Cash and due from banks 18,905 25,855 13,909 10,063 14,030 10,714 Interest-earning demand accounts 340,614 310,669 492,800 169,665 1,018,584 247,432 Cash and cash equivalents 359,519 336,524 506,709 179,728 1,032,614 258,146 Securities purchased under agreements to resell 7,043 6,875 6,723 6,580 5,888 3,520 Mortgage loans in process of securitization 140,837 163,419 269,891 338,733 569,239 323,046 Available for sale securities 408,371 331,071 290,243 269,802 310,629 336,814 Federal Home Loan Bank (FHLB) stock 7,539 7,974 20,369 70,656 29,588 39,130 Loans held for sale 995,319 832,455 2,093,789 3,070,154 3,303,199 2,759,116 Loans receivable, net of allowance for credit losses on loans 1,366,349 2,045,423 3,012,468 5,507,926 5,751,319 7,033,203 Premises and equipment, net 5,354 15,136 29,274 29,761 31,212 35,085 Servicing rights 66,079 77,844 74,387 82,604 110,348 130,710 Interest receivable 8,326 13,827 18,359 21,770 24,103 26,184 Goodwill 3,902 17,477 15,845 15,845 15,845 15,845 Intangible assets, net 1,512 3,542 3,799 2,283 1,707 1,441 Other assets and receivables 22,983 32,596 30,072 49,533 92,947 123,815 Total assets 3,393,133 3,884,163 6,371,928 9,645,375 11,278,638 11,086,055 Liabilities Noninterest-bearing 620,700 182,879 272,037 853,648 641,442 444,461 Interest-bearing 2,322,861 3,048,207 5,206,038 6,554,418 8,341,171 7,855,277 Total deposits 2,943,561 3,231,086 5,478,075 7,408,066 8,982,613 8,299,738 Borrowings 56,612 195,453 181,439 1,348,256 1,033,954 1,440,904 Deferred and current tax liabilities, net 12,422 15,444 16,917 20,405 19,170 19,414 Other liabilities 13,064 20,943 41,769 58,027 87,492 97,460 Total liabilities 3,025,659 3,462,926 5,718,200 8,834,754 10,123,229 9,857,516 Shareholders' Equity Common stock 134,891 135,057 135,640 135,857 137,565 136,671 8% Preferred stock 41,581 41,581 41,581 41,581 -- -- Preferred stock 7% Series A Preferred stock -- -- 50,221 50,221 50,221 50,221 6% Series B Preferred stock -- -- 120,844 120,844 120,844 120,844 6% Series C Preferred stock -- -- -- -- 191,084 191,084 Retained earnings 192,008 244,909 304,984 461,744 657,149 737,789 Accumulated other comprehensive loss (1,006) (310) 458 374 (1,454) (8,070) Total shareholders' equity 367,474 421,237 653,728 810,621 1,155,409 1,228,539 Total liabilities and shareholders' equity 3,393,133 3,884,163 6,371,928 9,645,375 11,278,638 11,086,055 33

 

 

Income Statement Twelve Months Ended Six Months Ended (Dollars in thousands) 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 6/30/2022 Interest Income Loans 79,922 119,457 186,428 263,915 293,830 158,190 Mortgage loans in process of securitization 5,187 5,012 6,690 11,122 12,746 3,694 Investment securities available for sale - taxable 4,531 6,448 6,208 3,147 3,309 1,618 Investment securities available for sale - tax exempt -- -- 272 123 41 -- Federal Home Loan Bank stock 321 385 932 1,558 1,143 553 Other 4,426 9,261 11,465 2,925 817 1,227 Total interest income 94,387 140,563 211,995 282,790 311,886 165,282 Interest Expense Deposits 20,003 42,216 84,661 52,238 28,256 23,581 Borrowed funds 7,787 8,376 5,036 6,406 5,636 3,945 Total interest expense 27,790 50,592 89,697 58,644 33,892 27,526 Net Interest Income 66,597 89,971 122,298 224,146 277,994 137,756 Provision (credit) for credit losses 2,472 4,629 3,940 11,838 5,012 8,663 Net Interest Income After Provision for Credit Losses 64,125 85,342 118,358 212,308 272,982 129,093 Noninterest Income Gain on sale of loans 37,790 39,266 35,411 96,578 111,185 39,529 Loan servicing fees, net 6,273 5,741 (1,118) (1,801) 16,373 19,338 Mortgage warehouse fees 2,608 2,550 7,145 20,980 12,396 3,208 Gains on sale of investments available for sale -- -- 476 441 191 -- Low-income housing tax credit syndication fees -- -- -- 1,248 6,407 -- Syndication and asset management fees -- -- -- -- -- 2,213 Other income 1,009 2,028 5,175 10,027 10,781 9,480 Total noninterest income 47,680 49,585 47,089 127,473 157,333 73,768 Noninterest Expense Salaries and employee benefits 21,472 32,240 38,093 59,200 85,727 43,768 Loan expenses 4,097 4,621 4,534 9,085 7,657 2,395 Occupancy and equipment 1,602 2,788 4,609 5,733 7,365 3,825 Professional fees 1,516 2,585 2,326 3,664 5,427 2,897 Deposit insurance expense 930 1,024 2,747 5,800 2,691 1,429 Technology expense 1,171 1,544 2,623 3,061 4,200 2,540 Other expense 3,856 6,098 8,381 9,881 12,318 7,136 Total noninterest expense 34,644 50,900 63,313 96,424 125,385 63,990 Income Before Income Taxes 77,161 84,027 102,134 243,357 304,930 138,871 Provision for income taxes 22,477 21,153 24,805 62,824 77,826 34,794 Net Income 54,684 62,874 77,329 180,533 227,104 104,077 Dividends on preferred stock (3,330) (3,330) (9,216) (14,473) (20,873) (11,457) Net Income Allocated to Common Shareholders 51,354 59,544 68,113 166,060 206,231 92,620 Basic Earnings Per Share (actual) $1.52 $1.38 $1.58 $3.85 $4.78 $2.14 Diluted Earnings Per Share (actual) $1.52 $1.38 $1.58 $3.85 $4.76 $2.14 Weighted-Average Shares Outstanding Basic (actual) 33,827,178 43,039,433 43,057,688 43,113,741 43,172,078 43,220,198 Diluted (actual) 33,852,231 43,086,629 43,118,561 43,167,113 43,325,303 43,367,875 34

 

 

Current Asset Quality Metrics 35 Credit Quality Remains Strong (Dollars in thousands) Revolving 2022 2021 2020 2019 2018 Prior Loans TOTAL MTG WHLOC Acceptable and Above $— $— $— $— $— $— $900,585 $900,585 Total $— $— $— $— $— $— $900,585 $900,585 RES RE Acceptable and Above 10,316 36,482 49,380 3,327 865 10,439 764,571 875,380 Special Mention (Watch) — — — 61 74 779 — 914 Substandard — — — — — 358 — 358 Total $10,316 $36,482 $49,380 $3,388 $939 $11,576 $764,571 $876,652 MF FIN Acceptable and Above 874,093 1,049,580 305,633 71,513 12,245 7,739 852,442 3,173,245 Special Mention (Watch) 14,614 12,298 — — — — — 26,912 Substandard 36,760 — — — — — — 36,760 Total $925,467 $1,061,878 $305,633 $71,513 $12,245 $7,739 $852,442 $3,236,917 HC FIN Acceptable and Above 486,989 331,862 183,035 17,186 — — 144,812 1,163,884 Special Mention (Watch) — 29,462 62,373 6,705 — — — 98,540 Total $486,989 $361,324 $245,408 $23,891 $— $— $144,812 $1,262,424 CML & CRE Acceptable and Above 66,173 85,267 31,966 49,946 13,850 15,489 424,308 686,999 Special Mention (Watch) 48 21 1,448 129 — 234 973 2,853 Substandard — 2000 — 107 175 282 2,742 5,306 Total $66,221 $87,288 $33,414 $50,182 $14,025 $16,005 $428,023 $695,158 AG & AGRE Acceptable and Above 8,358 7,984 15,952 6,291 3,457 21,141 24,779 87,962 Special Mention (Watch) 14 64 719 431 288 390 44 1,950 Substandard — — — — — 158 — 158 Total $8,372 $8,048 $16,671 $6,722 $3,745 $21,689 $24,823 $90,070 CON & MAR Acceptable and Above 240 674 394 140 4,743 20 2,638 8,849 Special Mention (Watch) — — 16 — — 3 — 19 Substandard — — — — — 3 — 3 Total $240 $674 $410 $140 $4,743 $26 $2,638 $8,871 Total Acceptable and Above $1,446,169 $1,511,849 $586,360 $148,403 $35,160 $54,828 $3,114,135 $6,896,904 97.5% Total Special Mention (Watch) $14,676 $41,845 $64,556 $7,326 $362 $1,406 $1,017 $131,188 1.9% Total Substandard $36,760 $2,000 $— $107 $175 $801 $2,742 $42,585 0.6% Total Loans $1,497,605 $1,555,694 $650,916 $155,836 $35,697 $57,035 $3,117,894 $7,070,677 100.0%

 

 

Segment Financial Overview Net Income Net Revenue 1 36 Merchants Operates a Balanced Mix of Businesses 1) Net revenues equal to net interest income plus noninterest income, less provision for credit losses. This is a non – GAAP measur e. Please see “Reconciliation of Non – GAAP Measures” in the Appendix. Note: Percentages may not sum to 100% due to rounding Multi - Family Mortgage Banking 30% Mortgage Warehousing 24% Banking 53% Other - 6% Multi - Family Mortgage Banking 40% Mortgage Warehousing 19% Banking 40% Other 1% (Dollars in thousands) Multi-Family Six Months Ended Mortgage Mortgage June 30, 2022 Banking Warehousing Banking Other Total Total Interest Income 640 43,576 117,303 3,763 165,282 Total Interest Expense - 7,597 20,553 (624) 27,526 Net Interest Income 640 35,979 96,750 4,387 137,756 Provision for Credit Losses 1,153 627 6,883 - 8,663 Net Interest Income After Provision for Credit Losses (513) 35,352 89,867 4,387 129,093 Total Noninterest Income 81,616 3,210 (8,063) (2,995) 73,768 Total Noninterest Expense 38,490 5,367 9,208 10,925 63,990 Income Before Income Taxes 42,613 33,195 72,596 (9,533) 138,871 Income Taxes 11,565 8,168 17,900 (2,839) 34,794 Net Income $31,048 $25,027 $54,696 ($6,694) $104,077 Total Assets $330,676 $2,836,998 $7,835,152 $83,229 $11,086,055

 

 

(Dollars in thousands) 2018 2019 2020 2021 2021 2022 Non-GAAP Reconciliation: Net Income Net income as reported per GAAP 62,874$ 77,329$ 180,533$ 227,104$ 113,400$ 104,077$ Less: preferred stock dividends 3,330 9,216 14,473 20,873 9,416 11,457 Net income available to common shareholders 59,544$ 68,113$ 166,060$ 206,231$ 103,984$ 92,620$ Non-GAAP Reconciliation: Tangible Common Equity to Tangible Assets Tangible common shareholders' equity Shareholders' equity per GAAP 421,237$ 653,728$ 810,621$ 1,155,409$ 1,059,064$ 1,228,539$ Less: goodwill & intangibles (21,019) (19,644) (18,128) (17,552) (17,835) (17,286) Tangible shareholders' equity 400,218 634,084 792,493 1,137,857 1,041,229 1,211,253 Less: preferred stock (41,581) (212,646) (212,646) (362,149) (362,149) (362,149) Tangible common shareholders' equity 358,637$ 421,438$ 579,847$ 775,708$ 679,080$ 849,104$ Tangible assets Assets per GAAP 3,884,163$ 6,371,928$ 9,645,375$ 11,278,638$ 9,881,532$ 11,086,055$ Less: goodwill & intangibles (21,019) (19,644) (18,128) (17,552) (17,835) (17,286) Tangible assets 3,863,144$ 6,352,284$ 9,627,247$ 11,261,086$ 9,863,697$ 11,068,769$ Tangible common equity to tangible assets 9.3% 6.6% 6.0% 6.9% 6.9% 7.7% Tangible equity to tangible assets 10.4% 10.0% 8.2% 10.1% 10.6% 10.9% Non-GAAP Reconciliation: Efficiency Ratio Net interest income (before Provision for credit losses) 89,971$ 122,298$ 224,146$ 277,994$ 136,370$ 137,756$ Noninterest income 49,585 47,089 127,473 157,333 76,791 73,768 Noninterest expense 50,900 63,313 96,424 125,385 58,267 63,990 Efficiency ratio 36.5% 37.4% 27.4% 28.8% 27.3% 30.3% At or for the Six At or for the Year Ended December 31, Months Ended June 30, Reconciliation of GAAP to Non - GAAP 37

 

 

(Dollars in thousands) 2018 2019 2020 2021 2021 2022 Non-GAAP Reconciliation: Return on Average Tangible Common Equity Average shareholders' equity per GAAP 396,350$ 537,946$ 719,630$ 1,028,834$ 942,566$ 1,194,981$ Less: average goodwill & intangibles (9,265) (20,243) (18,899) (17,841) (17,986) (17,428) Less: average preferred stock (41,581) (129,881) (212,646) (325,904) (289,058) (362,149) Average tangible common shareholders' equity 345,504 387,822 488,085 685,089 635,522 815,404 Return on average tangible common equity 17.23% 17.56% 34.02% 30.10% 32.72% 22.72% Non-GAAP Reconciliation: Tangible Book Value Per Share Tangible common shareholders' equity Shareholders' equity per GAAP 421,237$ 653,728$ 810,621$ 1,155,409$ 1,059,064$ 1,228,539$ Less: goodwill & intangibles (21,019) (19,644) (18,128) (17,552) (17,835) (17,286) Tangible shareholders' equity 400,218 634,084 792,493 1,137,857 1,041,229 1,211,253 Less: preferred stock (41,581) (212,646) (212,646) (362,149) (362,149) (362,149) Tangible common shareholders' equity 358,637$ 421,438$ 579,847$ 775,708$ 679,080$ 849,104$ Shares outstanding at period end 43,041,054 43,059,657 43,120,625 43,180,079 43,175,399 43,106,505 Tangible Book Value (non-GAAP) 8.33$ 9.79$ 13.45$ 17.96$ 15.73$ 19.70$ Non-GAAP Reconciliation: Net Revenue Net interest income 89,971$ 122,298$ 224,146$ 277,994$ 136,370$ 137,756$ Plus: noninterest income 49,585 47,089 127,473 157,333 76,791 73,768 Less: Provision for credit losses 4,629 3,940 11,838 5,012 1,348 8,663 Net revenue 134,927$ 165,447$ 339,781$ 430,315$ 211,813$ 202,861$ At or for the Six At or for the Year Ended December 31, Months Ended June 30, Reconciliation of GAAP to Non - GAAP (Cont.) 38

 

 

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