Mercantile Bank (US:MBWM)2024-03-01 20:07Part I Business Mercantile Bank Corporation, a Michigan-based bank holding company, provides commercial and retail banking services across 43 locations, focusing on small- to medium-sized businesses - Mercantile Bank Corporation is a Michigan-registered bank holding company, with Mercantile Bank as its primary subsidiary, becoming a financial holding company in April 201410 - Mercantile Bank, a state-chartered bank, operates 43 offices primarily serving small- to medium-sized businesses and retail customers in West and Central Michigan11 - As of December 31, 2023, the company employed 665 individuals (631 full-time, 34 part-time), emphasizing human capital and DEI initiatives24 - The company's ESG Committee has driven sustainability efforts, reducing natural gas use by 29% and electricity by 39% over five years, with eStatement adoption nearing 60% by year-end 2023293031 Commercial Real Estate Loan Portfolio Composition (as of Dec 31) | Category | 2023 Balance (in thousands USD) | % of Total | 2022 Balance (in thousands USD) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Real estate – owner occupied | $717,667 | 16.7% | $639,192 | 16.3% | | Real estate – non-owner occupied | $1,035,684 | 24.1% | $979,214 | 25.0% | | Office (non-owner occupied) | $271,448 | 6.3% | $324,227 | 8.3% | | Vacant land, land development, and residential construction | $74,753 | 1.7% | $61,873 | 1.6% | | Real estate – multi-family and residential rental | $332,609 | 7.7% | $266,468 | 6.8% | | Total Commercial Real Estate Loans | $2,160,713 | 50.2% | $1,946,747 | 49.7% | - Total commercial real estate loans represented 247% of total regulatory capital as of December 31, 2023 and 2022, remaining below the 300% regulatory guideline40 - Asset quality remained strong, with nonaccrual loans decreasing to $3.4 million (0.1% of total loans) at year-end 2023 from $7.7 million (0.2% of total loans) at year-end 202250 Risk Factors The company faces multiple risks including interest rate sensitivity, liquidity concerns, commercial real estate exposure, intense competition, cybersecurity threats, and regulatory changes - Interest Rate Risk: Earnings are highly dependent on net interest income and sensitive to Federal Reserve policies, where rising rates can increase defaults and negatively impact the economy6162 - Liquidity Risk: Approximately 49% of the company's deposits were uninsured as of December 31, 2023, posing a significant withdrawal risk, especially given recent financial institution failures64 - Commercial Real Estate Risk: Approximately 50% of the total loan portfolio is in commercial real estate, making it vulnerable to value declines and borrower strain under stressed economic conditions66 - Competition Risk: The company faces substantial competition from larger financial institutions with greater resources, higher lending limits, and potentially less regulation69 - Cybersecurity Risk: Constant threats of cyber-attacks pose risks of data loss, reputational damage, regulatory penalties, and financial losses, with remote work introducing additional vulnerabilities99100 - Regulatory Risk: The banking industry is subject to extensive and changing regulation, where minimum capital requirements could impact dividend payments or necessitate dilutive capital raises103104 Unresolved Staff Comments The company has no unresolved written comments from the SEC staff issued 180 days or more before the end of its 2023 fiscal year - There are no unresolved written comments from the SEC staff regarding periodic or current reports issued 180 days or more before the end of the 2023 fiscal year114 Cybersecurity The company's cybersecurity program, overseen by the CISO and Board, includes policies and 24/7 third-party monitoring, with no material incidents reported to date - The cybersecurity program is managed by the Chief Information Security Officer (CISO), reporting to the Senior Management Team and Board of Directors116117 - The company employs a third-party firm for continuous 24/7 monitoring of its information systems, including intrusion detection and instantaneous alerting118 - The Board of Directors annually reviews and approves the Information & Cyber Security Program Policy (ICSPP) and Response Policy (ICSRP), monitoring material risks including cybersecurity123124 - To date, cybersecurity threats or incidents have not materially affected the company122 Part II Properties The company operates 43 banking offices, primarily in Western and Central Michigan, with most facilities owned and considered sufficient for growth - The company operates 43 banking offices, with its headquarters in Grand Rapids, Michigan127 - All banking offices are bank-owned, except for ten locations under operating lease agreements127 Legal Proceedings The company may be involved in incidental legal proceedings, but management believes none are currently material to its financial condition - Management believes the company is not a party to any legal proceedings material to its financial condition129 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on Nasdaq under "MBWM", with consistent quarterly cash dividends increasing to $0.35 per share for Q1 2024, and no share repurchases in 2022-2023 - The company's common stock trades on the Nasdaq Global Select Market under the symbol "MBWM", with approximately 1,200 record holders and 7,000 beneficial owners as of February 29, 2024132 Quarterly Stock Prices and Dividends (2022-2023) | Period | High Price (USD) | Low Price (USD) | Dividend per Share (USD) | | :--- | :--- | :--- | :--- | | 2023 | | | | | First Quarter | $37.00 | $29.39 | $0.33 | | Second Quarter | $31.56 | $23.89 | $0.33 | | Third Quarter | $36.73 | $26.95 | $0.34 | | Fourth Quarter | $41.93 | $30.12 | $0.34 | | 2022 | | | | | First Quarter | $40.01 | $34.93 | $0.31 | | Second Quarter | $36.04 | $30.10 | $0.31 | | Third Quarter | $39.03 | $29.26 | $0.32 | | Fourth Quarter | $36.36 | $30.02 | $0.32 | - A cash dividend of $0.35 per share was declared on January 11, 2024, payable on March 13, 2024139 - No shares were repurchased during 2022 or 2023 under the stock repurchase program, leaving approximately $6.8 million available as of December 31, 2023140142 Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is incorporated by reference from the Financial Information section - Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated by reference from a later section of the Annual Report145 Controls and Procedures Management, including the CEO and CFO, concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with no significant changes reported - Management, including the CEO and CFO, concluded the company's disclosure controls and procedures were effective as of December 31, 2023149 - Based on the COSO framework, management concluded the company's internal control over financial reporting was effective as of December 31, 2023152 Part III Directors, Executive Compensation, and Corporate Governance Information on directors, executive compensation, and corporate governance is incorporated by reference from the company's definitive Proxy Statement for the May 23, 2024 Annual Meeting of Shareholders - Information for Items 10, 11, 13, and 14 is incorporated by reference from the company's Proxy Statement for the Annual Meeting of Shareholders on May 23, 2024156157161162 Security Ownership and Equity Compensation Plans Security ownership information is incorporated by reference from the Proxy Statement, with 393,387 securities available for future issuance under the Stock Incentive Plan of 2023 as of December 31, 2023 Equity Compensation Plan Information (as of Dec 31, 2023) | Plan Category | Securities to be issued upon exercise (a) (units) | Weighted-average exercise price (b) (USD) | Securities remaining available for future issuance (c) (units) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 0 | $0 | 393,387 | | Equity compensation plans not approved by security holders | 0 | $0 | 0 | | Total | 0 | $0 | 393,387 | - The available securities are under the Stock Incentive Plan of 2023, allowing for awards such as stock options, restricted stock, and stock awards160 Part IV Exhibits and Financial Statement Schedules This section lists financial statements and exhibits filed as part of the Form 10-K, with Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firms incorporated by reference - The Consolidated Financial Statements, Notes, and Reports of Independent Registered Public Accounting Firms are filed as part of this report and incorporated by reference in Item 8164 Financial Information Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) In 2023, net income rose to $82.2 million, driven by increased net interest income and loan growth, while total assets grew to $5.35 billion, maintaining strong asset quality and capital ratios Financial Overview This section provides a high-level summary of the company's financial performance, including net income, diluted EPS, loan growth, and asset quality Key Financial Results | Metric | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Net Income | $82.2 million | $61.1 million | | Diluted EPS | $5.13 | $3.85 | - The increase in net income was primarily driven by higher net interest income, resulting from an improved net interest margin and strong loan growth187 - Commercial loans increased by $283 million (9%) during 2023, while residential mortgage loans grew by $120 million (17%)189190 - Asset quality remained strong, with nonperforming loans at 0.08% of total loans and net loan charge-offs of only $0.1 million for the year191 Financial Condition This section details the company's balance sheet, including asset and liability composition, loan portfolio, allowance for credit losses, and shareholders' equity - Total assets increased by $481 million during 2023 to $5.35 billion, with total loans growing by $387 million, deposits by $188 million, and FHLBI advances by $160 million199 - The allowance for credit losses was $49.9 million (1.16% of total loans) at year-end 2023, up from $42.2 million (1.08% of total loans) at year-end 2022214215220 - The securities available for sale portfolio increased by $14.2 million to $617 million, with the net unrealized loss improving to $63.9 million from $82.7 million at year-end 2022222 - Shareholders' equity increased by $80.7 million to $522 million, driven by $82.2 million in net income and a $14.9 million decline in the after-tax net unrealized loss on securities, partially offset by $21.0 million in cash dividends234 Results of Operations This section analyzes the company's income statement, focusing on net interest income, provision for credit losses, noninterest income, and noninterest expense - Net interest income increased by $35.3 million (22.3%) in 2023, driven by a 72 basis point expansion in the net interest margin to 4.05%238239 - The yield on average earning assets increased significantly to 5.68% in 2023 from 3.82% in 2022, primarily due to higher rates on variable-rate commercial loans following FOMC rate hikes239 - The cost of funds rose to 1.63% in 2023 from 0.49% in 2022, reflecting the higher interest rate environment and a shift towards higher-costing deposit products239 - The provision for credit losses was $7.7 million in 2023, up from $6.6 million in 2022, mainly due to loan growth and slower mortgage prepayment speeds250 - Noninterest income remained flat at $32.1 million, as growth in card fees and swap income was offset by lower mortgage banking income and service charges251 - Noninterest expense increased by $7.3 million to $115 million, primarily due to a $3.7 million increase in salary and benefit costs198252 Capital Resources and Liquidity This section discusses the company's capital adequacy, including regulatory capital ratios, and its liquidity position, detailing funding sources and unfunded commitments - The bank's total risk-based capital ratio was 13.4% as of December 31, 2023, exceeding the 10.0% minimum for a "well capitalized" categorization256 - Wholesale funds increased to $636 million (13.8% of total funding) at year-end 2023, up from $308 million (7.3%) at year-end 2022258 - At year-end 2023, the company had $2.09 billion in unfunded loan commitments and $19.4 million in unfunded standby letters of credit263 Market Risk Analysis This section analyzes the company's exposure to market risks, primarily interest rate risk, using net interest income simulation to assess sensitivity Net Interest Income Simulation (Next 12 Months) | Interest Rate Scenario | Dollar Change (in thousands USD) | Percent Change | | :--- | :--- | :--- | | Interest rates down 300 bps | $(16,900) | (8.3)% | | Interest rates down 100 bps | $(6,200) | (3.0)% | | Interest rates up 100 bps | $7,100 | 3.5% | | Interest rates up 300 bps | $21,200 | 10.4% | - The company's primary market risk is interest rate risk, measured by net interest income simulation analysis, indicating the company is asset-sensitive265273 Reports of Independent Registered Public Accounting Firms The report includes unqualified opinions from Plante & Moran, PLLC on 2023 consolidated financial statements and internal control, identifying Allowance for Credit Losses as a critical audit matter - Plante & Moran, PLLC issued an unqualified opinion on the consolidated financial statements for the year ended December 31, 2023279 - Plante & Moran, PLLC issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2023280289 - The critical audit matter identified was the general reserve portion of the Allowance for Credit Losses (ACL), due to significant judgment in determining qualitative factor adjustments284285 - BDO USA, P.C. issued an unqualified opinion on the consolidated financial statements for the two years ended December 31, 2022297 Consolidated Financial Statements The consolidated financial statements show total assets grew to $5.35 billion in 2023, driven by loan growth, with net income increasing to $82.2 million due to higher net interest income Consolidated Balance Sheet Highlights (as of Dec 31) | (in thousands USD) | 2023 | 2022 | | :--- | :--- | :--- | | Total Assets | $5,353,224 | $4,872,619 | | Loans, net | $4,253,844 | $3,874,373 | | Total Deposits | $3,900,918 | $3,712,811 | | Total Liabilities | $4,831,079 | $4,431,211 | | Total Shareholders' Equity | $522,145 | $441,408 | Consolidated Income Statement Highlights (Year Ended Dec 31) | (in thousands USD) | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net Interest Income | $193,545 | $158,244 | $124,062 | | Provision for Credit Losses | $7,700 | $6,550 | $(4,300) | | Noninterest Income | $32,143 | $32,077 | $56,220 | | Noninterest Expense | $115,289 | $107,981 | $110,866 | | Net Income | $82,217 | $61,063 | $59,021 | Notes to Consolidated Financial Statements The notes provide detailed financial information, including CECL adoption, loan portfolio growth to $4.30 billion, increased allowance for credit losses, securities portfolio details, deposit composition shifts, and strong regulatory capital ratios - The company adopted the Current Expected Credit Loss (CECL) model (ASU 2016-13) effective January 1, 2022393 Loan Portfolio by Segment (as of Dec 31) | Loan Segment | 2023 Balance (in thousands USD) | % of Total | 2022 Balance (in thousands USD) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Commercial | $3,415,299 | 79.4% | $3,131,830 | 80.0% | | Retail | $888,459 | 20.6% | $784,789 | 20.0% | | Total Loans | $4,303,758 | 100.0% | $3,916,619 | 100.0% | Allowance for Credit Losses Roll-Forward (Year Ended Dec 31, 2023) | (in thousands USD) | Amount | | :--- | :--- | | Beginning Balance (Jan 1, 2023) | $42,246 | | Provision for credit losses | $7,700 | | Charge-offs | $(863) | | Recoveries | $831 | | Ending Balance (Dec 31, 2023) | $49,914 | Deposit Composition (as of Dec 31) | Deposit Type | 2023 Balance (in thousands USD) | % of Total | 2022 Balance (in thousands USD) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Noninterest-bearing checking | $1,247,640 | 32.1% | $1,604,750 | 43.3% | | Interest-bearing checking | $635,790 | 16.3% | $575,028 | 15.5% | | Money market | $957,434 | 24.5% | $776,723 | 20.9% | | Savings | $262,566 | 6.7% | $381,602 | 10.3% | | Time Deposits | $797,488 | 20.4% | $374,708 | 10.1% | | Total Deposits | $3,900,918 | 100.0% | $3,712,811 | 100.0% | Bank Regulatory Capital Ratios (as of Dec 31, 2023) | Ratio | Actual | Minimum to be Well Capitalized | | :--- | :--- | :--- | | Total capital (to risk weighted assets) | 13.4% | 10.0% | | Tier 1 capital (to risk weighted assets) | 12.4% | 8.0% | | Common equity (to risk weighted assets) | 12.4% | 6.5% | | Tier 1 capital (to average assets) | 12.2% | 5.0% |