Toggle SGML Header (+)


Section 1: 10-Q (FORM 10-Q)

mbwm20200331_10q.htm
 

 

Table of Contents

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to           .

 

Commission File No. 000-26719

 

MERCANTILE BANK CORPORATION

(Exact name of registrant as specified in its charter)

 

Michigan

38-3360865

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

 

310 Leonard Street, NW, Grand Rapids, MI 49504

(Address of principal executive offices) (Zip Code)

 

(616) 406-3000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒           No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☒           No ☐

 

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

 

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated ☐

Smaller reporting company ☐

Emerging growth company ☐

 

 

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

MBWM

The Nasdaq Stock Market LLC

 

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

Yes  ☐           No ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☐           No ☒

 

At April 30, 2020, there were 16,206,062 shares of common stock outstanding.

 

 

 

 

 

MERCANTILE BANK CORPORATION

INDEX

 


 

PART I.

Financial Information

Page No.

 

  

  

 

Item 1. Financial Statements

  

 

  

  

 

Consolidated Balance Sheets (Unaudited) - March 31, 2020 and December 31, 2019

 1

 

 

  

 

Consolidated Statements of Income (Unaudited) - Three Months Ended March 31, 2020 and March 31, 2019

 2

 

 

  

 

Consolidated Statements of Comprehensive Income (Unaudited) - Three Months Ended March 31, 2020 and March 31, 2019

 3

 

  

  

 

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - Three Months Ended March 31, 2020 and March 31, 2019

 4

 

 

  

 

Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2020 and March 31, 2019

 6

 

  

  

 

Notes to Consolidated Financial Statements (Unaudited)

 8

 

 

  

 

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

44

 

  

  

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

61

 

  

  

 

Item 4. Controls and Procedures

63

 

  

  

PART II.   

Other Information

  

 

  

  

 

Item 1. Legal Proceedings

64

 

  

  

 

Item 1A. Risk Factors

64

 

  

  

 

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

65

 

  

  

 

Item 3. Defaults Upon Senior Securities

65

 

  

  

 

Item 4. Mine Safety Disclosures

65

 

  

  

 

Item 5. Other Information

65

 

  

  

 

Item 6. Exhibits

66

 

  

  

 

Signatures

67

 

 

 
 

MERCANTILE BANK CORPORATION

PART I --- FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 


 

   

March 31,

   

December 31,

 
   

2020

   

2019

 
                 

ASSETS

               

Cash and due from banks

  $ 49,781,000     $ 53,262,000  

Interest-earning deposits

    186,938,000       180,469,000  

Total cash and cash equivalents

    236,719,000       233,731,000  
                 

Securities available for sale

    312,147,000       334,655,000  

Federal Home Loan Bank stock

    18,002,000       18,002,000  
                 

Loans

    2,901,543,000       2,856,667,000  

Allowance for loan losses

    (24,828,000

)

    (23,889,000

)

Loans, net

    2,876,715,000       2,832,778,000  
                 

Premises and equipment, net

    59,143,000       57,327,000  

Bank owned life insurance

    70,613,000       70,297,000  

Goodwill

    49,473,000       49,473,000  

Core deposit intangible, net

    3,443,000       3,840,000  

Other assets

    31,132,000       32,812,000  
                 

Total assets

  $ 3,657,387,000     $ 3,632,915,000  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

               

Deposits

               

Noninterest-bearing

  $ 956,290,000     $ 924,916,000  

Interest-bearing

    1,689,126,000       1,765,468,000  

Total depositss

    2,645,416,000       2,690,384,000  
                 

Securities sold under agreements to repurchase

    133,270,000       102,675,000  

Federal Home Loan Bank advances

    394,000,000       354,000,000  

Subordinated debentures

    47,051,000       46,881,000  

Accrued interest and other liabilities

    19,261,000       22,414,000  

Total liabilities

    3,238,998,000       3,216,354,000  
                 

Commitments and contingent liabilities (Note 8)

               
                 

Shareholders' equity

               

Preferred stock, no par value; 1,000,000 shares authorized; none issued

    0       0  

Common stock, no par value; 40,000,000 shares authorized; 16,205,207 shares outstanding at March 31, 2020 and 16,425,136 shares outstanding at December 31, 2019

    299,584,000       305,035,000  

Retained earnings

    114,012,000       107,831,000  

Accumulated other comprehensive income (loss)

    4,793,000       3,695,000  

Total shareholders’ equity

    418,389,000       416,561,000  
                 

Total liabilities and shareholders’ equity

  $ 3,657,387,000     $ 3,632,915,000  

 


See accompanying notes to consolidated financial statements.

 

1

 

 

MERCANTILE BANK CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 


 

   

Three Months

   

Three Months

 
   

Ended

   

Ended

 
   

March 31,

   

March 31,

 
   

2020

   

2019

 

Interest income

               

Loans, including fees

  $ 33,442,000     $ 35,789,000  

Securities, taxable

    3,441,000       1,880,000  

Securities, tax-exempt

    576,000       561,000  

Other interest-earning assets

    475,000       407,000  

Total interest income

    37,934,000       38,637,000  
                 

Interest expense

               

Deposits

    4,641,000       4,804,000  

Short-term borrowings

    40,000       104,000  

Federal Home Loan Bank advances

    2,212,000       2,234,000  

Subordinated debentures and other borrowings

    724,000       850,000  

Total interest expense

    7,617,000       7,992,000  
                 

Net interest income

    30,317,000       30,645,000  
                 

Provision for loan losses

    750,000       850,000  
                 

Net interest income after provision for loan losses

    29,567,000       29,795,000  
                 

Noninterest income

               

Service charges on deposit and sweep accounts

    1,222,000       1,077,000  

Mortgage banking income

    2,627,000       1,057,000  

Credit and debit card income

    1,361,000       1,337,000  

Payroll services

    577,000       505,000  

Earnings on bank owned life insurance

    336,000       1,630,000  

Other income

    427,000       1,026,000  

Total noninterest income

    6,550,000       6,632,000  
                 

Noninterest expense

               

Salaries and benefits

    13,528,000       13,015,000  

Occupancy

    2,059,000       1,762,000  

Furniture and equipment depreciation, rent and maintenance

    778,000       635,000  

Data processing costs

    2,483,000       2,216,000  

Other expense

    4,092,000       4,202,000  

Total noninterest expenses

    22,940,000       21,830,000  
                 

Income before federal income tax expense

    13,177,000       14,597,000  
                 

Federal income tax expense

    2,504,000       2,773,000  
                 

Net income

  $ 10,673,000     $ 11,824,000  
                 

Basic earnings per share

  $ 0.65     $ 0.72  

Diluted earnings per share

  $ 0.65     $ 0.72  

Cash dividends per share

  $ 0.28     $ 0.26  

Average basic shares outstanding

    16,350,281       16,429,571  

Average diluted shares outstanding

    16,351,559       16,435,176  

 


See accompanying notes to consolidated financial statements.

 

2

 

 

MERCANTILE BANK CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 


 

   

Three Months

Ended

March 31,

2020

   

Three Months

Ended

March 31,

2019

 
                 

Net income

  $ 10,673,000     $ 11,824,000  
                 

Other comprehensive income (loss):

               

Unrealized holding gains (losses) on securities available for sale

    1,391,000       4,449,000  

Tax effect of unrealized holding gains (losses) on securities available for sale

    (293,000

)

    (934,000

)

Other comprehensive income (loss), net of tax effect

    1,098,000       3,515,000  
                 

Comprehensive income

  $ 11,771,000     $ 15,339,000  

 


See accompanying notes to consolidated financial statements.

 

3

 

 

MERCANTILE BANK CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY

(Unaudited)

 


   

($ in thousands except per share amounts)

 

Preferred

Stock

   

Common

Stock

   

Retained

Earnings

   

Accumulated

Other

Comprehensive

Income (Loss)

   

Total

Shareholders’

Equity

 
                                         

Balances, January 1, 2020

  $ 0     $ 305,035     $ 107,831     $ 3,695     $ 416,561  
                                         

Employee stock purchase plan (642 shares)

            14                       14  
                                         

Dividend reinvestment plan (8,073 shares)

            192                       192  
                                         

Stock-based compensation expense

            625                       625  
                                         

Share repurchase program (222,385 shares)

            (6,282

)

                    (6,282

)

                                         

Cash dividends ($0.28 per common share)

                    (4,492

)

            (4,492

)

                                         

Net income for the three months ended March 31, 2020

                    10,673               10,673  
                                         

Change in net unrealized holding gain/(loss) on securities available for sale, net of tax effect

                            1,098       1,098  
                                         

Balances, March 31, 2020

  $ 0     $ 299,584     $ 114,012     $ 4,793     $ 418,389  

 


See accompanying notes to consolidated financial statements.

 

4

 

MERCANTILE BANK CORPORATION 

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY (Continued)

(Unaudited)

 


 

($ in thousands except per share amounts)

 

Preferred

Stock

   

Common

Stock

   

Retained

Earnings

   

Accumulated

Other

Comprehensive

Income (Loss)

   

Total

Shareholders’

Equity

 
                                         

Balances, January 1, 2019

  $ 0     $ 308,005     $ 75,483     $ (8,239

)

  $ 375,249  
                                         

Employee stock purchase plan (416 shares)

            14                       14  
                                         

Dividend reinvestment plan (5,425 shares)

            182                       182  
                                         

Stock option exercises (500 shares)

            2                       2  
                                         

Stock-based compensation expense

            744                       744  
                                         

Share repurchase program (119,120 shares)

            (3,601

)

                    (3,601

)

                                         

Cash dividends ($0.26 per common share)

                    (4,200

)

            (4,200

)

                                         

Net income for the three months ended March 31, 2019

                    11,824               11,824  
                                         

Change in net unrealized holding gain/(loss) on securities available for sale, net of tax effect

                            3,515       3,515  
                                         

Balances, March 31, 2019

  $ 0     $ 305,346     $ 83,107     $ (4,724

)

  $ 383,729  

 


See accompanying notes to consolidated financial statements.

 

5

 

 

MERCANTILE BANK CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 


 

   

Three Months

   

Three Months

 
   

Ended

   

Ended

 
   

March 31, 2020

   

March 31, 2019

 

Cash flows from operating activities

               

Net income

  $ 10,673,000     $ 11,824,000  

Adjustments to reconcile net income to net cash from operating activities

               

Depreciation and amortization

    982,000       2,178,000  

Accretion of acquired loans

    (113,000

)

    (146,000

)

Provision for loan losses

    750,000       850,000  

Stock-based compensation expense

    625,000       744,000  

Proceeds from sales of mortgage loans held for sale

    68,627,000       21,609,000  

Origination of mortgage loans held for sale

    (86,206,000

)

    (21,592,000

)

Net gain from sales of mortgage loans held for sale

    (2,096,000

)

    (705,000

)

Net gain from sales and valuation write-downs of foreclosed assets

    (49,000

)

    (27,000

)

Net gain from sales and valuation write-downs of former bank premises

    (27,000

)

    (558,000

)

Net loss from sales and write-downs of fixed assets

    54,000       0  

Earnings on bank owned life insurance

    (336,000

)

    (1,630,000

)

Net change in:

               

Accrued interest receivable

    220,000       (1,464,000

)

Other assets

    271,000       1,147,000  

Accrued interest and other liabilities

    (3,153,000

)

    (9,785,000

)

Net cash from/(for) operating activities

    (9,778,000

)

    2,445,000  
                 

Cash flows from investing activities

               

Loan originations and payments, net

    (24,910,000

)

    (45,840,000

)

Purchases of securities available for sale

    (99,002,000

)

    (2,415,000

)

Proceeds from maturities, calls and repayments of securities available for sale

    124,510,000       6,162,000  

Purchases of Federal Home Loan Bank stock

    0       (1,980,000

)

Proceeds from sales of foreclosed assets

    106,000       171,000  

Proceeds from sales of former bank premises

    162,000       854,000  

Proceeds from bank owned life insurance cash value release and death benefits

    0       3,996,000  

Purchases of bank owned life insurance

    0       (2,500,000

)

Net purchases of premises and equipment

    (3,159,000

)

    (2,732,000

)

Net cash for investing activities

    (2,293,000

)

    (44,284,000

)

                 

Cash flows from financing activities

               

Net increase (decrease) in time deposits

    (61,810,000

)

    165,532,000  

Net increase (decrease) in all other deposits

    16,842,000       (18,266,000

)

Net increase in securities sold under agreements to repurchase

    30,595,000       7,716,000  

Maturities of Federal Home Loan Bank advances

    0       (10,000,000

)

Proceeds from Federal Home Loan Bank advances

    40,000,000       44,000,000  

Proceeds from stock option exercises

    0       2,000  

Employee stock purchase plan

    14,000       14,000  

Dividend reinvestment plan

    192,000       182,000  

Repurchases of common stock

    (6,282,000

)

    (3,601,000

)

Payment of cash dividends to common shareholders

    (4,492,000

)

    (4,200,000

)

Net cash from financing activities

    15,059,000       181,379,000  
                 

Net change in cash and cash equivalents

    2,988,000       139,540,000  

Cash and cash equivalents at beginning of period

    233,731,000       75,354,000  

Cash and cash equivalents at end of period

  $ 236,719,000     $ 214,894,000  

 


See accompanying notes to consolidated financial statements.

 

6

 

MERCANTILE BANK CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

 


 

   

Three Months

   

Three Months

 
   

Ended

   

Ended

 
   

March 31, 2020

   

March 31, 2019

 

Supplemental disclosures of cash flows information

               

Cash paid during the period for:

               

Interest

  $ 8,290,000     $ 6,518,000  

Federal income tax

    0       0  

Noncash financing and investing activities:

               

Transfers from loans to foreclosed assets

    11,000       25,000  

Transfers from bank premises to other real estate owned

    0       0  

 


See accompanying notes to consolidated financial statements.

 

7

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

 

1.    SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation: The unaudited financial statements for the three months ended March 31, 2020 include the consolidated results of operations of Mercantile Bank Corporation and its consolidated subsidiaries. These subsidiaries include 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 center”). These consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and Item 303(b) of Regulation S-K and do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for a complete presentation of our financial condition and results of operations. In the opinion of management, the information reflects all adjustments (consisting only of normal recurring adjustments) which are necessary in order to make the financial statements not misleading and for a fair presentation of the results of operations for such periods. The results for the period ended March 31, 2020 should not be considered as indicative of results for a full year. For further information, refer to the consolidated financial statements and footnotes included in our annual report on Form 10-K for the year ended December 31, 2019.

 

We have five separate business trusts that were formed to issue trust preferred securities. Subordinated debentures were issued to the trusts in return for the proceeds raised from the issuance of the trust preferred securities. The trusts are not consolidated, but instead we report the subordinated debentures issued to the trusts as a liability.

 

Earnings Per Share: Basic earnings per share is based on the weighted average number of common shares and participating securities outstanding during the period. Diluted earnings per share include the dilutive effect of additional potential common shares issuable under our stock-based compensation plans and are determined using the treasury stock method. Our unvested restricted shares, which contain non-forfeitable rights to dividends whether paid or accrued (i.e., participating securities), are included in the number of shares outstanding for both basic and diluted earnings per share calculations. In the event of a net loss, our unvested restricted shares are excluded from the calculation of both basic and diluted earnings per share.

 

Approximately 256,000 unvested restricted shares were included in determining both basic and diluted earnings per share for the three months ended March 31, 2020. In addition, stock options for approximately 4,000 shares of common stock were included in determining diluted earnings per share for the three months ended March 31, 2020. Stock options for approximately 7,000 shares of common stock were antidilutive and not included in determining diluted earnings per share for the three months ended March 31, 2020.

 

Approximately 263,000 unvested restricted shares were included in determining both basic and diluted earnings per share for the three months ended March 31, 2019. In addition, stock options for approximately 12,000 shares of common stock were included in determining diluted earnings per share for the three months ended March 31, 2019. Stock options for approximately 7,000 shares of common stock were antidilutive and not included in determining diluted earnings per share for the three months ended March 31, 2019.

 


(Continued)

 

8

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

1.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Securities: Debt securities classified as held to maturity are carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available for sale when they might be sold prior to maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax. Federal Home Loan Bank stock is carried at cost.

 

Interest income includes amortization of purchase premiums and accretion of discounts. Premiums and discounts on securities are amortized or accreted on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

 

Declines in the fair value of debt securities below their amortized cost that are other-than-temporary impairment (“OTTI”) are reflected in earnings or other comprehensive income, as appropriate. For those debt securities whose fair value is less than their amortized cost, we consider our intent to sell the security, whether it is more likely than not that we will be required to sell the security before recovery and whether we expect to recover the entire amortized cost of the security based on our assessment of the issuer’s financial condition. In analyzing an issuer’s financial condition, we consider whether the securities are issued by the federal government or its agencies, and whether downgrades by bond rating agencies have occurred. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement, and 2) OTTI related to other factors, such as liquidity conditions in the market or changes in market interest rates, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost.

 

Loans: Loans that we have the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

 

Interest income on commercial loans and mortgage loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection. Consumer and credit card loans are typically charged-off no later than when they are 120 days past due. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal and interest is considered doubtful.

 

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

 


(Continued)

 

9

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

1.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. As of March 31, 2020 and December 31, 2019, we determined that the fair value of our mortgage loans held for sale approximated the recorded cost of $24.7 million and $5.0 million, respectively. Loans held for sale are reported as part of our total loans on the balance sheet.

 

Mortgage loans held for sale are generally sold with servicing rights retained. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold, which is reduced by the cost allocated to the servicing right. We generally lock in the sale price to the purchaser of the mortgage loan at the same time we make an interest rate commitment to the borrower. These mortgage banking activities are not designated as hedges and are carried at fair value. The net gain or loss on mortgage banking derivatives is included in the gain on sale of loans. Mortgage loans serviced for others totaled approximately $742 million and $727 million as of March 31, 2020 and December 31, 2019, respectively.

 

Mortgage Banking Activities: Mortgage loan servicing rights are recognized as assets based on the allocated value of retained servicing rights on mortgage loans sold. Mortgage loan 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 revenues. Impairment is evaluated based on the fair value of the rights using groupings of the underlying mortgage loans as to interest rates. Any impairment of a grouping is reported as a valuation allowance.

 

Servicing fee income is recorded for fees earned for servicing mortgage loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. Amortization of mortgage loan servicing rights is netted against mortgage loan servicing income and recorded in mortgage banking activities in the income statement.

 

Troubled Debt Restructurings: A loan is accounted for as a troubled debt restructuring if we, for economic or legal reasons, grant a concession to a borrower considered to be experiencing financial difficulties that we would not otherwise consider. A troubled debt restructuring may involve the receipt of assets from the debtor in partial or full satisfaction of the loan, or a modification of terms such as a reduction of the stated interest rate or balance of the loan, a reduction of accrued interest, an extension of the maturity date or renewal of the loan at a stated interest rate lower than the current market rate for a new loan with similar risk, or some combination of these concessions. Troubled debt restructurings can be in either accrual or nonaccrual status. Nonaccrual troubled debt restructurings are included in nonperforming loans. Accruing troubled debt restructurings are generally excluded from nonperforming loans as it is considered probable that all contractual principal and interest due under the restructured terms will be collected.

 

In accordance with current accounting guidance, loans modified as troubled debt restructurings are, by definition, considered to be impaired loans. Impairment for these loans is measured on a loan-by-loan basis similar to other impaired loans as described below under “Allowance for Loan Losses.” Certain loans modified as troubled debt restructurings may have been previously measured for impairment under a general allowance methodology (i.e., pooling), thus at the time the loan is modified as a troubled debt restructuring the allowance will be impacted by the difference between the results of these two measurement methodologies. Loans modified as troubled debt restructurings that subsequently default are factored into the determination of the allowance in the same manner as other defaulted loans.

 

On March 22, 2020, the federal banking agencies issued an “Interagency Statement on Loan Modifications and reporting for Financial Institutions Working with Customers Affected by the Coronavirus.”  This guidance encourages financial institutions to work prudently with borrowers that may be unable to meet their contractual obligations because of the effects of the Coronavirus.  The guidance goes on to explain that in consultation with the FASB staff that the federal banking agencies conclude that short-term modifications (e.g. six months) made on a good faith basis to borrowers who were current as of the implementation date of a relief program are not troubled debt restructurings.  Section 4013 of the CARES Act also addressed Coronavirus-related modifications and specified that Coronavirus-related modifications on loans that were current as of December 31, 2019 are not troubled debt restructurings.

 

In early April 2020, we 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 scheduled 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.

 


(Continued)

 

10

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

1.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Allowance for Loan Losses: The allowance for loan losses (“allowance”) is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when we believe the uncollectability of a loan is confirmed. Subsequent recoveries, if any, are credited to the allowance. We estimate the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. 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.

 

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

 

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.

 

Derivatives: Derivative financial instruments are recognized as assets or liabilities at fair value. The accounting for changes in the fair value of derivatives depends on the use of the derivatives and whether the derivatives qualify for hedge accounting. Used as part of our asset and liability management to help manage interest rate risk, our derivatives have generally consisted of interest rate swap agreements that qualified for hedge accounting. We do not use derivatives for trading purposes.

 

Changes in the fair value of derivatives that are designated, for accounting purposes, as a hedge of the variability of cash flows to be received on various assets and liabilities and are effective are reported in other comprehensive income. They are later reclassified into earnings in the same periods during which the hedged transaction affects earnings and are included in the line item in which the hedged cash flows are recorded. If hedge accounting does not apply, changes in the fair value of derivatives are recognized immediately in current earnings as interest income or expense.

 

If designated as a hedge, we formally document the relationship between derivatives as hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet. If designated as a hedge, we also formally assess, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in cash flows of the hedged items. Ineffective hedge gains and losses are recognized immediately in current earnings as noninterest income or expense. We discontinue hedge accounting when we determine the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative is settled or terminates, or treatment of the derivative as a hedge is no longer appropriate or intended.

 


(Continued)

 

11

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

1.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Goodwill and Core Deposit Intangible: 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 should events or changes in circumstances indicate the carrying value of the goodwill may not be recoverable. We may elect to perform a qualitative assessment for the annual impairment test. If the qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if we elect not to perform a qualitative assessment, then we would be required to perform a quantitative test for goodwill impairment. If the estimated fair value of the reporting unit is less than the carrying value, goodwill is impaired and is written down to its estimated fair value. In 2019, we elected to perform a qualitative assessment for our annual impairment test and concluded it is more likely than not our fair value was greater than its carrying amount; therefore, no further testing was required.

 

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.

 

The core deposit intangible that arose from the Firstbank Corporation acquisition was initially measured at fair value and is being amortized into noninterest expense over a ten-year period using the sum-of-the-years-digits methodology.

 

Revenue from Contracts with Customers: We record revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Under Topic 606, we must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) we satisfy a performance obligation. Significant revenue has not been recognized in the current reporting period that results from performance obligations satisfied in previous periods.

 

Our primary sources of revenue are derived from interest and dividends earned on loans, securities and other financial instruments that are not within the scope of Topic 606. We have evaluated the nature of our contracts with customers and determined that further disaggregation of revenue from contracts with customers into more granular categories beyond what is presented in the Consolidated Statements of Income was not necessary. We generally satisfy our performance obligations on contracts with customers as services are rendered, and the transaction prices are typically fixed and charged either on a periodic basis (generally monthly) or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers.

 

Recent Events:  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”). 

 

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.

 


(Continued)

 

12

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

1.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

Subsequent Event: 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. As of April 30, 2020, we had originated over 1,750 loans aggregating $523 million in loans under the PPP.

 

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.

 

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.

 

Adoption of New Accounting Standards: In February 2016, the FASB issued ASU 2016-02, Leases. This ASU (as subsequently amended by ASU 2018-01, ASU 2018-10, ASU 2018-11 and ASU 2018-20) establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The ASU was effective for annual and interim periods beginning after December 15, 2018. The adoption of this new standard as of January 1, 2019 resulted in the recording of a ROU asset and associated lease liability of approximately $1.3 million.

 


(Continued)

 

13

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

1.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. This ASU (as subsequently amended by ASU 2018-19) significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace the current “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (i) financial assets subject to credit losses and measured at amortized cost, and (ii) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments and financial guarantees. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans, and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Financial institutions are not required to comply with the 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. 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. Had we adopted CECL on January 1, 2020, the allowance would have decreased by $1.0 million, resulting in an increase to retained earnings of $0.8 million.

 

 

 

2.

SECURITIES

  

The amortized cost and fair value of available for sale securities and the related pre-tax gross unrealized gains and losses recognized in accumulated other comprehensive income are as follows:

 

   

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair

Value

 

March 31, 2020

                               

U.S. Government agency debt obligations

  $ 161,931,000     $ 1,893,000     $ 0     $ 163,824,000  

Mortgage-backed securities

    38,514,000       1,258,000       (3,000

)

    39,769,000  

Municipal general obligation bonds

    101,006,000       2,880,000       (21,000

)

    103,865,000  

Municipal revenue bonds

    4,129,000       61,000       (1,000

)

    4,189,000  

Other investments

    500,000       0       0       500,000  
                                 
    $ 306,080,000     $ 6,092,000     $ (25,000

)

  $ 312,147,000  
                                 

December 31, 2019

                               

U.S. Government agency debt obligations

  $ 185,103,000     $ 2,449,000     $ (1,142,000

)

  $ 186,410,000  

Mortgage-backed securities

    41,998,000       554,000       (82,000

)

    42,470,000  

Municipal general obligation bonds

    98,245,000       2,864,000       (30,000

)

    101,079,000  

Municipal revenue bonds

    4,133,000       63,000       0       4,196,000  

Other investments

    500,000       0       0       500,000  
                                 
    $ 329,979,000     $ 5,930,000     $ (1,254,000

)

  $ 334,655,000  

 


(Continued)

 

14

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

2.    SECURITIES (Continued)

  

Securities with unrealized losses at March 31, 2020 and December 31, 2019, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows:

   

   

Less than 12 Months

   

12 Months or More

   

Total

 
   

Fair

   

Unrealized

   

Fair

   

Unrealized

   

Fair

   

Unrealized

 
   

Value

   

Loss

   

Value

   

Loss

   

Value

   

Loss

 

March 31, 2020

                                               

U.S. Government agency debt obligations

  $ 0     $ 0     $ 0     $ 0     $ 0     $ 0  

Mortgage-backed securities

    1,487,000       2,000       26,000       1,000       1,513,000       3,000  

Municipal general obligation bonds

    3,894,000       19,000       713,000       2,000       4,607,000       21,000  

Municipal revenue bonds

    0       0       554,000       1,000       554,000       1,000  
                                                 
    $ 5,381,000     $ 21,000     $ 1,293,000     $ 4,000     $ 6,674,000     $ 25,000  

 

 

   

Less than 12 Months

   

12 Months or More

   

Total

 
   

Fair

Value

   

Unrealized

Loss

   

Fair

Value

   

Unrealized

Loss

   

Fair

Value

   

Unrealized

Loss

 

December 31, 2019

                                               

U.S. Government agency debt obligations

  $ 25,650,000     $ 349,000     $ 73,913,000     $ 793,000     $ 99,563,000     $ 1,142,000  

Mortgage-backed securities

    2,838,000       28,000       10,423,000       54,000       13,261,000       82,000  

Municipal general obligation bonds

    3,755,000       18,000       994,000       12,000       4,749,000       30,000  

Municipal revenue bonds

    0       0       0       0       0       0  
                                                 
    $ 32,243,000     $ 395,000     $ 85,330,000     $ 859,000     $ 117,573,000     $ 1,254,000  

 

We evaluate securities for other-than-temporary impairment at least on a quarterly basis. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability we have to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. For those debt securities whose fair value is less than their amortized cost basis, we also consider our intent to sell the security, whether it is more likely than not that we will be required to sell the security before recovery and if we do not expect to recover the entire amortized cost basis of the security. In analyzing an issuer’s financial condition, we may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and the results of reviews of the issuer’s financial condition.

 


(Continued)

 

15

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

2.    SECURITIES (Continued) 

 

At March 31, 2020, 30 debt securities with fair values totaling $6.7 million have unrealized losses aggregating to less than $0.1 million. At December 31, 2019, 107 debt securities with fair values totaling $118 million had unrealized losses aggregating $1.3 million. After we considered whether the securities were issued by the federal government or its agencies and whether downgrades by bond rating agencies had occurred, we determined that the unrealized losses were due to changing interest rate environments. As we do not intend to sell our debt securities before recovery of their cost basis and we believe it is more likely than not that we will not be required to sell our debt securities before recovery of the cost basis, no unrealized losses are deemed to be other-than-temporary.

 

The amortized cost and fair value of debt securities at March 31, 2020, by maturity, are shown in the following table. The contractual maturity is utilized for U.S. Government agency debt obligations and municipal bonds. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately. Weighted average yields are also reflected, with yields for municipal securities shown at their tax equivalent yield.

 

   

Weighted

                 
   

Average

   

Amortized

   

Fair

 
   

Yield (%)

   

Cost

   

Value

 
                       

Due in 2020

  2.15     $ 13,522,000     $ 13,531,000  

Due in 2021 through 2025

  2.02       68,273,000       68,995,000  

Due in 2026 through 2030

  2.43       114,339,000       116,535,000  

Due in 2031 and beyond

  3.05       70,932,000       72,817,000  

Mortgage-backed securities

  2.69       38,514,000       39,769,000  

Other investments

  5.25       500,000       500,000  
                       

Total available for sale securities

  2.51     $ 306,080,000     $ 312,147,000  

 

Securities issued by the State of Michigan and all its political subdivisions had a combined amortized cost of $100 million and $96.5 million at March 31, 2020 and December 31, 2019, respectively, with estimated market values of $103 million and $99.4 million, respectively. Securities issued by all other states and their political subdivisions had a combined amortized cost of $5.2 million and $5.9 million at March 31, 2020 and December 31, 2019, respectively, with estimated market values of $5.4 million and $5.9 million, respectively. Total securities of any other specific issuer, other than the U.S. Government and its agencies and the State of Michigan and all its political subdivisions, did not exceed 10% of shareholders’ equity.

 

The carrying value of U.S. Government agency debt obligations and mortgage-backed securities that are pledged to secure repurchase agreements was $133 million and $103 million at March 31, 2020 and December 31, 2019, respectively. Investments in Federal Home Loan Bank stock are restricted and may only be resold or redeemed by the issuer.

 


(Continued)

 

16

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

 

3.    LOANS AND ALLOWANCE FOR LOAN LOSSES

 

Loans originated for investment are stated at their principal amount outstanding adjusted for partial charge-offs, the allowance, and net deferred loan fees and costs. Interest income on loans is accrued over the term of the loans primarily using the simple interest method based on the principal balance outstanding. Interest is not accrued on loans where collectability is uncertain. Accrued interest is presented separately in the consolidated balance sheet. Loan origination fees and certain direct costs incurred to extend credit are deferred and amortized over the term of the loan or loan commitment period as an adjustment to the related loan yield.

 

Our total loans at March 31, 2020 were $2.90 billion compared to $2.86 billion at December 31, 2019, an increase of $44.9 million, or 1.6%. The components of our loan portfolio disaggregated by class of loan within the loan portfolio segments at March 31, 2020 and December 31, 2019, and the percentage change in loans from the end of 2019 to the end of the first quarter of 2020, are as follows:

 

                                   

Percent

 
   

March 31, 2020

   

December 31, 2019

   

Increase

 
   

Balance

   

%

   

Balance

   

%

   

(Decrease)

 
                                         

Commercial:

                                       

Commercial and industrial

  $ 873,679,000       30.1

%

  $ 846,551,000       29.6

%

    3.2

%

Vacant land, land development, and residential construction

    62,908,000       2.2       56,119,000       2.0       12.1  

Real estate – owner occupied

    579,229,000       20.0       579,003,000       20.3       0.1  

Real estate – non-owner occupied

    823,366,000       28.3       835,346,000       29.2       (1.4

)

Real estate – multi-family and residential rental

    133,148,000       4.6       124,525,000       4.4       6.9  

Total commercial

    2,472,330,000       85.2       2,441,544,000       85.5       1.3  
                                         

Retail:

                                       

Home equity and other

    72,875,000       2.5       75,374,000       2.6       (3.3

)

1-4 family mortgages

    356,338,000       12.3       339,749,000       11.9       4.9  

Total retail

    429,213,000       14.8       415,123,000       14.5       3.4  
                                         

Total loans

  $ 2,901,543,000       100.0

%

  $ 2,856,667,000       100.0

%

    1.6

%

 

Nonperforming loans as of March 31, 2020 and December 31, 2019 were as follows:

 

   

March 31,

   

December 31,

 
   

2020

   

2019

 
                 

Loans past due 90 days or more still accruing interest

  $ 0     $ 0  

Nonaccrual loans

    3,469,000       2,284,000  
                 

Total nonperforming loans

  $ 3,469,000     $ 2,284,000  

 


(Continued)

 

17

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

3.    LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

 

The recorded principal balance of nonperforming loans was as follows:

 

   

March 31,

   

December 31,

 
   

2020

   

2019

 

Commercial:

               

Commercial and industrial

  $ 156,000     $ 0  

Vacant land, land development, and residential construction

    326,000       0  

Real estate – owner occupied

    287,000       134,000  

Real estate – non-owner occupied

    0       0  

Real estate – multi-family and residential rental

    1,000       2,000  

Total commercial

    770,000       136,000  
                 

Retail:

               

Home equity and other

    279,000       255,000  

1-4 family mortgages

    2,420,000       1,893,000  

Total retail

    2,699,000       2,148,000  
                 

Total nonperforming loans

  $ 3,469,000     $ 2,284,000  

 

An age analysis of past due loans is as follows as of March 31, 2020:

 

   

30 – 59

Days

Past Due

   

60 – 89

Days

Past Due

   

Greater

Than 89

Days

Past Due

   

Total

Past Due

   

Current

   

Total

Loans

   

Recorded

Balance

> 89

Days and Accruing

 
                                                         

Commercial:

                                                       

Commercial and industrial

  $ 123,000     $ 579,000     $ 0     $ 702,000     $ 872,977,000     $ 873,679,000     $ 0  

Vacant land, land development, and residential construction

    482,000       0       43,000       525,000       62,383,000       62,908,000       0  

Real estate – owner occupied

    0       0       232,000       232,000       578,997,000       579,229,000       0  

Real estate – non-owner occupied

    0       0       0       0       823,366,000       823,366,000       0  

Real estate – multi-family and residential rental

    181,000       0       0       181,000       132,967,000       133,148,000       0  

Total commercial

    786,000       579,000       275,000       1,640,000       2,470,690,000       2,472,330,000       0  
                                                         

Retail:

                                                       

Home equity and other

    172,000       27,000       58,000       257,000       72,618,000       72,875,000       0  

1-4 family mortgages

    514,000       0       381,000       895,000       355,443,000       356,338,000       0  

Total retail

    686,000       27,000       439,000       1,152,000       428,061,000       429,213,000       0  
                                                         

Total past due loans

  $ 1,472,000     $ 606,000     $ 714,000     $ 2,792,000     $ 2,898,751,000     $ 2,901,543,000     $ 0  

 


(Continued)

 

18

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

3.

LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

 

An age analysis of past due loans is as follows as of December 31, 2019:

 

   

30 – 59

Days

Past Due

   

60 – 89

Days

Past Due

   

Greater

Than 89

Days

Past Due

   

Total

Past Due

   

Current

   

Total

Loans

   

Recorded

Balance

> 89

Days and

Accruing

 
                                                         

Commercial:

                                                       

Commercial and industrial

  $ 0     $ 0     $ 0     $ 0     $ 846,551,000     $ 846,551,000     $ 0  

Vacant land, land development, and residential construction

    191,000       0       0       191,000       55,928,000       56,119,000       0  

Real estate – owner occupied

    0       0       134,000       134,000       578,869,000       579,003,000       0  

Real estate – non-owner occupied

    0       0       0       0       835,346,000       835,346,000       0  

Real estate – multi-family and residential rental

    0       0       0       0       124,525,000       124,525,000       0  

Total commercial

    191,000       0       134,000       325,000       2,441,219,000       2,441,544,000       0  
                                                         

Retail:

                                                       

Home equity and other

    171,000       65,000       20,000       256,000       75,118,000       75,374,000       0  

1-4 family mortgages

    745,000       29,000       529,000       1,303,000       338,446,000       339,749,000       0  

Total retail

    916,000       94,000       549,000       1,559,000       413,564,000       415,123,000       0  
                                                         

Total past due loans

  $ 1,107,000     $ 94,000     $ 683,000     $ 1,884,000     $ 2,854,783,000     $ 2,856,667,000     $ 0  

 


(Continued)

 

19

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

3.    LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

 

Impaired loans as of March 31, 2020, and average impaired loans for the three months ended March 31, 2020, were as follows:

 

                           

First Quarter

 
   

Unpaid

                   

Average

 
   

Contractual

   

Recorded

           

Recorded

 
   

Principal

   

Principal

   

Related

   

Principal

 
   

Balance

   

Balance

   

Allowance

   

Balance

 

With no related allowance recorded:

                               

Commercial:

                               

Commercial and industrial

  $ 10,167,000     $ 10,167,000     $ 0     $ 9,148,000  

Vacant land, land development and residential construction

    199,000       199,000       0       142,000  

Real estate – owner occupied

    4,905,000       4,857,000       0       2,762,000  

Real estate – non-owner occupied

    0       0       0       89,000  

Real estate – multi-family and residential rental

    26,000       5,000       0       7,000  

Total commercial

    15,297,000       15,228,000       0       12,148,000  
                                 

Retail:

                               

Home equity and other

    1,359,000       1,273,000       0       1,241,000  

1-4 family mortgages

    4,851,000       2,683,000       0       2,325,000  

Total retail

    6,210,000       3,956,000       0       3,566,000  
                                 

Total with no related allowance recorded

  $ 21,507,000     $ 19,184,000     $ 0     $ 15,714,000  

 


(Continued)

 

20

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

3.    LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

  

                           

First Quarter

 
   

Unpaid

                   

Average

 
   

Contractual

   

Recorded

           

Recorded

 
   

Principal

   

Principal

   

Related

   

Principal

 
   

Balance

   

Balance

   

Allowance

   

Balance

 

With an allowance recorded:

                               

Commercial:

                               

Commercial and industrial

  $ 2,172,000     $ 2,172,000     $ 1,071,000     $ 1,315,000  

Vacant land, land development and residential construction

    385,000       385,000       85,000       192,000  

Real estate – owner occupied

    203,000       203,000       13,000       640,000  

Real estate – non-owner occupied

    0       0       0       0  

Real estate – multi-family and residential rental

    0       0       0       0  

Total commercial

    2,760,000       2,760,000       1,169,000       2,147,000  
                                 

Retail:

                               

Home equity and other

    414,000       396,000       289,000       440,000  

1-4 family mortgages

    613,000       613,000       154,000       485,000  

Total retail

    1,027,000       1,009,000       443,000       925,000  
                                 

Total with an allowance recorded

  $ 3,787,000     $ 3,769,000     $ 1,612,000     $ 3,072,000  
                                 

Total impaired loans:

                               

Commercial

  $ 18,057,000     $ 17,988,000     $ 1,169,000     $ 14,295,000  

Retail

    7,237,000       4,965,000       443,000       4,491,000  

Total impaired loans

  $ 25,294,000     $ 22,953,000     $ 1,612,000     $ 18,786,000  

 


(Continued)

 

21

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

3.    LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

 

Impaired loans as of December 31, 2019, and average impaired loans for the three months ended March 31, 2019, were as follows:

 

                           

First Quarter

 
   

Unpaid

                   

Average

 
   

Contractual

   

Recorded

           

Recorded

 
   

Principal

   

Principal

   

Related

   

Principal

 
   

Balance

   

Balance

   

Allowance

   

Balance

 

With no related allowance recorded:

                               

Commercial:

                               

Commercial and industrial

  $ 8,129,000     $ 8,129,000     $ 0     $ 9,487,000  

Vacant land, land development and residential construction

    85,000       85,000       0       92,000  

Real estate – owner occupied

    715,000       667,000       0       1,582,000  

Real estate – non-owner occupied

    178,000       178,000       0       31,000  

Real estate – multi-family and residential rental

    29,000       9,000       0       26,000  

Total commercial

    9,136,000       9,068,000       0       11,218,000  
                                 

Retail:

                               

Home equity and other

    1,279,000       1,209,000       0       1,062,000  

1-4 family mortgages

    3,272,000       1,968,000       0       2,191,000  

Total retail

    4,551,000       3,177,000       0       3,253,000  
                                 

Total with no related allowance recorded

  $ 13,687,000     $ 12,245,000     $ 0     $ 14,471,000  

 


(Continued)

 

22

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

3.   LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

 

                           

First Quarter

 
   

Unpaid

                   

Average

 
   

Contractual

   

Recorded

           

Recorded

 
   

Principal

   

Principal

   

Related

   

Principal

 
   

Balance

   

Balance

   

Allowance

   

Balance

 

With an allowance recorded:

                               

Commercial:

                               

Commercial and industrial

  $ 460,000     $ 458,000     $ 202,000     $ 5,416,000  

Vacant land, land development and residential construction

    0       0       0       0  

Real estate – owner occupied

    1,078,000       1,078,000       982,000       2,823,000  

Real estate – non-owner occupied

    0       0       0       199,000  

Real estate – multi-family and residential rental

    0       0       0       135,000  

Total commercial

    1,538,000       1,536,000       1,184,000       8,573,000  
                                 

Retail:

                               

Home equity and other

    502,000       485,000       356,000       775,000  

1-4 family mortgages

    358,000       356,000       83,000       748,000  

Total retail

    860,000       841,000       439,000       1,523,000  
                                 

Total with an allowance recorded

  $ 2,398,000     $ 2,377,000     $ 1,623,000     $ 10,096,000  
                                 

Total impaired loans:

                               

Commercial

  $ 10,674,000     $ 10,604,000     $ 1,184,000     $ 19,791,000  

Retail

    5,411,000       4,018,000       439,000       4,776,000  

Total impaired loans

  $ 16,085,000     $ 14,622,000     $ 1,623,000     $ 24,567,000  

 

Impaired loans for which no allocation of the allowance for loan losses has been made generally reflect situations whereby the loans have been charged-down to estimated collateral value. Interest income recognized on accruing troubled debt restructurings totaled $0.3 million during the first quarter of 2020 and 2019. No interest income was recognized on nonaccrual loans during either the first quarter of 2020 or 2019. Lost interest income on nonaccrual loans totaled less than $0.1 million during the first quarter of 2020 and 2019.

 


(Continued)

 

23

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

3.    LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

 

Credit Quality Indicators. We utilize a comprehensive grading system for our commercial loans. All commercial loans are graded on a ten grade rating system. The rating system utilizes standardized grade paradigms that analyze several critical factors such as cash flow, operating performance, financial condition, collateral, industry condition and management. All commercial loans are graded at inception and reviewed and, if appropriate, re-graded at various intervals thereafter. The risk assessment for retail loans is primarily based on the type of collateral.

 

Credit quality indicators were as follows as of March 31, 2020:

 

Commercial credit exposure – credit risk profiled by internal credit risk grades:

 

   

Commercial

and

Industrial

   

Commercial

Vacant Land,

Land

Development,

and Residential Construction

   

Commercial

Real Estate -

Owner

Occupied

   

Commercial

Real Estate -

Non-Owner

Occupied

   

Commercial

Real Estate -

Multi-Family

and Residential

Rental

 
                                         

Internal credit risk grade groupings:

                                       

Grades 1 – 4

  $ 528,288,000     $ 24,943,000     $ 340,680,000     $ 562,617,000     $ 74,923,000  

Grades 5 – 7

    333,023,000       37,263,000       233,258,000       260,617,000       58,088,000  

Grades 8 – 9

    12,368,000       702,000       5,291,000       132,000       137,000  

Total commercial

  $ 873,679,000     $ 62,908,000     $ 579,229,000     $ 823,366,000     $ 133,148,000  

                 

Retail credit exposure – credit risk profiled by collateral type:

 

   

Retail

   

Retail

 
   

Home Equity

   

1-4 Family

 
   

and Other

   

Mortgages

 
                 

Performing

    72,596,000       353,918,000  

Nonperforming

    279,000       2,420,000  

Total retail

  $ 72,875,000     $ 356,338,000  

 


(Continued)

 

24

 

MERCANTILE BANK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


  

3.    LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

 

Credit quality indicators were as follows as of December 31, 2019:

 

Commercial credit exposure – credit risk profiled by internal credit risk grades:

        

   

Commercial

and

Industrial

   

Commercial

Vacant Land,

Land

Development,

and Residential Construction

   

Commercial

Real Estate -

Owner

Occupied

   

Commercial

Real Estate -

Non-Owner

Occupied

   

Commercial

Real Estate -

Multi-Family

and Residential

Rental

 
                                         

Internal credit risk grade groupings:

                                       

Grades 1 – 4

  $ 521,920,000     $ 26,065,000     $ 351,671,000     $ 563,087,000     $ 85,152,000  

Grades 5 – 7

    309,824,000       29,716,000       220,980,000       272,124,000       39,203,000  

Grades 8 – 9

    14,807,000       338,000       6,352,000