Good morning, and welcome to the Mercantile Bank Corporation's Third Quarter 2022 Conference Call. All participants will be in a listen-only mode today. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note that this event is being recorded. I would now like to turn the conference over to Julia Ward, Lambert Investor Relations. Please go ahead.

Good morning, everyone, and thank you for joining Mercantile Bank Corporation's conference call and webcast to discuss the company's financial results for the third quarter of 2022. Joining me today are members of Mercantile's management team, including Bob Kaminski, President and Chief Executive Officer; Chuck Christmas, Executive Vice President and Chief Financial Officer; and Ray Reitsma, Chief Operating Officer and President of the Bank. We will begin the call with management's prepared remarks and presentation to review the quarter's results then open the call to questions. Before turning the call over to management, it is my responsibility to inform you that this call may involve certain forward-looking statements such as projections of revenue, earnings and capital structure as well as statements on the plans and objectives of the company's business. The company's actual results could differ materially from any forward-looking statements made today. Due to factors described in the company's latest Securities and Exchange Commission filings, the company assumes no obligation to update any forward-looking statements made during the call. If anyone does not already have a copy of the third quarter 2022 press release and presentation deck issued by Mercantile today, you can access it at the company's website www.mercbank.com. At this time, I would like to turn the call over to Mercantile's President and Chief Executive Officer, Bob Kaminski.

Thank you, Julia, and thanks to all of you for joining us on the conference call today. Today, our company released its September 30 financial results and we are pleased to report another very successful quarter with noteworthy results and several important performance metrics and strategic initiatives. Strong profitability driven by an increase in net interest margin trending to a more normal -- trending to more normal levels from the lows over the past few years, continued growth in many of our fee income categories, continuation of steady loan growth in both commercial and retail portfolios with consistent strength in our loan pipelines, strong asset quality and diligent expense control. For the third quarter, Mercantile posted earnings of $1.01 per share and revenues of $49.6 million. Earnings per share for the first nine months of 2022 are $2.48. This morning, we also announced a cash dividend of $0.32 per share payable on December 14th. Ray and Chuck will provide the details on the various aspects of our performance for the quarter in their comments coming up shortly. As we have discussed during our communications over the past many quarters, the Mercantile team prides itself in nimbleness which allows us to skillfully adapt very quickly to various external forces and conditions. As we demonstrated throughout the pandemic, Mercantile management and employees were able to assess the conditions and then pivot to seamlessly transition to serve the needs of our clients and appropriately manage risks to ensure a strong performance of our company for our stakeholders. Now during the current environment, we and our clients and business partners are diligently working to continue positioning ourselves for optimal performance and results, should economic strains emerge as a result of the actions taken by the Fed to slow the high rate of inflation. Currently,…

Thank you, Bob. My comments will center around dynamics in the commercial and residential mortgage loan portfolios and non-interest income. We reported annualized core commercial loan growth of nearly 10% for the third quarter and 11% for the first-nine months of 2022. This growth has been possible due to the efforts of our commercial lending team and their focus on relationship building and the community bank value proposition and was achieved despite payouts related to asset sales or planned refinancing activities of $158 million year-to-date. Our commercial backlog remains consistent with prior periods as we continue to fund this impressive level of growth. The pipeline for construction commitments that we expect to fund over the next 12 months to 18 months totals a $169 million. Presently, line of credit utilization is 36% compared to 33% a year ago, however, bank commitments in aggregate have increased $459 million over the past year. The portfolio is also well positioned for the rising rate environment as 64% of the portfolio is comprised of floating rate loans up from 50% at March 31, 2021 accomplished largely through our SWOT program. Asset quality is pristine with non-performing assets of 2.8 basis points of total assets and nominal amounts past due loans. There were no additions to non-accrual loans and non-performing assets during the quarter. While we are proud of our strong asset quality metrics, we remain vigilant in our monitoring efforts to identify any sign of deterioration in our loan portfolio. Our lenders are the first line of defense to recognize emerging areas of risk, our risk rating process is robust with an emphasis on current borrower cash flow in our rating model, providing sensitivity to any challenges evolving within borrowers finances. All that said, our customers continue to report strong results to date and…

Thanks, Ray, and good morning to everybody. As noted on Slide 10, this morning, we announced net income of $16.0 million or $1.01 per diluted share for the third quarter of 2022 compared with net income of $15.1 million or $0.95 per diluted share for the respective prior-year period. Net income during the first-nine months of 2022 totaled $39.3 million, or $2.48 per diluted share compared to $47.4 million, or $2.95 per diluted share during the first-nine months of 2021. Higher net interest income stemming from an improving net interest margin and ongoing strong loan growth combined with continued strength in asset quality metrics and increases in several key fee income revenue streams in large part mitigated a significant decline in mortgage banking revenue as industry wide originations come off the record levels of 2020 and 2021, which were driven by low mortgage loan rates and results in refinance activity. Our earnings performance in the 2021 period also benefited from lower loan loss provisions, reflecting improved economic expectations. Turning to Slide 11, interest income on loans increased during the 2022 periods compared to the prior year periods, reflecting an increase in interest rate environment and growth in core commercial and residential mortgage loans. Our third quarter loan yield was 59 basis points higher than the second quarter and 49 basis points higher than the third quarter of 2021. The yield on loans during the first-nine months of 2022 was relatively similar to that of the respective 2021 period as the increase in interest rate environment impact didn't start in earnest until the second quarter of 2022 and the 2021 period was significantly impacted by PPP net loan fee accretion. Interest income on securities also increased during the 2022 periods compared to the prior year periods, reflecting growth in the securities…

Thank you, Chuck. That concludes management's prepared comments and we'll now open the call up to the question-and-answer session.

We will now begin the question-and-answer session. [Operator Instructions] And our first question here will come from Brendan Nosal with Piper Sandler. Please go ahead.

Hey. Good morning, guys. How are you?

Good morning, Brendan.

Good morning.

Good. Maybe to start off here on the near-term margin outlook. I guess, just digging a little bit more, it looks like Fed funds will likely increase by a similar amount in the 4Q versus the 3Q at least on a quarterly average basis, but it looks like you're assuming a good bit less margin expansion in the fourth quarter versus the third quarter. So I guess, just to start off, what are the deposit pricing assumptions you're using in the fourth quarter for your margin guide? And then maybe just help us understand deposit pricing dynamics more broadly as we move through this rate environment?

Yeah. This is Chuck. I'll take a swing at that one. I think and I'm sure you're hearing it with all the banks, is the cost of funds remains one of those big unknowns. I think that along with provision expense. I think, we've definitely have gone through a very unique time period where we have seen interest rates increase quite dramatically, and for virtually all banks or most banks for sure, haven't seen much of an increase in deposit rates, and as I mentioned in my prepared remarks, I think -- we think a lot of that has to do with the excess liquidity that we've had. Now clearly we, with the industry, are using or have been using those funds to fund some strong loan growth which we appreciate, but we believe that we're getting to the point where there is going to be significant increase in competition for deposits, especially if banks continue to grow like they have. So, as I mentioned in my comments, again, we do think that the betas will ultimately return to historical levels, which for us, is somewhere between 40% and 60% relationship with the change in the prime rate depending on deposit type of course. But really up until the first week of October here, we really didn't do anything significant to our deposit rates throughout the entire year, there are certainly certain types in some large customers that we were -- that we have been taking care of, but from a broad standpoint, we did meaningfully increase deposit rates on a bank wide basis until here early in October. And looking at our rate comparisons, it appears that we basically have been doing what all the other banks and our competitive -- from a competitive standpoint, our markets have been…

Yeah. That's fantastic. Thank you, Chuck for all of those thoughts and that color. Perhaps one more from me, just turning to capital. So you folks have avoided the worst of the AOCI marks that others have experienced, so sitting on both strong regulatory capital and tangible common equity today versus I think a lot of the space. Maybe just update us on how you think about kind of putting that excess capital to work over the next couple of quarters or year or so whether it's the buyback, dividend organic growth or M&A, just kind of walk us through those various uses?

Yeah. I think, first and foremost, we want to use the capital to continue our growth. As Ray mentioned, our pipelines are really strong. We've got quite a bit of construction funding. Yes, that remains, so we're looking forward to some strong net commercial loan growth. With the markets the way they are, we think that we'll continue to see growth in the residential mortgage portfolio, maybe not quite as much as we saw through the summer given the typical seasonality that we have here in Michigan and the Midwest. But first and foremost, we want to use that excess capital to fund our loan growth as long as we can prudently underwrite understanding the changing economic environments that we're going to have to keep an eye on. Clearly, we think our stock, I think every CFO is going to tell you their stock is underpriced especially in today's environment. We have not bought back our stock this year and really it's again mostly because we want to use every dollar, if you will, to fund that loan growth. We want to make sure that we keep our cash dividend at a meaningful level as we have, but we also want to be somewhat defensive as well. Clearly, there is an expectation that the economy will slow, clearly that's what the Fed wants to happen and just how that plays out is a big unknown. So if we want to keep some dry powder there in the capital base just to weather any storm that may be coming our way. We're in excess capital position, we like to be there and we don't want to do things to our capital position that puts us in a more difficult position if the economy becomes more negative than what we all hope.

This is Bob. I'll add to that, about 10 months ago now, we did our subordinated debt offering for the purpose of being able to support our pipelines in our growth which has -- have continued to be extensive and that really hasn't changed. Obviously, the concern about the economy is one that makes us cover our strong capital position if we're headed into potentially rocky waters as far as economic conditions, but we feel really good about it, we're able to deploy our capital with our growth and continue on a very strong position.

Fantastic. Thank you once again.

You're welcome, Brendan.

Our next question will come from Daniel Tamayo with Raymond James. Please go ahead.

Good morning, guys.

Good morning.

Hi.

Just I guess more on the deposit side, loan to deposit ratio is back up over 100%. I know you guys are comfortable on that level, but if you don't mind just reminding us where you're comfortable kind of taking that up to, I guess, I'll leave it there and then I'll follow up. Thanks.

Yeah, Daniel. This is Chuck. I'll take that one. Yeah. I think, historically, we've been comfortable around the 100% to 105%. One of the things that we always include internally is the suite product, which is the repurchase agreements, which is averages around $200 million, that to us is deposit money its strong relationships that we have that obviously are swept into that repurchase agreements. So that knocks the ratio down to about 95% or so. But But clearly, we see that the loan to deposit ratio is higher than typical. But it's a ratio that really reflects the opportunities that we have in our lending side and it's just kind of that balance as to how we fund that the potential and growth that we see day-in and day-out, how we use our Federal Home Loan Bank advances, clearly that's the opposite that's going on there. We use that in a very meaningful way. Obviously, not only into fund the asset side of our balance sheet. But to make sure that we are managing our interest rate risk position from the longer term, which I would say, it's five years, commercial real estate fixed portfolio that we've got. One of the things, I think, as you know, over the last couple of years, we've been diligently engage in our back-to-back SWOT program. You've seen -- everybody has seen the SWOT income that results from that, which is great, but really the impetus behind that is to make to eliminate those five year, seven year fixed rate commercial real estate loans, put them into a floating rate loan. Obviously, the back-to-back SWOT program that benefits to our customer, one in the fixed rate. But what that means is, we don't have to utilize FHLB advances to manage that longer-term interest rate risk which free frees us up from doing some things on the deposit side that maybe we wouldn't otherwise want to do. So lots of different things, lot of different ingredients going into the soup there. But the short answer to your question is 100% to 105%. We feel comfortable with and that's what we endeavor to kind of cap it out at that level.

That's a great answer. I appreciate that. And then maybe on the credit side, if we could just talk, I mean, the numbers are really strong in the quarter. If we could just dive into a little bit like where -- what categories you're watching. I mean it looks like even in the slide deck where you broke it out by categories, there's not much in terms of early indicators, but clearly we're potentially going into a recession here. So where are you guys watching most closely in terms of loan category? Thanks.

This is Ray. It's almost reflex to answer that with hotels and restaurants that's been the answer for a long time. They are showing any signs of stress at the moment as you implied in your question. As a matter of fact, the hotels that we financed have actually done quite nicely, but as the economy and the consumption economy moves from goods to services manufacturing portfolio is something that we're watching closely as they adjust to that. So far so good there. Also the impact of disruptions would be felt there first in the supply chain and the availability of goods and the like inputs. And then, finally, the dynamics around the markets that have office buildings in them are highly individualized, but we are watching those closely and we believe we have the right sponsorship groups there to withstand the changes that are coming there as firms come back to work or don't. And so, those are the primary areas that we're watching and again, no over signs of stress as you've noted from the stats, but nevertheless watching them very closely.

Okay. Thanks, Ray. And then lastly, just relatedly on the reserve build small reserve build this quarter, you mentioned there is still a COVID factor in there. Just thoughts on what would be the biggest drivers, I think last quarter you talked about unemployment, you mentioned in your comments that Michigan unemployment went down again this quarter, but just thinking about what might be the impetus for reserves to build going forward? Thanks.

Yeah, Daniel. It's Chuck, again, I mean as we look through our models, when I talk to other banks and they're dealing with their forecast and their models. It appears that and it makes sense that the unemployment rate is by far the biggest factor when it comes to overall economic growth or lack thereof. Clearly, if people are working, they have monies in disposable income. If they're not working then the vast majority, if not all, their money goes to just making ends meet. So we're in a very strange environment, that the unemployment rate has stayed very, very steady at a very, very low level, which of course is causing all kinds of issues including wage inflation and difficulty, not only for banking industry but all industries finding other talent and the people that they need. So I think it's really that unemployment factor that we continue to look at, I think that looking at our CECL solution that is one of the primary drivers. We did see a little bit of an uptick in the unemployment rate in our forecast that we use, a couple of forecast that we use. And we also saw some slowdown in the GDP, which would make sense. So I think that was the impetus of the increase in our reserve through provision expense in the third quarter, which was about $1 million of the $2.9 million, almost $3 million that we provided, so about a third of our provision was related to just the forecast in the economic conditions that are there. I think that we will obviously continue to keep a look at, on the economy or we continue to use our forecast for our policy and for accounting guidance but we do have in our back pocket. We understand that we are more localized in the State of Michigan, although, obviously our industries are impacted globally, but we'll look at the economic forecast, which is for the country, but we will continue to look at kind of per Ray's comments, we'll continue to look at our portfolio, our markets to see how they're performing relative to the national forecast and if we see more of a protracted slowdown in our numbers and our expectations. We can certainly add to the reserve. In addition to whatever the actual forecast is providing for.

All right. Thanks. I appreciate all the color. That's all from me.

You're welcome.

Thanks, Dan.

Our next question will come from Eric Zwick with Hovde. Please go ahead.

Good morning, guys.

Hey, Eric.

Good morning.

First, just wanted to start, I guess with the question on the commercial loan pipeline, if you could quantify that balance at the end of September and how that compares to the June 30 balance? And then also if you're able to provide any commentary into the specific geographies or industries that are maybe contributing more to that strength in growth?

Yeah. This is Chuck. I can do it from a number standpoint, but I'll let Ray give more color on more of the specific numbers. But when we look at putting our Q together and we've got to disclose our commitments to make loans which is basically any bottom side commitment that we have made that has not been closed yet, we have actually seen quite a bit of an increase from where we were in June. I think in June, it was about $210 million, $220 million that we reported in our June 30 Q, as of June 30. We're looking at a number that's just a little bit over $300 million at September. Now clearly, there's negotiations going on there, some of those credits are being competed with other banks. We certainly don't expect to get all of them, but history does show us that we get a large majority of those. And then we would expect those to fund over the next 12 months to 24 months, clearly there are some construction loans in there. But from a numerical standpoint, the different ways that you can measure a pipeline continues to be very strong as we said and really for the comparable where we were at the end of last quarter has actually grown.

In terms of color, multifamily is very popular product in loan demand right now. Kent County came out recently with a study that indicated they needed about 9,000 units of housing over the next couple years and the delivery pipeline is like 2,000 units to 3,000 units. So there is a perceived shortfall there that developers are jumping into and we're following them carefully into that. Secondarily, I'd say the general C&I bucket is very robust in many different forms of -- a decade plus of building relationships in those areas is paying results and it defies categorization by industry or SIC code, but I think that general bucket describes it fairly well.

That's helpful. I appreciate that. Maybe one quick follow-up on that, the C&I bucket, if you could remind me where the C&I utilization rate is today and then how that compares to what you would consider a more normal level?

It was 36% compared to 33% the prior quarter. And I think normal is maybe high 30%’s and so we're just a little bit under. I think that reflects some request by our customers, they have more credit availability as they watch the prices of their inputs moves skyward. And so, I think our customers and us together are positioned to deal with their needs in a fairly immediate future, say, over the next six months to a year.

Thanks, I appreciate the follow-up there. And then moving to Slide 18 and your thoughts for some of the performance metrics in 4Q. Just looking at your expectation for average earning assets, it would seem to indicate relative to 3Q that they'd be flat to down a little bit, it sounds like loans will be strong and likely growing, so just curious about the offsets there if it's cash, liquidity or maybe securities portfolio, just how you get to that number?

Yeah. I think what we're projecting is a continuation of what we've seen throughout the year is using that excess liquidity, primarily the funds that we have on deposit at the Fed and putting that into the loan portfolios, but primarily the commercial as well as the residential. So on an overall basis, we're just moving money around the assets and not expecting much change on the liability side. So I think we continue to look for a growth of around 10% and when we look at -- put the pencil to that, we've got the funds on hand at the Fed to get us through that without any meaningful deposit increases. By having said all that, I want to make sure that everybody understands, we have always been out there looking for deposits and actually we've seen some good deposits -- new deposits come into the bank this year overall, excluding the one deposit relationship that we've talked about before. On an overall basis, deposits have stayed relatively stable, clearly, we have seen some of our depositors, some of our borrowers using funds that they had on deposit at the beginning of the year, the early part of the year. But we've also seen some really solid deposit growth as well, especially with the C&I customers that we've been bringing on, they come over with some meaningful deposits and some of our just deposit only customers as well have shown -- have reflected some increases in their deposits as well. So while we have the monies at the Fed to fund loan growth this quarter as we have the previous quarters, we're full guns ablaze and looking for any opportunity that we can bring in new deposit relationships and increase existing relationships here at the bank.

Yeah. It underscores the point that Ray made about the volume, the C&I type of relationships that are in the pipeline right now and that we'll continue to call on because those are the relationships that tend to bring over the larger deposit accounts and will help partially fund that growth that we are doing in the pipeline.

It's also worth noting that those accounts tend to be non-interest bearing and our commercial concentration leads to probably a greater than normal proportion that are non-interest bearing deposits on our balance sheet.

Yeah. And if I could add, that's a great comment that Ray just made, and I should have mentioned that, when we were talking about the cost of funds earlier, having about 40% or so of your funds be in non-interest bearing clearly pays dividends in an environment that we're in today. And again, all those deposit, those C&I relationships, not only do you get the deposits, but then that of course goes into our ability to provide other treasury management products and services as well, which we've talked about have shown some strong growth and I think that strong growth in those categories not only reflects the opportunities we have in our existing deposit base and borrowing base, but reflects the success we have in cross-selling those products when we do bring in new C&I customers to the bank. So yeah, the C&I customers, they pay dividends in many different ways throughout the income statement.

Thanks. I appreciate the complete answer there. One last topic from me, just curious about the specific reserve for the distressed commercial loan relationship. And just curious, is this a new situation or something you've been monitoring for a while and maybe but provide any color on today business or our industry and then what changed in 3Q to prompt the specific reserve?

Yeah. This is one C&I relationship that hit our radar much earlier this year that we've been working with. And as we do any type of distressed situation, working with the borrower and its management team to figure out what the issues are and try to put some corrective actions in there. It is a performing TDR, the company is still viable and is still operating, but it did get to the point where it did hit the TDR guidance for us. And with the TDR guidance from an accounting perspective means we need to kind of, if you will, treat it as a non-accrual. So when we look at our collateral that's available, we do some -- as we always do some pretty heavy discounting on valuations, we do see the need to have a meaningful specific reserve against that credit. But I would again stress that it is a performing TDR, it is not on non-accrual, so those TDR rules will go away. If it was a year from now, we wouldn't be talking about a large specific -- likely a large specific reserve with the TDR rules going away. But nonetheless, we do have a reserve against that credit. We are again, obviously, working with that borrower to get them in a better position, but looking at other options as well to look to either obviously reduce that exposure that we have here at the bank.

Got it. Maybe just one quick follow up there -- go ahead.

Yeah. From a relationship standpoint, it's a one-off as far as the overall credit situation with that borrower compared to the rest of our volume.

Yeah. Thanks. I guess my follow-up was going to be along those lines in terms of if it's a company-specific issue or if there is -- if it's related to some of that industry pressures supply chains anything else like that that we're all tracking?

I will say that, I guess my reaction to that, it shows you the overall strong quality of the portfolio, if we're talking about one change in a loan grade reserve that is a purely one-off situation. So I appreciate the question about it, but it's not reflective of a trend that we're seeing, it's a one-off situation that there is a plan in place to make sure that situation gets corrected.

Understood. That's great to hear. Thanks for taking my questions today.

You're welcome.

You bet.

[Operator Instructions] Our next question here will come from Damon DelMonte with KBW. Please go ahead.

Hey. Good morning, guys. Hope everyone is doing well today? I appreciate all the color and insight on the loan pipelines and the outlook there. Just kind of wondering are your commercial developers kind of pulling back at all or hesitating given the rapid rise in rates, and especially, if we see like another 125 basis points of increase by year-end, do you think that's going to weigh on sentiment at all?

I think it depends on the product, so do you have one in particular in mind?

Just commercial real estate development if you're planning out the budget process for a project and all of a sudden rates are going up a lot faster than maybe they thought, does that give them pause to put a project on hold?

I mean, obviously, that all goes into the calculus of a project and where that will create a slowdown is where the rents are less robust and not on upward trend. In multifamily, they certainly are on an upward trend and so the rates and the income have moved fairly well in parallel with some tightening, but that's reaching I think a climax where we're getting to a point where much more increase in long-term rates will begin to have a dampening effect. We've seen a lot less demand, actually a notable lack of demand in product types like retail or office buildings. And as a result, the activity is very minimal there, only for the strongest sponsors or maybe somebody who has an existing low leverage project. So that's what the landscape looks like for us at the moment.

That's great. I appreciate that color. And then on the expense side, the guidance for the fourth quarter keeps -- if you look at the midpoint of your range is relatively flat to where you are, what are some of the levers you guys have accessible to help combat the inflationary pressures that we're seeing?

I wish I had a lot more levers than I do. But clearly, you look at a bank's income statement and compensation and benefit costs are the big key there, and like everybody in every corner of the country or world, there's a lot of inflation out there. So we obviously need to make sure that our employees are paid well, paid relative to what the market is paying and obviously try and as best we can to help offset the impacts of inflation that they've got. So all that goes into the mix and it basically means that we're going to -- as we have, we're going to continue to see robust inflation hit our salary compensation and benefit costs. So we're going to do what we have to do there as we always have and we'll look to other areas of the income statement, whether that be margin management, provision expense, fee income, we look to that to help offset the pressures that we have and those overhead costs.

Damon, Ray can back me up on more specific cost hurdles, but branch optimization project that we've been forecasting over the last several years, we've been able to consolidate or close a number of branches that have helped bring those expenses rates in the bottom line in terms of savings. So while there may not be a plethora of levers where we're looking at every requirement that we can to make sure that we're efficiently run as we can be, but at the same time, making sure that we take care of our employees who enable us to do the things that we were able to do.

Got it. Okay. And then I guess just lastly on the fee income side, do you feel like the mortgage banking income has kind of level at this point or is it has reached the bottom or do you think that there is still more downward pressure on that line item?

I think on an overall basis, I think we feel like we've hit a bottom, if you will, production numbers. Now clearly, we have seasonality -- when you're -- when most of your product is coming from home sales and not refinances, clearly you're susceptible to seasonality and there's not a lot of -- like in your neighborhood, Damon, there's not a lot of house buying and selling going on in January and February, so I think we would expect to see some normal seasonality there, but I think from an overall standpoint, it feels like we've hit some level of bottom here.

Got it. Okay. That's all I had. Thanks a lot. Appreciate all the color.

Thanks, Damon.

This concludes our question-and-answer session. I'd like to turn the conference back over to Bob Kaminski for any closing remarks.

Yes. Thank you very much for your interest in our company, and we look forward to speaking with you next at the end of the fourth quarter. This call has now concluded.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.