Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
This report contains forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and our company. Words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “is likely,” “plans,” “projects,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. We undertake no obligation to update, amend, or clarify forward looking-statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise.
Future Factors include, among others, adverse changes in interest rates and interest rate relationships; significant declines in the value of commercial real estate; market volatility; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulation or actions by bank regulators; changes in the method of determining Libor, or the replacement of Libor with an alternative reference rate; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; risks associated with cyber-attacks on our computer systems; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in local real estate values; damage to our reputation resulting from adverse publicity, regulatory actions, litigation, operational failures, the failure to meet client expectations and other facts; changes in the national and local economies, including the significant disruption to financial market and other economic activity caused by the outbreak of COVID-19; and risk factors described in our annual report on Form 10-K for the year ended December 31, 2019 or in this report. These are representative of the Future Factors that could cause a difference between an ultimate actual outcome and a forward-looking statement.
Introduction
The following discussion compares the financial condition of Mercantile Bank Corporation and its consolidated subsidiaries, including Mercantile Bank of Michigan (“our bank”) and our bank’s two subsidiaries, Mercantile Bank Real Estate Co., LLC (“our real estate company”) and Mercantile Insurance Center, Inc. (“our insurance company”), at March 31, 2020 and December 31, 2019 and the results of operations for the three months ended March 31, 2020 and March 31, 2019. This discussion should be read in conjunction with the interim consolidated financial statements and footnotes included in this report. Unless the text clearly suggests otherwise, references in this report to “us,” “we,” “our” or “the company” include Mercantile Bank Corporation and its consolidated subsidiaries referred to above.
Critical Accounting Policies
GAAP is complex and require us to apply significant judgment to various accounting, reporting and disclosure matters. We must use assumptions and estimates to apply these principles where actual measurements are not possible or practical. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited financial statements included in this report. For a discussion of our significant accounting policies, see Note 1 of the Notes to our Consolidated Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2019 (Commission file number 000-26719). Our critical accounting policies are highly dependent upon subjective or complex judgments, assumptions and estimates. Changes in such estimates may have a significant impact on the financial statements, and actual results may differ from those estimates. We have reviewed the application of these policies with the Audit Committee of our Board of Directors.
MERCANTILE BANK CORPORATION
Allowance for Loan Losses: The allowance for loan losses (“allowance”) is maintained at a level we believe is adequate to absorb probable incurred losses identified and inherent in the originated loan portfolio. Our evaluation of the adequacy of the allowance is an estimate based on past loan loss experience, the nature and volume of the loan portfolio, information about specific borrower situations and estimated collateral values, guidance from bank regulatory agencies, and assessments of the impact of current and anticipated economic conditions on the loan portfolio. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in our judgment, should be charged-off. Loan losses are charged against the allowance when we believe the uncollectability of a loan is likely. The balance of the allowance represents our best estimate, but significant downturns in circumstances relating to loan quality or economic conditions could result in a requirement for an increased allowance in the future. Likewise, an upturn in loan quality or improved economic conditions may result in a decline in the required allowance in the future. In either instance, unanticipated changes could have a significant impact on the allowance and operating results.
The allowance is increased through a provision charged to operating expense. Uncollectable loans are charged-off through the allowance. Recoveries of loans previously charged-off are added to the allowance. A loan is considered impaired when it is probable that contractual interest and principal payments will not be collected either for the amounts or by the dates as scheduled in the loan agreement. Impairment is evaluated on an individual loan basis. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. The timing of obtaining outside appraisals varies, generally depending on the nature and complexity of the property being evaluated, general breadth of activity within the marketplace and the age of the most recent appraisal. For collateral dependent impaired loans, in most cases we obtain and use the “as is” value as indicated in the appraisal report, adjusting for any expected selling costs. In certain circumstances, we may internally update outside appraisals based on recent information impacting a particular or similar property, or due to identifiable trends (e.g., recent sales of similar properties) within our markets. The expected future cash flows exclude potential cash flows from certain guarantors. To the extent these guarantors provide repayments, a recovery would be recorded upon receipt. Loans are evaluated for impairment when payments are delayed, typically 30 days or more, or when serious deficiencies are identified within the credit relationship. Our policy for recognizing income on impaired loans is to accrue interest unless a loan is placed on nonaccrual status. We put loans into nonaccrual status when the full collection of principal and interest is not expected.
Financial institutions are not required to comply with the Current Expected Credit Loss (“CECL”) methodology requirements from the enactment date of the CARES Act until the earlier of the end of the President’s declaration of a National Emergency or December 31, 2020. An economic forecast is a key component of the CECL methodology. As we enter into an unprecedented economic environment whereby a sizable portion of the economy has been significantly impacted by shelter in place declarations and similar reactions by businesses and individuals, substantial government stimulus has been provided to businesses, individuals and state and local governments, financial institutions have offered businesses and individuals payment relief options, economic forecasts are regularly updated and there is no economic forecast consensus. Given the high degree of uncertainty surrounding economic forecasting, we have elected to postpone the adoption of CECL, and will continue to use our incurred loan loss reserve model as permitted.
Income Tax Accounting: Current income tax assets and liabilities are established for the amount of taxes payable or refundable for the current year. In the preparation of income tax returns, tax positions are taken based on interpretation of federal and state income tax laws for which the outcome may be uncertain. We periodically review and evaluate the status of our tax positions and make adjustments as necessary. Deferred income tax assets and liabilities are also established for the future tax consequences of events that have been recognized in our financial statements or tax returns. A deferred income tax asset or liability is recognized for the estimated future tax effects attributable to temporary differences that can be carried forward (used) in future years. The valuation of our net deferred income tax asset is considered critical as it requires us to make estimates based on provisions of the enacted tax laws. The assessment of the realizability of the net deferred income tax asset involves the use of estimates, assumptions, interpretations and judgments concerning accounting pronouncements, federal and state tax codes and the extent of future taxable income. There can be no assurance that future events, such as court decisions, positions of federal and state tax authorities, and the extent of future taxable income will not differ from our current assessment, the impact of which could be significant to the consolidated results of operations and reported earnings.
Accounting guidance requires that we assess whether a valuation allowance should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. In making such judgments, we consider both positive and negative evidence and analyze changes in near-term market conditions as well as other factors which may impact future operating results. Significant weight is given to evidence that can be objectively verified.
MERCANTILE BANK CORPORATION
Securities and Other Financial Instruments: Securities available for sale consist of bonds and notes which might be sold prior to maturity due to changes in interest rates, prepayment risks, yield and availability of alternative investments, liquidity needs or other factors. Securities classified as available for sale are reported at their fair value. Declines in the fair value of securities below their cost that are other-than-temporary are reflected as realized losses. In estimating other-than-temporary losses, management considers: (1) the length of time and extent that fair value has been less than carrying value; (2) the financial condition and near term prospects of the issuer; and (3) the Company’s ability and intent to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. Fair values for securities available for sale are obtained from outside sources and applied to individual securities within the portfolio. The difference between the amortized cost and the current fair value of securities is recorded as a valuation adjustment and reported in other comprehensive income.
Mortgage Servicing Rights: Mortgage servicing rights are recognized as assets based on the allocated fair value of retained servicing rights on loans sold. Servicing rights are carried at the lower of amortized cost or fair value and are expensed in proportion to, and over the period of, estimated net servicing income. We utilize a discounted cash flow model to determine the value of our servicing rights. The valuation model utilizes mortgage prepayment speeds, the remaining life of the mortgage pool, delinquency rates, our cost to service loans, and other factors to determine the cash flow that we will receive from serving each grouping of loans. These cash flows are then discounted based on current interest rate assumptions to arrive at the fair value of the right to service those loans. Impairment is evaluated quarterly based on the fair value of the servicing rights, using groupings of the underlying loans classified by interest rates. Any impairment of a grouping is reported as a valuation allowance.
Goodwill: GAAP requires us to determine the fair value of all of the assets and liabilities of an acquired entity, and record their fair value on the date of acquisition. We employ a variety of means in determination of the fair value, including the use of discounted cash flow analysis, market comparisons, and projected future revenue streams. For certain items that we believe we have the appropriate expertise to determine the fair value, we may choose to use our own calculation of the value. In other cases, where the value is not easily determined, we consult with outside parties to determine the fair value of the asset or liability. Once valuations have been adjusted, the net difference between the price paid for the acquired company and the value of its balance sheet is recorded as goodwill.
Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment is recognized in the period identified. A more frequent assessment is performed if conditions in the market place or changes in the company’s organizational structure occur. Due to the stressed economic and market conditions created by the Coronavirus Pandemic, we assessed goodwill for impairment as of March 31, 2020. We used a discounted income approach and a market valuation model, which compared the inherent value of our company to valuations of recent transactions in the market place to determine if our goodwill has been impaired. It was determined that our goodwill was not impaired as of March 31, 2020.
Coronavirus Pandemic
The U.S. economy deteriorated rapidly during the latter part of the first quarter and into the second quarter of 2020 due to the ongoing pandemic of coronavirus disease 2019 (“COVID-19”) caused by severe acute respiratory syndrome coronavirus 2 (the “Coronavirus Pandemic”). The outbreak was initially identified in Wuhan, China in December 2019. The World Health Organization declared the outbreak to be a Public Health Emergency Concern on January 30, 2020, and then recognized it as a pandemic on March 11, 2020. The first known case in the United States was identified in the State of Washington on January 20, 2020. The White House Coronavirus Task Force was established on January 29, 2020. President Trump declared a Public Health Emergency on January 31, 2020, which was elevated by the President’s declaration of a National Emergency on March 13, 2020 (the “National Emergency”).
MERCANTILE BANK CORPORATION
The first known case in the State of Michigan was identified on March 10, 2020, which triggered a State of Emergency response from Governor Whitmer. Soon thereafter, Governor Whitmer ordered the closure of all K-12 school buildings until early April, which was later amended to suspend all face-to-face instruction for the remainder of the 2019-2020 school year. In mid-March, Governor Whitmer ordered all bars, restaurants, entertainment venues and other similar businesses to partially close for two weeks, and banned all gatherings of more than 50 people for the period of mid-March into early April. On March 24, 2020, Governor Whitmer issued a state-wide stay-at-home order limiting all non-essential travel and discontinuing all non-essential business services and operations. The order was originally set to expire on April 13, 2020; however, the order was extended, and expanded with additional restrictions, until April 30, 2020. On April 24, 2020, Governor Whitmer issued an amended stay-at-home order that expires on May 15, 2020 to replace the stay-at-home order that was scheduled to expire on April 30, 2020. On May 7, 2020, Governor Whitmer issued an amended stay-at-home order that expires on May 28, 2020 to replace the stay-at-home order that was scheduled to expire on May 15, 2020. The amended orders reduced some of the restrictions from the previous orders, permitting certain activities in limited or restricted capacities. Governor Whitmer requested a major disaster declaration on March 26, 2020, which was granted by President Trump on March 28, 2020.
COVID-19 is primarily spread between people during close contact, often via small droplets produced by coughing, sneezing or talking. People may also become infected by touching a contaminated surface and then touching their eyes, nose or mouth. There is currently no known vaccine or specific antiviral treatment, with the primary treatment being symptomatic and supportive therapies. Recommended preventive measures include hand washing, covering one’s mouth when coughing and maintaining distance from other people, as well as self-isolation for people who suspect they are infected.
The Coronavirus Pandemic has caused severe global socioeconomic disruptions. It has led to the postponement or cancellation of sporting, religious, political and cultural events, as well as widespread supply shortages exacerbated by panic buying. Service industry businesses, such as restaurants, hotels, airlines, cruise lines and movie theaters, have been particularly negatively impacted by the restrictions and stay-at-home orders issued by authorities around a vast majority of the world. The health care industry has also been significantly impacted, from a combination of treating infected patients to the cancellation of medical appointments and elective surgeries. At the current time, it is highly uncertain as to when conditions will begin to return to normal. Most agree that a return to normal conditions will be accomplished in phases, taking into account factors such as regional rates and trends of infections, types of businesses and required social distancing measures. Human behavior will also likely play a significant role as people make individual choices to re-engage in permissible activities.
Responding to the Coronavirus Pandemic and Governor Whitmer’s stay-at-home orders, by March 23, 2020, over 75% of our employees were working from home. In addition, beginning on March 18, 2020 our branch lobbies were allowing face-to-face contact with customers by appointment only. On March 25, 2020, we enhanced our social distancing response by closing our branch lobbies to all customers. Our customers are conducting banking transactions via drive-thru, virtual banking machines, online banking and our call center.
In response to the substantial negative impact of the Coronavirus Pandemic and the associated social distancing orders and measures on the United States and global economies, Congress passed the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which was signed by President Trump on March 27, 2020. The CARES Act is in large part a $1.8 trillion spending bill that builds upon two earlier and considerably smaller federal government support measures in the wake of the Coronavirus Pandemic and associated economic fallout. The CARES Act is comprehensive and touches on many facets of federal government assistance and banking regulatory requirements. In addition, the Federal Open Market Committee lowered the targeted federal funds rate by 50 basis points on March 3, 2020 and by another 100 basis points on March 15, 2020, and announced the resumption of quantitative easing.
The Coronavirus Pandemic is a highly unusual, unprecedented and evolving public health and economic crisis and may have a negative material impact on our financial condition and results of operations. We are in an asset-sensitive position, whereby interest rate environments characterized by numerous and/or high magnitude interest rate reductions have a negative impact on our net interest income and net income. Additionally, the consequences of the unprecedented economic impact of the Coronavirus Pandemic is likely to result in declining asset quality, reflected by a higher level of loan delinquencies and loan charge-offs, as well as downgrades of commercial lending relationships, which will necessitate additional provisions for our allowance and reduced net income.
MERCANTILE BANK CORPORATION
The following section summarizes the primary measures that directly impact us and our customers.
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Paycheck Protection Program
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The Paycheck Protection Program (“PPP”) reflects a substantial expansion of the Small Business Administration’s 100% guaranteed 7(a) loan program. The CARES Act authorized up to $350 billion in loans to businesses with fewer than 500 employees, including non-profit organizations, tribal business concerns, self-employed and individual contractors. The PPP provides 100% guaranteed loans to cover specific operating costs, with the maximum loan size capped at the lesser of 250% of the average monthly payroll costs or $10.0 million. PPP loans are eligible to be forgiven based upon certain criteria. In general, the amount of the loan that is forgivable is the sum of the payroll costs, interest payments on mortgages, rent and utilities incurred or paid by the business during the eight-week period beginning on the loan origination date. Any remaining balance after forgiveness is maintained at the 100% guarantee for the duration of the loan. The loan tenor is 24 months, with deferred payments for the first six months, and fully amortizing monthly payments for the following 18 months. The interest rate on the loan is fixed at 1.00%, with the financial institution receiving a loan origination fee ranging from 1% to 5% of the loan amount paid by the Small Business Administration. Participation in the PPP will likely have a significant impact on our asset mix and net interest income for the remainder of 2020.
Congress passed, and on April 24, 2020 President Trump signed, legislation which added $300 billion to the PPP. Included in the legislation was a specific allocation of $30 billion for financial institutions under $10 billion.
Under the CARES Act, a PPP loan is assigned a risk weight of 0% under the risk-based capital rules of the federal banking agencies. On April 9, 2020, the federal banking agencies issued an interim final rule allowing financial institutions to exclude PPP loans from the average asset calculation to the degree the PPP loans are financed through the Paycheck Protection Program Lending Facility (“PPPLF”) for the Tier 1 Leverage Capital Ratio.
As of April 30, 2020, we had originated over 1,750 loans aggregating $523 million in loans under the PPP.
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Individual Economic Impact Payments
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The Internal Revenue Service began making Individual Economic Impact Payments in mid-April via direct deposit or mailed checks. Individuals with adjusted gross income of $75,000 or less received payments of $1,200, with a reduction formula for those individuals with adjusted gross income over $75,000 but less than $99,000. Individuals with adjusted gross income of over $99,000 did not receive a payment. Married couples filing jointly with adjusted gross income of $150,000 or less received payments of $2,400, with a reduction formula for those married couples filing jointly with adjusted gross income over $150,000 but less than $198,000. Married couples filing jointly with adjusted gross income of over $198,000 did not receive a payment.
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Troubled Debt Restructuring Relief
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From March 1, 2020 through 60 days after the end of the National Emergency (or December 31, 2020 if earlier), a financial institution may elect to suspend GAAP principles and regulatory determinations with respect to loan modifications related to COVID-19 that would otherwise be categorized as troubled debt restructurings. Banking agencies must defer to the financial institution’s election. We elected to suspend GAAP principles and regulatory determinations as permitted.
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Current Expected Credit Loss Methodology Delay
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Financial institutions are not required to comply with the Current Expected Credit Loss (“CECL”) methodology requirements from the enactment date of the CARES Act until the earlier of the end of the National Emergency or December 31, 2020. We elected to postpone CECL adoption as permitted.
MERCANTILE BANK CORPORATION
We also have developed internal programs of loan payment deferments for commercial and retail borrowers. For commercial borrowers, we offer 90-day (three payments) interest only amendments as well as 90-day (three payments) principal and interest payment deferments. Under the latter program, borrowers are extended a 12-month single payment note at 0% interest in an amount equal to three payments, with loan proceeds used to make the schedule payments. As of April 30, 2020, we had processed over 400 interest only amendments with loan balances aggregating $342 million and 125 principal and interest payment deferments with loan balances totaling $247 million and resulting single payment loans aggregating $5.4 million. For retail borrowers, we offer 90-day (three payments) principal and interest payment deferments, with deferred amounts added to the end of the loan. As of April 30, 2020, we had processed almost 300 principal and interest payment deferments with loan balances totaling $34.0 million.
In April, 2020, the Federal Reserve initiated the PPPLF, which is designed to facilitate lending by financial institutions to small businesses under the PPP. Only PPP loans are eligible to serve as collateral for the PPPLF, with each dollar of PPP loans providing one dollar of advance availability. The maturity date of an extension of credit under the PPPLF will equal the maturity date of the pool of PPP loans pledged to secure the extension of credit. Any principal payments received by the financial institution on the PPP loans, such as PPP loan forgiveness payments from the Small Business Administration or principal payments from the borrower after the initial six-month deferment period, must be used to pay down the PPPLF advance by the same dollar amount, maintaining the dollar-for-dollar advance amount and PPP aggregate loan balance relationship. The interest rate on PPPLF advances is fixed at 0.35%. No PPPLF advances can be obtained after September 30, 2020. As of April 30, 2020, our advances under the PPPLF totaled $43.7 million. In general, we plan to obtain additional PPPLF advances as our borrowers utilize PPP loan proceeds for permissible purposes. It is expected that aggregate PPPLF advances will total 90% to 100% of the aggregate PPP loans at a point during the second quarter.
First Quarter 2020 Financial Overview
We reported net income of $10.7 million, or $0.65 per diluted share, for the first quarter of 2020, compared with net income of $11.8 million, or $0.72 per diluted share, during the first quarter of 2019. Proceeds from a bank owned life insurance claim and a gain on the sale of a former branch facility during the first quarter of 2019 increased net income in the prior-year period by $1.8 million, or $0.11 per diluted share. Excluding the impacts of these transactions, diluted earnings per share increased $0.04, or approximately 7%, during the current-year first quarter compared to the prior-year first quarter.
The overall quality of our loan portfolio remains strong, with nonperforming loans equaling only 0.12% of total loans as of March 31, 2020. Gross loan charge-offs totaled less than $0.1 million during the first quarter of 2020, while recoveries of prior period loan charge-offs totaled $0.2 million, providing for net loan recoveries of $0.2 million, or 0.03% of average total loans on an annualized basis. We continue our collection efforts on charged-off loans and expect to record recoveries in future periods; however, given the nature of these efforts, it is not practical to forecast the dollar amount and timing of the recoveries.
Total loans increased a net $44.9 million during the first quarter of 2020 primarily comprised of net commercial loan growth of $30.8 million and net residential mortgage loan growth of $16.6 million. The net increase in residential mortgage loans in large part reflects growth in loans held for sale, resulting from a substantial volume of refinance applications spurred by a very low interest rate environment. The commercial loan and residential loan pipelines remain strong, and at March 31, 2020, we had over $77 million in unfunded loan commitments on commercial construction and development projects that we expect to fund over the next 12 to 18 months. We believe our loan portfolio remains well diversified, with commercial and industrial loans comprising 30%, non-owner occupied commercial real estate (“CRE”) loans equaling 28%, owner occupied CRE loans comprising 20% and residential mortgage loans equaling 12% of total loans at March 31, 2020. As a percent of total commercial loans, commercial and industrial loans and CRE owner occupied loans combined equaled 59% at March 31, 2020.
We believe our funding structure also remains well diversified. As of March 31, 2020, noninterest-bearing checking accounts comprised 30%, interest-bearing checking and securities sold under agreements to repurchase (“sweep accounts”) combined for 16%, savings deposits and money market accounts aggregated to 23% and local time deposits accounted for 15% of total funds. Wholesale funds, comprised of brokered deposits and Federal Home Loan Bank of Indianapolis (“FHLBI”) advances, represented the remaining 16% of total funds.
MERCANTILE BANK CORPORATION
Financial Condition
Our total assets increased $24.5 million during the first three months of 2020, and totaled $3.66 billion as of March 31, 2020. Total loans increased $44.9 million and cash and cash equivalents grew $3.0 million, while securities available for sale declined $22.5 million. Total deposits declined $45.0 million, while sweep accounts increased $30.6 million during the first three months of 2020.
Commercial loans increased $30.8 million during the first three months of 2020, and at March 31, 2020 totaled $2.47 billion, or 85.2% of the loan portfolio. As of December 31, 2019, the commercial loan portfolio comprised 85.5% of total loans. During the first quarter of 2020, commercial and industrial loans increased $27.1 million, multi-family and residential rental loans grew $8.6 million, vacant land, land development and residential construction loans were up $6.8 million and owner occupied CRE loans increased $0.2 million. Non-owner occupied CRE loans declined $12.0 million. As a percent of total commercial loans, commercial and industrial loans and owner occupied CRE loans combined equaled 58.8% as of March 31, 2020, compared to 58.4% at December 31, 2019.
As of March 31, 2020, availability on existing construction and development loans totaled over $77 million, with most of those funds expected to be drawn over the next 12 to 18 months. Our current pipeline reports indicate continued strong commercial loan funding opportunities in future periods, including approximately $122 million in new lending commitments, a majority of which we expect to be accepted and funded over the next 12 to 18 months. Our commercial lenders also report ongoing additional opportunities they are currently discussing with existing and potentially new borrowers. We remain committed to prudent underwriting standards that provide for an appropriate yield and risk relationship, as well as concentration limits we have established within our commercial loan portfolio. Usage of existing commercial lines of credit has remained relatively steady.
Residential mortgage loans increased $16.6 million during the first quarter of 2020, totaling $356 million, or 12.3% of total loans, as of March 31, 2020. The first quarter increase results from a $19.7 million increase in residential mortgage loans held for sale, in large part reflecting substantial mortgage banking activity during the latter part of the first quarter due to a low mortgage loan interest rate environment. Residential mortgage loan originations totaled $133 million during the first three months of 2020, a 196% increase over the $44.9 million originated during the same time period in 2019. Refinance mortgage loans originated comprised almost 65% of the total mortgage loans originated during the first quarter of 2020, compared to 33.5% during the first quarter of 2019. The residential mortgage loan pipeline was very high at approximately $200 million as of March 31, 2020. Other consumer-related loans declined $2.5 million during the first quarter of 2020, and at March 31, 2020 totaled $72.9 million, or 2.5% of total loans. Other consumer-related loans comprised 2.6% of total loans as of December 31, 2019. We expect this loan portfolio segment to decline in future periods as scheduled principal payments exceed origination volumes.
MERCANTILE BANK CORPORATION
The following table summarizes our loan portfolio over the past twelve months:
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3/31/20
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12/31/19
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9/30/19
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6/30/19
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3/31/19
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Commercial:
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Commercial & Industrial
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$
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873,679,000
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$
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846,551,000
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$
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882,748,000
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$
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881,196,000
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$
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839,207,000
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Land Development & Construction
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62,908,000
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56,119,000
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48,417,000
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45,158,000
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45,892,000
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Owner Occupied Commercial RE
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579,229,000
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579,003,000
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567,267,000
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556,868,000
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551,518,000
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Non-Owner Occupied Commercial RE
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823,366,000
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835,346,000
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883,080,000
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852,844,000
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835,678,000
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Multi-Family & Residential Rental
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133,148,000
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124,525,000
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126,855,000
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128,489,000
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127,903,000
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Total Commercial
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2,472,330,000
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2,441,544,000
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2,508,367,000
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2,464,555,000
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2,400,198,000
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Retail:
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1-4 Family Mortgages
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356,338,000
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339,749,000
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346,094,000
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335,618,000
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316,314,000
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Home Equity & Other Consumer Loans
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72,875,000
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75,374,000
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78,552,000
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81,320,000
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83,127,000
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Total Retail
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429,213,000
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415,123,000
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424,646,000
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416,938,000
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399,441,000
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Total
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$
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2,901,543,000
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$
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2,856,667,000
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$
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2,933,013,000
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$
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2,881,493,000
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$
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2,799,639,000
|
|
Our credit policies establish guidelines to manage credit risk and asset quality. These guidelines include loan review and early identification of problem loans to provide effective loan portfolio administration. The credit policies and procedures are meant to minimize the risk and uncertainties inherent in lending. In following these policies and procedures, we must rely on estimates, appraisals and evaluations of loans and the possibility that changes in these could occur quickly because of changing economic conditions. Identified problem loans, which exhibit characteristics (financial or otherwise) that could cause the loans to become nonperforming or require restructuring in the future, are included on an internal watch list. Senior management and the Board of Directors review this list regularly. Market value estimates of collateral on impaired loans, as well as on foreclosed and repossessed assets, are reviewed periodically. We also have a process in place to monitor whether value estimates at each quarter-end are reflective of current market conditions. Our credit policies establish criteria for obtaining appraisals and determining internal value estimates. We may also adjust outside and internal valuations based on identifiable trends within our markets, such as recent sales of similar properties or assets, listing prices and offers received. In addition, we may discount certain appraised and internal value estimates to address distressed market conditions.
Nonperforming assets, comprised of nonaccrual loans, loans past due 90 days or more and accruing interest and foreclosed properties, totaled $3.7 million (0.1% of total assets) as of March 31, 2020, compared to $2.7 million (0.1% of total assets) as of December 31, 2019.
MERCANTILE BANK CORPORATION
The following tables provide a breakdown of nonperforming assets by collateral type:
NONPERFORMING LOANS
|
|
3/31/20
|
|
|
12/31/19
|
|
|
9/30/19
|
|
|
6/30/19
|
|
|
3/31/19
|
|
Residential Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land Development
|
|
$
|
37,000
|
|
|
$
|
34,000
|
|
|
$
|
32,000
|
|
|
$
|
33,000
|
|
|
$
|
45,000
|
|
Construction
|
|
|
283,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Owner Occupied / Rental
|
|
|
2,651,000
|
|
|
|
2,104,000
|
|
|
|
2,390,000
|
|
|
|
2,779,000
|
|
|
|
3,032,000
|
|
|
|
|
2,971,000
|
|
|
|
2,138,000
|
|
|
|
2,422,000
|
|
|
|
2,812,000
|
|
|
|
3,077,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land Development
|
|
|
43,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Construction
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Owner Occupied
|
|
|
287,000
|
|
|
|
134,000
|
|
|
|
183,000
|
|
|
|
642,000
|
|
|
|
767,000
|
|
Non-Owner Occupied
|
|
|
0
|
|
|
|
0
|
|
|
|
26,000
|
|
|
|
26,000
|
|
|
|
62,000
|
|
|
|
|
330,000
|
|
|
|
134,000
|
|
|
|
209,000
|
|
|
|
668,000
|
|
|
|
829,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Assets
|
|
|
156,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,000
|
|
|
|
207,000
|
|
Consumer Assets
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
13,000
|
|
|
|
23,000
|
|
|
|
25,000
|
|
|
|
|
168,000
|
|
|
|
12,000
|
|
|
|
13,000
|
|
|
|
25,000
|
|
|
|
232,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,469,000
|
|
|
$
|
2,284,000
|
|
|
$
|
2,644,000
|
|
|
$
|
3,505,000
|
|
|
$
|
4,138,000
|
|
OTHER REAL ESTATE OWNED & REPOSSESSED ASSETS
|
|
3/31/20
|
|
|
12/31/19
|
|
|
9/30/19
|
|
|
6/30/19
|
|
|
3/31/19
|
|
Residential Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land Development
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Construction
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Owner Occupied / Rental
|
|
|
271,000
|
|
|
|
260,000
|
|
|
|
186,000
|
|
|
|
446,000
|
|
|
|
372,000
|
|
|
|
|
271,000
|
|
|
|
260,000
|
|
|
|
186,000
|
|
|
|
446,000
|
|
|
|
372,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land Development
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Construction
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Owner Occupied
|
|
|
0
|
|
|
|
192,000
|
|
|
|
57,000
|
|
|
|
0
|
|
|
|
24,000
|
|
Non-Owner Occupied
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
192,000
|
|
|
|
57,000
|
|
|
|
0
|
|
|
|
24,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Assets
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Consumer Assets
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
271,000
|
|
|
$
|
452,000
|
|
|
$
|
243,000
|
|
|
$
|
446,000
|
|
|
$
|
396,000
|
|
MERCANTILE BANK CORPORATION
The following tables provide a reconciliation of nonperforming assets:
NONPERFORMING LOANS RECONCILIATION
|
|
1st Qtr
|
|
|
4th Qtr
|
|
|
3rd Qtr
|
|
|
2nd Qtr
|
|
|
1st Qtr
|
|
|
|
2020
|
|
|
2019
|
|
|
2019
|
|
|
2019
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
2,284,000
|
|
|
$
|
2,644,000
|
|
|
$
|
3,505,000
|
|
|
$
|
4,138,000
|
|
|
$
|
4,141,000
|
|
Additions, net of transfers to ORE
|
|
|
1,302,000
|
|
|
|
(80,000
|
)
|
|
|
338,000
|
|
|
|
(85,000
|
)
|
|
|
525,000
|
|
Returns to performing status
|
|
|
(7,000
|
)
|
|
|
0
|
|
|
|
(126,000
|
)
|
|
|
0
|
|
|
|
0
|
|
Principal payments
|
|
|
(110,000
|
)
|
|
|
(232,000
|
)
|
|
|
(1,014,000
|
)
|
|
|
(512,000
|
)
|
|
|
(382,000
|
)
|
Loan charge-offs
|
|
|
0
|
|
|
|
(48,000
|
)
|
|
|
(59,000
|
)
|
|
|
(36,000
|
)
|
|
|
(146,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,469,000
|
|
|
$
|
2,284,000
|
|
|
$
|
2,644,000
|
|
|
$
|
3,505,000
|
|
|
$
|
4,138,000
|
|
OTHER REAL ESTATE OWNED & REPOSSESSED ASSETS RECONCILIATION
|
|
1st Qtr
|
|
|
4th Qtr
|
|
|
3rd Qtr
|
|
|
2nd Qtr
|
|
|
1st Qtr
|
|
|
|
2020
|
|
|
2019
|
|
|
2019
|
|
|
2019
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
452,000
|
|
|
$
|
243,000
|
|
|
$
|
446,000
|
|
|
$
|
396,000
|
|
|
$
|
811,000
|
|
Additions
|
|
|
11,000
|
|
|
|
245,000
|
|
|
|
57,000
|
|
|
|
145,000
|
|
|
|
15,000
|
|
Sale proceeds
|
|
|
(192,000
|
)
|
|
|
(36,000
|
)
|
|
|
(252,000
|
)
|
|
|
(74,000
|
)
|
|
|
(429,000
|
)
|
Valuation write-downs
|
|
|
0
|
|
|
|
0
|
|
|
|
(8,000
|
)
|
|
|
(21,000
|
)
|
|
|
(1,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
271,000
|
|
|
$
|
452,000
|
|
|
$
|
243,000
|
|
|
$
|
446,000
|
|
|
$
|
396,000
|
|
During the first quarter of 2020, loan charge-offs totaled less than $0.1 million while recoveries of prior period loan charge-offs equaled $0.2 million, providing for net loan recoveries of $0.2 million, or an annualized 0.03% of average total loans. We continue our collection efforts on charged-off loans and expect to record recoveries in future periods; however, given the nature of these efforts, it is not practical to forecast the dollar amount and timing of the recoveries. The allowance equaled $24.8 million, or 0.9% of total loans, and 716% of nonperforming loans as of March 31, 2020.
In each accounting period, we adjust the allowance to the amount we believe is necessary to maintain the allowance at an adequate level. Through the loan review and credit departments, we establish portions of the allowance based on specifically identifiable problem loans. The evaluation of the allowance is further based on, but not limited to, consideration of the internally prepared allowance analysis, loan loss migration analysis, composition of the loan portfolio, third party analysis of the loan administration processes and portfolio, and general economic conditions.
Financial institutions are not required to comply with the Current Expected Credit Loss (“CECL”) methodology requirements from the enactment date of the CARES Act until the earlier of the end of the President’s declaration of a National Emergency or December 31, 2020. An economic forecast is a key component of the CECL methodology. As we enter into an unprecedented economic environment whereby a sizable portion of the economy has been significantly impacted by shelter in place declarations and similar reactions by businesses and individuals, substantial government stimulus has been provided to businesses, individuals and state and local governments, financial institutions have offered businesses and individuals payment relief options, economic forecasts are regularly updated and there is no economic forecast consensus. Given the high degree of uncertainty surrounding economic forecasting, we have elected to postpone the adoption of CECL, and will continue to use our incurred loan loss reserve model as permitted.
MERCANTILE BANK CORPORATION
The allowance analysis applies reserve allocation factors to non-impaired outstanding loan balances, the result of which is combined with specific reserves to calculate an overall allowance dollar amount. For non-impaired commercial loans, reserve allocation factors are based on the loan ratings as determined by our standardized grade paradigms and by loan purpose. Our commercial loan portfolio is segregated into five classes: 1) commercial and industrial loans; 2) vacant land, land development and residential construction loans; 3) owner occupied real estate loans; 4) non-owner occupied real estate loans; and 5) multi-family and residential rental property loans. The reserve allocation factors are primarily based on the historical trends of net loan charge-offs through a migration analysis whereby net loan losses are tracked via assigned grades over various time periods, with adjustments made for environmental factors reflecting the current status of, or recent changes in, items such as: lending policies and procedures; economic conditions; nature and volume of the loan portfolio; experience, ability and depth of management and lending staff; volume and severity of past due, nonaccrual and adversely classified loans; effectiveness of the loan review program; value of underlying collateral; loan concentrations; and other external factors such as competition and regulatory environment. Adjustments for specific lending relationships, particularly impaired loans, are made on a case-by-case basis. Non-impaired retail loan reserve allocations are determined in a similar fashion as those for non-impaired commercial loans, except that retail loans are segmented by type of credit and not a grading system. We regularly review the allowance analysis and make needed adjustments based upon identifiable trends and experience.
A migration analysis is completed quarterly to assist us in determining appropriate reserve allocation factors for non-impaired commercial loans. Our migration analysis takes into account various time periods, with most weight placed on the time frame from December 31, 2010 through March 31, 2020. We believe this time period represents an appropriate range of economic conditions, and that it provides for an appropriate basis in determining reserve allocation factors given current economic conditions and the general consensus of economic conditions in the near future. We are actively monitoring our loan portfolio and assessing reserve allocation factors in light of the Coronavirus Pandemic and its impact on the U.S. economic environment and our customers in particular.
Although the migration analysis provides a historical accounting of our net loan losses, it is not able to fully account for environmental factors that will also very likely impact the collectability of our commercial loans as of any quarter-end date. Therefore, we incorporate the environmental factors as adjustments to the historical data. Environmental factors include both internal and external items. We believe the most significant internal environmental factor is our credit culture and the relative aggressiveness in assigning and revising commercial loan risk ratings, with the most significant external environmental factor being the assessment of the current economic environment and the resulting implications on our commercial loan portfolio.
During the first quarter of 2020, we changed the trend rating on three environmental factors. We lowered the trend rating on the economy and business conditions environmental factor from slightly deteriorating to severely deteriorating due to the initial and expected stressed economic environment resulting from the Coronavirus Pandemic. This modification impacted all loan portfolio segments, adding $4.0 million to the required allowance level. We improved the trend rating on the lending policies environmental factor from slightly deteriorating to relatively stable to reflect the duration since the Firstbank merger in 2014 and recent loan policy enhancements. This modification impacted all loan portfolio segments, subtracting $2.6 million from the required allowance level. We also improved the trend rating on the changes in the experience, ability and depth of lending management and staff environmental factor from slightly deteriorating to relatively stable to reflect the duration since personnel changes were made as part of the Firstbank merger and personnel changes necessitated by the retirement of our former CEO two years ago. This modification impacted the commercial loan portfolio segment, subtracting $1.7 million from the required allowance level.
Also impacting the required allowance level calculation during the first quarter of 2020 were changes in specific reserve allocations on certain stressed commercial lending relationships. New or increased specific reserve allocations aggregated $1.7 million, while eliminations of or reduced specific reserve allocations aggregated $0.9 million.
The primary risk elements with respect to commercial loans are the financial condition of the borrower, the sufficiency of collateral, and timeliness of scheduled payments. We have a policy of requesting and reviewing periodic financial statements from commercial loan customers, and we have a disciplined and formalized review of the existence of collateral and its value. The primary risk element with respect to each residential real estate loan and consumer loan is the timeliness of scheduled payments. We have a reporting system that monitors past due loans and have adopted policies to pursue creditor’s rights in order to preserve our collateral position.
As of March 31, 2020, the allowance was comprised of $23.2 million in general reserves relating to non-impaired loans, $0.2 million in specific reserve allocations relating to nonaccrual loans, and $1.4 million in specific reserves on other loans, primarily accruing loans designated as troubled debt restructurings. Troubled debt restructurings totaled $18.4 million at March 31, 2020, consisting of $0.4 million that are on nonaccrual status and $18.0 million that are on accrual status. The latter, while considered and accounted for as impaired loans in accordance with accounting guidelines, are not included in our nonperforming loan totals. Impaired loans with an aggregate carrying value of $1.2 million as of March 31, 2020 had been subject to previous partial charge-offs aggregating $1.3 million. Those partial charge-offs were primarily recorded during the time period of 2011 through 2019, averaging around $0.1 million per year. As of March 31, 2020, there were no specific reserves allocated to impaired loans that had been subject to a previous partial charge-off.
MERCANTILE BANK CORPORATION
The following table provides a breakdown of our loans categorized as troubled debt restructurings:
|
|
3/31/20
|
|
|
12/31/19
|
|
|
9/30/19
|
|
|
6/30/19
|
|
|
3/31/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing
|
|
$
|
17,975,000
|
|
|
$
|
11,788,000
|
|
|
$
|
28,102,000
|
|
|
$
|
28,129,000
|
|
|
$
|
20,363,000
|
|
Nonperforming
|
|
|
466,000
|
|
|
|
353,000
|
|
|
|
225,000
|
|
|
|
877,000
|
|
|
|
1,195,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
18,441,000
|
|
|
$
|
12,141,000
|
|
|
$
|
28,327,000
|
|
|
$
|
29,006,000
|
|
|
$
|
21,558,000
|
|
Although we believe the allowance is adequate to absorb loan losses in our originated loan portfolio as they arise, there can be no assurance, especially given the current uncertainties related to the Coronavirus Pandemic and its impact on the U.S. economic environment, that we will not sustain loan losses in any given period that could be substantial in relation to, or greater than, the size of the allowance. Further, our analysis does not utilize the CECL model for the measurement of credit losses. For more information on CECL, please refer to Note 1 – “Significant Accounting Policies” in the Notes to Consolidated Financial Statements and to the risk factor titled “We have elected to postpone adoption of the CECL methodology…” under the heading “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Securities available for sale decreased $22.5 million during the first three months of 2020, totaling $312 million as of March 31, 2020. Purchases of U.S. Government agency bonds totaled $95.5 million during the first quarter of 2020, reflecting the reinvestment of a majority of the proceeds from called U.S. Government agency bonds that totaled $121 million during the quarter. Purchases of municipal bonds totaled $3.5 million during the first three months of 2020. Proceeds from matured municipal bonds during the first three months of 2020 totaled $0.6 million, with another $3.4 million from principal paydowns on mortgage-backed securities. At March 31, 2020, the portfolio was primarily comprised of U.S. Government agency bonds (52%), municipal bonds (35%) and U.S. Government agency issued or guaranteed mortgage-backed securities (13%). All of our securities are currently designated as available for sale, and are therefore stated at fair value. The fair value of securities designated as available for sale at March 31, 2020 totaled $312 million, including a net unrealized gain of $6.1 million. We maintain the securities portfolio at levels to provide adequate pledging and secondary liquidity for our daily operations. In addition, the securities portfolio serves a primary interest rate risk management function. We expect purchases during the remainder of 2020 to generally consist of U.S. Government agency bonds and municipal bonds, with the securities portfolio maintained at about 10% of total assets.
FHLBI stock totaled $18.0 million as of March 31, 2020, unchanged from the balance at December 31, 2019. Our investment in FHLBI stock is necessary to engage in their advance and other financing programs. We have regularly received quarterly cash dividends, and we expect a cash dividend will continue to be paid in future quarterly periods.
Market values on our U.S. Government agency bonds, mortgage-backed securities issued or guaranteed by U.S. Government agencies and municipal bonds are generally determined on a monthly basis with the assistance of a third party vendor. Evaluated pricing models that vary by type of security and incorporate available market data are utilized. Standard inputs include issuer and type of security, benchmark yields, reported trades, broker/dealer quotes and issuer spreads. The market value of certain non-rated securities issued by relatively small municipalities generally located within our markets is estimated at carrying value. We believe our valuation methodology provides for a reasonable estimation of market value, and that it is consistent with the requirements of accounting guidelines.
Interest-earning balances, primarily consisting of excess funds deposited at the Federal Reserve Bank of Chicago and a correspondent bank, are used to manage daily liquidity needs and interest rate sensitivity. During the first three months of 2020, the average balance of these funds equaled $149 million, or 4.4% of average earning assets. We expect these funds to average between 2% to 4% of average earning assets in the next several quarters.
Net premises and equipment equaled $59.1 million at March 31, 2020, an increase of $1.8 million during the first three months of 2020; the increase was attributable to net purchases of $3.1 million, which more than offset depreciation expense of $1.3 million. Foreclosed and repossessed assets equaled $0.3 million as of March 31, 2020, down $0.2 million from year-end 2019.
MERCANTILE BANK CORPORATION
Total deposits decreased $45.0 million during the first three months of 2020, totaling $2.65 billion at March 31, 2020. Out-of-area deposits decreased $32.5 million during the first three months of 2020, and as a percent of total deposits, equaled 3.8% as of March 31, 2020, compared to 5.0% as of December 31, 2019. Noninterest-bearing deposits increased $31.4 million during the first three months of 2020, while non-time interest-bearing deposits decreased $14.5 million. Local time deposits declined $29.3 million, in large part reflecting the maturity of certain time deposits that were not renewed during the quarter as we did not aggressively seek to renew these time deposits which were opened as part of a special time deposit campaign that primarily ran during the latter half of the first quarter of 2019.
Sweep accounts increased $30.6 million during the first three months of 2020, totaling $133 million as of March 31, 2020. The growth during the first three months of 2020 primarily reflects increased balances from two customers. Our sweep account program entails transferring collected funds from certain business noninterest-bearing checking accounts and savings deposits into over-night interest-bearing repurchase agreements. Such sweep accounts are not deposit accounts and are not afforded federal deposit insurance, and are accounted for as secured borrowings.
FHLBI advances increased $40.0 million during the first three months of 2020, totaling $394 million as of March 31, 2020. The increase reflects new advances obtained to take advantage of very low advance rates in early March and to strengthen our liquidity position. The FHLBI advances are generally collateralized by a blanket lien on our residential mortgage loan portfolio and certain commercial real estate loans. Our borrowing line of credit as of March 31, 2020 totaled about $805 million, with remaining availability approximating $405 million.
Shareholders’ equity was $418 million at March 31, 2020, compared to $417 million at December 31, 2019. The $1.8 million increase during the first three months of 2020 primarily reflects the positive impact of net income totaling $10.7 million and the negative impact of cash dividends on common shares totaling $4.5 million and stock repurchase activity aggregating $6.3 million. Positively impacting shareholders’ equity during the first three months of 2020 was a $1.1 million after-tax increase in the market value of our available for sales securities portfolio, reflecting a decline in market interest rates during that time period.
Liquidity
Liquidity is measured by our ability to raise funds through deposits, borrowed funds, and capital, or cash flow from the repayment of loans and securities. These funds are used to fund loans, meet deposit withdrawals, maintain reserve requirements and operate our company. Liquidity is primarily achieved through local and out-of-area deposits and liquid assets such as securities available for sale, matured and called securities, federal funds sold and interest-earning deposits. Asset and liability management is the process of managing our balance sheet to achieve a mix of earning assets and liabilities that maximizes profitability, while providing adequate liquidity.
To assist in providing needed funds, we periodically obtain monies from wholesale funding sources. Wholesale funds, primarily comprised of deposits from customers outside of our market areas and advances from the FHLBI, totaled $495 million, or 15.6% of combined deposits and borrowed funds, as of March 31, 2020, compared to $487 million, or 15.5% of combined deposits and borrowed funds, as of December 31, 2019.
Sweep accounts increased $30.6 million during the first three months of 2020, totaling $133 million as of March 31, 2020. The growth during the first three months of 2020 primarily reflects increased balances from two customers. Our sweep account program entails transferring collected funds from certain business noninterest-bearing checking accounts and savings deposits into over-night interest-bearing repurchase agreements. Such sweep accounts are not deposit accounts and are not afforded federal deposit insurance, and are accounted for as secured borrowings. Information regarding our repurchase agreements as of March 31, 2020 and during the first three months of 2020 is as follows:
Outstanding balance at March 31, 2020
|
|
$
|
133,270,000
|
|
Weighted average interest rate at March 31, 2020
|
|
|
0.11
|
%
|
Maximum daily balance three months ended March 31, 2020
|
|
$
|
144,250,000
|
|
Average daily balance for three months ended March 31, 2020
|
|
$
|
102,850,000
|
|
Weighted average interest rate for three months ended March 31, 2020
|
|
|
0.15
|
%
|
MERCANTILE BANK CORPORATION
FHLBI advances increased $40.0 million during the first three months of 2020, totaling $394 million as of March 31, 2020. The increase reflects new advances obtained to take advantage of very low advance rates in early March and to strengthen our liquidity position. The FHLBI advances are generally collateralized by a blanket lien on our residential mortgage loan portfolio and certain commercial real estate loans. Our borrowing line of credit as of March 31, 2020 totaled about $805 million, with remaining availability approximating $405 million.
We also have the ability to borrow up to an aggregate $70.0 million on a daily basis through correspondent banks using established unsecured federal funds purchased lines of credit. We did not access these lines of credit during the first three months of 2020. In contrast, our interest-earning deposit balance with the Federal Reserve Bank of Chicago and a correspondent bank averaged an aggregate $149 million during the first three months of 2020. We also have a line of credit through the Discount Window of the Federal Reserve Bank of Chicago. Using certain municipal bonds as collateral, we could have borrowed up to $33.0 million as of March 31, 2020. We did not utilize this line of credit during the first three months of 2020 or at any time during the previous eleven fiscal years, and do not plan to access this line of credit in future periods.
The following table reflects, as of March 31, 2020, significant fixed and determinable contractual obligations to third parties by payment date, excluding accrued interest:
|
|
One Year
|
|
|
One to
|
|
|
Three to
|
|
|
Over
|
|
|
|
|
|
|
|
or Less
|
|
|
Three Years
|
|
|
Five Years
|
|
|
Five Years
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits without a stated maturity
|
|
$
|
2,052,817,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,052,817,000
|
|
Time deposits
|
|
|
328,946,000
|
|
|
|
226,553,000
|
|
|
|
37,100,000
|
|
|
|
0
|
|
|
|
592,599,000
|
|
Short-term borrowings
|
|
|
133,270,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
133,270,000
|
|
Federal Home Loan Bank advances
|
|
|
50,000,000
|
|
|
|
164,000,000
|
|
|
|
90,000,000
|
|
|
|
90,000,000
|
|
|
|
394,000,000
|
|
Subordinated debentures
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
47,051,000
|
|
|
|
47,051,000
|
|
Other borrowed money
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,674,000
|
|
|
|
2,674,000
|
|
Property leases
|
|
|
506,000
|
|
|
|
1,183,000
|
|
|
|
1,002,000
|
|
|
|
2,489,000
|
|
|
|
5,180,000
|
|
In addition to normal loan funding and deposit flow, we must maintain liquidity to meet the demands of certain unfunded loan commitments and standby letters of credit. As of March 31, 2020, we had a total of $991 million in unfunded loan commitments and $22.9 million in unfunded standby letters of credit. Of the total unfunded loan commitments, $869 million were commitments available as lines of credit to be drawn at any time as customers’ cash needs vary, and $122 million were for loan commitments generally expected to close and become funded within the next 12 to 18 months. We regularly monitor fluctuations in loan balances and commitment levels, and include such data in our overall liquidity management.
We monitor our liquidity position and funding strategies on an ongoing basis, but recognize that unexpected events, changes in economic or market conditions, a reduction in earnings performance, declining capital levels or situations beyond our control could cause liquidity challenges. While we believe it is unlikely that a funding crisis of any significant degree is likely to materialize, we have developed a comprehensive contingency funding plan that provides a framework for meeting liquidity disruptions.
Capital Resources
Shareholders’ equity was $418 million at March 31, 2020, compared to $417 million at December 31, 2019. The $1.8 million increase during the first three months of 2020 primarily reflects the positive impact of net income totaling $10.7 million and the negative impacts of cash dividends on common shares totaling $4.5 million and stock repurchase activity aggregating $6.3 million. Positively impacting shareholders’ equity during the first three months of 2020 was a $1.1 million after-tax increase in the market value of our available for sales securities portfolio, reflecting a decline in market interest rates during that time period.
MERCANTILE BANK CORPORATION
As part of a $20 million common stock repurchase program announced in May 2019 and instituted in conjunction with the completion of our existing program that was introduced in January 2015 and later expanded in April 2016, we repurchased approximately 222,000 shares for $6.3 million, or a weighted average all-in cost per share of $28.25, during the first quarter of 2020. During the period of January 2015 through March 2020, we repurchased approximately 1,612,000 shares for $38.9 million, or a weighted average all-in cost per share of $24.13, under the original and new programs on a combined basis. In March 2020, we elected to curtail stock repurchases to preserve capital for lending and other purposes while we assess the potential impacts of the Coronavirus Pandemic. We have the ability to reinstate the repurchase program as circumstances warrant. The stock buybacks have been funded from cash dividends paid to us from our bank. Additional repurchases may be made during in future periods under the authorized plan, which would also likely be funded from cash dividends paid to us from our bank.
We and our bank are subject to regulatory capital requirements administered by state and federal banking agencies. Failure to meet the various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements. Under the final BASEL III capital rules that became effective on January 1, 2015, there is a requirement for a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not meet this required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in cash dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer requirement was phased in over three years beginning in 2016. The capital buffer requirement raised the minimum required common equity Tier 1 capital ratio to 7.0%, the Tier 1 capital ratio to 8.5% and the total capital ratio to 10.5% on a fully phased-in basis on January 1, 2019. We believe that, as of March 31, 2020, our bank met all capital adequacy requirements under the BASEL III capital rules on a fully phased-in basis.
As of March 31, 2020, our bank’s total risk-based capital ratio was 12.9%, compared to 13.0% at December 31, 2019. Our bank’s total regulatory capital increased $0.5 million during the first three months of 2020, in large part reflecting the net impact of net income totaling $12.1 million and cash dividends paid to us aggregating $13.0 million. Our bank’s total risk-based capital ratio was also impacted by a $32.6 million increase in total risk-weighted assets, primarily resulting from net growth in commercial loans. As of March 31, 2020, our bank’s total regulatory capital equaled $425 million, or approximately $94 million in excess of the 10.0% minimum that is among the requirements to be categorized as “well capitalized.” Our and our bank’s capital ratios as of March 31, 2020 and December 31, 2019 are disclosed in Note 11 of the Notes to Consolidated Financial Statements.
Results of Operations
We recorded net income of $10.7 million, or $0.65 per basic and diluted share, for the first quarter of 2020, compared to net income of $11.8 million, or $0.72 per basic and diluted share, for the first quarter of 2019. Proceeds from a bank owned life insurance death benefits claim and a gain on the sale of a former branch facility during the first quarter of 2019 increased reported net income during the prior-year period by approximately $1.8 million, or $0.11 per diluted share. Excluding the impacts of these transactions, diluted earnings per share increased $0.04, or 6.6%, during the current-year first quarter compared to the prior-year first quarter.
The improved adjusted net income in the first quarter of 2020 compared to the prior-year first quarter primarily resulted from increased noninterest income, which more than offset higher overhead costs and lower net interest income. Noninterest income during the first quarter of 2019 benefited from the previously-mentioned bank owned life insurance death benefits claim and gain on the sale of a former branch facility. Excluding the impacts of these transactions, noninterest income during the current-year first quarter was up about 38% compared to the respective 2019 period, mainly reflecting increased mortgage banking activity income. Growth in service charges on accounts, payroll processing fees, and credit and debit card income also contributed to the higher level of noninterest income. The increased level of noninterest expense primarily reflected higher salary costs. Increased occupancy, furniture, and data processing costs also contributed to the higher level of overhead costs. The decreased net interest income resulted from a decline in the net interest margin, which more than offset the positive impact of a higher level of earning assets.
MERCANTILE BANK CORPORATION
Interest income during the first quarter of 2020 was $37.9 million, a decrease of $0.7 million, or 1.8%, from the $38.6 million earned during the first quarter of 2019. The decrease resulted from a lower yield on average earning assets, which more than offset the impact of growth in average earning assets. The yield on average earning assets was 4.54% during the first quarter of 2020, compared to 4.89% during the first quarter of 2019. The decreased yield on average earning assets primarily resulted from a lower yield on loans, which declined from 5.21% during the first quarter of 2019 to 4.69% during the current-year first quarter. The decrease was mainly due to a lower yield on commercial loans, which equaled 4.76% in the first quarter of 2020 compared to 5.32% in the prior-year first quarter. The lower yield primarily reflected reduced interest rates on variable-rate commercial loans resulting from the Federal Open Market Committee (“FOMC”) significantly decreasing the targeted federal funds rate by 225 basis points during the second half of 2019 and first three months of 2020.
The negative impact of the decreased yield on commercial loans was partially mitigated by an improved yield on securities, which equaled 4.73% and 2.82% during the first quarters of 2020 and 2019, respectively. The increased yield on securities mainly reflected the recording of $1.8 million in accelerated discount accretion on called U.S. Government agency bonds as interest income during the first three months of 2020. No accelerated discount accretion was recorded during the first three months of 2019. As part of our interest rate risk management program, U.S. Government agency bonds are periodically purchased at discounts during rising interest rate environments; if these bonds are called during decreasing interest rate environments, the remaining unaccreted discount amounts are immediately recognized as interest income.
A change in earning asset mix and a decreased yield on interest-earning deposits also contributed to the lower yield on average earning assets in the current-year first quarter compared to the respective 2019 period. On average, lower-yielding interest-earning deposits represented 4.6% of earning assets during the first quarter of 2020, up from 2.1% during the first quarter of 2019, while higher-yielding loans represented 85.1% of earning assets during the current-year first quarter, down from 86.8% during the respective 2019 period. The yield on interest-earning deposits was 1.22% during the first three months of 2020, down from 2.40% during the first three months of 2019, primarily reflecting the decreased interest rate environment. Average earning assets equaled $3.36 billion during the current-year first quarter, up $150 million, or 4.7%, from the level of $3.21 billion during the prior-year first quarter; average interest-earning deposits were up $85.7 million, average loans were up $73.6 million, and average securities were down $9.6 million.
Interest expense during the first quarter of 2020 was $7.6 million, a decrease of $0.4 million, or 4.7%, from the $8.0 million expensed during the first quarter of 2019. The decrease in interest expense is attributable to a lower weighted average cost of interest-bearing liabilities, which equaled 1.36% in the current-year first quarter compared to 1.47% in the prior-year first quarter. The decrease in the weighted average cost of interest-bearing liabilities reflected lower costs of non-time deposit accounts and borrowed funds. The cost of interest-bearing non-time deposit accounts decreased from 0.64% during the first quarter of 2019 to 0.46% during the first quarter of 2020, primarily reflecting lower interest rates paid on money market accounts; the reduced interest rates mainly reflect the decreasing interest rate environment. The cost of borrowed funds decreased from 2.43% during the first three months of 2019 to 2.31% during the respective 2020 period, mainly reflecting a lower cost of subordinated debentures. The cost of subordinated debentures was 5.90% during the current-year first quarter, down from 7.09% during the respective 2019 period due to decreases in the 90-Day Libor Rate stemming from the declining interest rate environment. Average interest-bearing liabilities were $2.24 billion during the first three months of 2020, up $40.6 million, or 1.8%, from the $2.20 billion average during the first three months of 2019.
MERCANTILE BANK CORPORATION
Net interest income during the first quarter of 2020 was $30.3 million, a decrease of $0.3 million, or 1.1%, from the $30.6 million earned during the first quarter of 2019. The decline in net interest income resulted from a decreased net interest margin, which more than offset the positive impact of an increase in average earning assets. The net interest margin decreased from 3.88% in the first quarter of 2019 to 3.63% in the current-year first quarter due to a lower yield on average earning assets, which more than offset a reduction in the cost of funds. The decreased yield on average earning assets primarily reflected lower interest rates on variable-rate commercial loans stemming from the aforementioned FOMC rate cuts, while the decreased cost of funds mainly reflected lower interest rates on money market accounts and subordinated debentures. As previously mentioned, the recording of accelerated discount accretion on called U.S. Government agency bonds partially mitigated the negative impact of the decreased yield on commercial loans on the yield on average earning assets during the first quarter of 2020. The accelerated discount accretion recorded during the first quarter of 2020 positively impacted the net interest margin by 22 basis points.
The following table sets forth certain information relating to our consolidated average interest-earning assets and interest-bearing liabilities and reflects the average yield on assets and average cost of liabilities for the first quarters of 2020 and 2019. Such yields and costs are derived by dividing income or expense by the average daily balance of assets or liabilities, respectively, for the period presented. Tax-exempt securities interest income and yield for the first quarters of 2020 and 2019 have been computed on a tax equivalent basis using a marginal tax rate of 21.0%. Securities interest income was increased by $60,000 in both the first quarters of 2020 and 2019, respectively, for this non-GAAP, but industry standard, adjustment. This adjustment equated to a one basis point increase in our net interest margin during both the first quarter of 2020 and the respective 2019 period.
|
|
Quarters ended March 31,
|
|
|
|
2 0 2 0
|
|
|
2 0 1 9
|
|
|
|
Average
|
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
|
|
|
Average
|
|
|
|
Balance
|
|
|
Interest
|
|
|
Rate
|
|
|
Balance
|
|
|
Interest
|
|
|
Rate
|
|
|
|
(dollars in thousands)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
2,861,047
|
|
|
$
|
33,442
|
|
|
|
4.69
|
%
|
|
$
|
2,787,430
|
|
|
$
|
35,789
|
|
|
|
5.21
|
%
|
Investment securities
|
|
|
344,906
|
|
|
|
4,077
|
|
|
|
4.73
|
|
|
|
354,459
|
|
|
|
2,501
|
|
|
|
2.82
|
|
Other interest-earning assets
|
|
|
153,638
|
|
|
|
475
|
|
|
|
1.22
|
|
|
|
67,915
|
|
|
|
407
|
|
|
|
2.40
|
|
Total interest - earning assets
|
|
|
3,359,591
|
|
|
|
37,994
|
|
|
|
4.54
|
|
|
|
3,209,804
|
|
|
|
38,697
|
|
|
|
4.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses
|
|
|
(23,710
|
)
|
|
|
|
|
|
|
|
|
|
|
(22,727
|
)
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
266,903
|
|
|
|
|
|
|
|
|
|
|
|
254,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,602,784
|
|
|
|
|
|
|
|
|
|
|
$
|
3,441,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits
|
|
$
|
1,724,030
|
|
|
$
|
4,641
|
|
|
|
1.08
|
%
|
|
$
|
1,668,562
|
|
|
$
|
4,804
|
|
|
|
1.17
|
%
|
Short-term borrowings
|
|
|
102,850
|
|
|
|
40
|
|
|
|
0.15
|
|
|
|
104,534
|
|
|
|
104
|
|
|
|
0.40
|
|
Federal Home Loan Bank advances
|
|
|
365,429
|
|
|
|
2,212
|
|
|
|
2.40
|
|
|
|
379,067
|
|
|
|
2,234
|
|
|
|
2.36
|
|
Other borrowings
|
|
|
49,682
|
|
|
|
724
|
|
|
|
5.77
|
|
|
|
49,263
|
|
|
|
850
|
|
|
|
6.97
|
|
Total interest-bearing liabilities
|
|
|
2,241,991
|
|
|
|
7,617
|
|
|
|
1.36
|
|
|
|
2,201,426
|
|
|
|
7,992
|
|
|
|
1.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits
|
|
|
923,827
|
|
|
|
|
|
|
|
|
|
|
|
852,247
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
17,355
|
|
|
|
|
|
|
|
|
|
|
|
11,997
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity
|
|
|
419,611
|
|
|
|
|
|
|
|
|
|
|
|
376,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders’ equity
|
|
$
|
3,602,784
|
|
|
|
|
|
|
|
|
|
|
$
|
3,441,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
|
$
|
30,377
|
|
|
|
|
|
|
|
|
|
|
$
|
30,705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread
|
|
|
|
|
|
|
|
|
|
|
3.18
|
%
|
|
|
|
|
|
|
|
|
|
|
3.42
|
%
|
Net interest spread on average assets
|
|
|
|
|
|
|
|
|
|
|
3.38
|
%
|
|
|
|
|
|
|
|
|
|
|
3.62
|
%
|
Net interest margin on earning assets
|
|
|
|
|
|
|
|
|
|
|
3.63
|
%
|
|
|
|
|
|
|
|
|
|
|
3.88
|
%
|
A loan loss provision expense of $0.8 million was recorded during the first quarter of 2020, compared to $0.9 million during the first quarter of 2019. The provision expense recorded during the current-year first quarter mainly reflected an increased allocation related to the economic conditions environmental factor; the provision expense also depicted ongoing net loan growth. The provision expense recorded during the first three months of 2019 primarily reflected ongoing net loan growth. During the first quarter of 2020, loan charge-offs were less than $0.1 million, while recoveries of prior period charge-offs equaled $0.2 million, providing for net loan recoveries of $0.2 million. During the first quarter of 2019, loan charge-offs totaled $0.2 million, while recoveries of prior period charge-offs equaled $0.1 million, providing for net loan charge-offs of $0.1 million. The allowance for loans, as a percentage of total loans, was 0.9% as of March 31, 2020, December 31, 2019, and March 31, 2019.
MERCANTILE BANK CORPORATION
Noninterest income was $6.6 million during both the first quarter of 2020 and the prior-year first quarter. Noninterest income during the first quarter of 2019 included a bank owned life insurance death benefits claim of $1.3 million and a gain on the sale of a former branch facility of $0.6 million. Excluding the impacts of these transactions, noninterest income increased $1.8 million, or 38.1%, during the current-year first quarter compared to the respective 2019 period. The improved level of noninterest income primarily reflected increased mortgage banking activity income stemming from the ongoing success of strategic initiatives that were designed to increase market presence, an increase in the percentage of originated loans being sold, and a decrease in residential mortgage loan interest rates, which spurred a significant increase in refinance activity. Increased service charges on accounts, payroll processing fees, and credit and debit card income also contributed to the higher level of noninterest income.
Noninterest expense during the first quarter of 2020 was $22.9 million, an increase of $1.1 million, or 5.1%, from the $21.8 million expensed during the first quarter of 2019. The higher level of expense primarily resulted from increased salary costs, mainly reflecting higher residential mortgage loan originator commissions and employee merit pay increases. Higher occupancy and furniture costs, mainly reflecting increased depreciation expense associated with an expansion of our main office, and data processing costs, primarily depicting growth in transaction volume and new product offerings, also contributed to the increased level of noninterest expense.
During the first quarter of 2020, we recorded income before federal income tax of $13.2 million and a federal income tax expense of $2.5 million. During the first quarter of 2019, we recorded income before federal income tax of $14.6 million and a federal income tax expense of $2.8 million. The decrease in federal income tax expense during the first quarter of 2020 compared to the prior-year first quarter resulted from the lower level of income before federal income tax. Our effective tax rate was 19.0% during both the first three months of 2020 and the respective 2019 period.