UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
COMMISSION FILE NUMBER: 0-49771
MERCHANTS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-1467303
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 North High Street, Hillsboro, Ohio 45133
(Address of principal executive offices) (Zip Code)
(937) 393-1993
(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 [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock - 3,000,000 shares outstanding at June 15, 2002
1
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
The accompanying information has not been audited by independent public
accountants; however, in the opinion of management such information reflects all
adjustments necessary for a fair presentation of the results for the interim
period. All such adjustments are of a normal and recurring nature.
The accompanying financial statements are presented in accordance with the
requirements of Form 10-Q and consequently do not include all of the disclosures
normally required by accounting principles generally accepted in the United
States of America or those made in the Registrant's Form 10. Accordingly, the
reader of the Form 10-Q should refer to the Registrant's Form 10 for the year
ended December 31, 2001 for further information in this regard.
2
MERCHANTS BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 AND DECEMBER 31, 2001 (IN THOUSANDS EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
2002 2001
ASSETS (UNAUDITED)
CASH AND CASH EQUIVALENTS:
Cash and due from banks $ 9,111 $ 13,570
Interest-bearing deposits in banks 3,669 4,618
Federal funds sold 5,400 16,600
--------- ---------
Total cash and cash equivalents 18,180 34,788
--------- ---------
SECURITIES AVAILABLE FOR SALE
(amortized cost of $46,163 and $37,423, respectively) 46,749 38,221
--------- ---------
LOANS 228,253 223,727
Less allowance for loan losses (1,986) (1,960)
--------- ---------
Net loans 226,267 221,767
--------- ---------
OTHER ASSETS:
Bank premises and equipment, net 4,281 4,343
Accrued interest receivable 2,925 2,957
Deferred income taxes 209 137
Other 2,938 2,683
--------- ---------
Total other assets 10,353 10,120
--------- ---------
TOTAL $ 301,549 $ 304,896
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits:
Noninterest bearing $ 27,684 $ 31,220
Interest bearing 220,314 231,388
--------- ---------
Total deposits 247,998 262,608
--------- ---------
Repurchase agreements 1,906 1,424
FHLB borrowings 18,987 8,993
Other liabilities 1,567 1,639
--------- ---------
Total liabilities 270,458 274,664
--------- ---------
SHAREHOLDERS' EQUITY:
Common stock - no par value; 4,500,000 shares authorized
and 3,000,000 shares issued and outstanding 2,000 2,000
Additional paid-in capital 2,000 2,000
Retained earnings 26,705 25,710
Accumulated other comprehensive income 386 522
--------- ---------
Total shareholders' equity 31,091 30,232
--------- ---------
TOTAL $ 301,549 $ 304,896
========= =========
See notes to condensed consolidated financial statements.
3
MERCHANTS BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (IN THOUSANDS EXCEPT
PER SHARE DATA)
2002 2001
(UNAUDITED)
INTEREST INCOME:
Interest and fees on loans $ 4,530 $ 5,099
Interest and dividends on securities:
Taxable 388 491
Exempt from income taxes 181 126
Interest on federal funds sold and other short-term investments 68 6
------- -------
Total interest income 5,167 5,722
------- -------
INTEREST EXPENSE:
Interest on deposits 2,003 2,681
Interest on repurchase agreements and federal funds purchased 17 56
Interest on FHLB borrowings 221 96
------- -------
Total interest expense 2,241 2,833
------- -------
NET INTEREST INCOME 2,926 2,889
PROVISION FOR LOAN LOSSES (84) (49)
------- -------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 2,842 2,840
------- -------
NONINTEREST INCOME - Service charges and fees 352 313
------- -------
NONINTEREST EXPENSE:
Salaries and employee benefits 893 899
Occupancy 274 263
Legal and professional services 93 65
Franchise tax 84 70
Data processing 64 55
Advertising 48 43
Other 279 266
------- -------
Total noninterest expense 1,735 1,661
------- -------
INCOME BEFORE INCOME TAXES 1,459 1,492
INCOME TAXES (464) (465)
------- -------
NET INCOME $ 995 $ 1,027
======= =======
BASIC AND DILUTED EARNINGS PER SHARE $ 0.33 $ 0.34
======= =======
See notes to condensed consolidated financial statements.
4
MERCHANTS BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (IN THOUSANDS)
2002 2001
(UNAUDITED)
OPERATING ACTIVITIES:
Net income $ 995 $ 1,027
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 228 143
Provision for loan losses 84 49
Gain on sale of mortgage loans (53) (34)
Proceeds from sale of mortgage loans 3,911 1,397
Mortgage loans originated for sale (3,858) (1,363)
Deferred federal income taxes 4 (49)
Changes in assets and liabilities:
Accrued interest receivable 32 62
Other assets (255) (390)
Accrued interest, taxes and other liabilities (72) 95
-------- --------
Net cash provided by operating activities 1,016 937
-------- --------
INVESTING ACTIVITIES:
Proceeds from sales and maturities of securities available for sale 3,613 1,107
Purchases of securities available for sale (12,419) -
Net increase in loans (4,584) (1,707)
Capital expenditures (100) (32)
-------- --------
Net cash used in investing activities (13,490) (632)
-------- --------
FINANCING ACTIVITIES:
Net (decrease) increase in deposits (14,610) 2,427
Net (decrease) increase in repurchase agreements 482 (305)
Net federal funds purchased - (4,800)
Net FHLB borrowings 9,994 -
-------- --------
Net cash used in financing activities (4,134) (2,678)
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (16,608) (2,373)
CASH AND CASH EQUIVALENTS:
Beginning of year 34,788 10,323
-------- --------
End of period $ 18,180 $ 7,950
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for federal income taxes $ 121 -
======== ========
Cash paid during the period for interest $ 2,300 $ 2,800
======== ========
See notes to condensed consolidated financial statements.
5
MERCHANTS BANCORP, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
1. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
The unaudited condensed consolidated financial statements include the
accounts of Merchants Bancorp, Inc. (the "Company") and its wholly-owned
subsidiary, Merchants National Bank. All significant intercompany
balances and transactions have been eliminated in consolidation.
In the opinion of management, these condensed consolidated financial
statements include all adjustments (which consist of normal recurring
accruals) necessary to present the condensed consolidated financial
position as of March 31, 2002 and the results of operations and cash
flows for the three months ended March 31, 2002 and 2001. These condensed
consolidated financial statements have been prepared in accordance with
instructions to Form 10-Q, and therefore do not include all information
and footnote disclosures necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with
accounting principles generally accepted in the United States of America.
Financial information as of December 31, 2001 has been derived from the
audited consolidated financial statements of Merchants Bancorp, Inc. and
subsidiary. The results of operations and cash flows for the three months
ended March 31, 2002 and 2001 are not necessarily indicative of the
results to be expected for the full year. For further information, refer
to the consolidated financial statements and footnotes thereto for the
year ended December 31, 2001, included in the Company's Form 10.
Earnings per Share - Basic earnings per share is computed using the
weighted average number of shares of common stock outstanding during the
period. For the three months ended March 31, 2002 and 2001, the Company
had three million shares outstanding. There were no common stock
equivalents outstanding during the respective periods.
New Accounting Pronouncements - Effective January 1, 2002, the Company
adopted Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets." SFAS No. 142 requires that
goodwill and certain intangibles no longer be amortized, but instead
tested for impairment at least annually. The adoption of this statement
did not have any impact on the Company's consolidated financial
statements.
SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued
in August 2001. SFAS No. 143 requires that the fair value of a liability
be recognized when incurred for the retirement of a long-lived asset and
the value of the related asset be increased by that amount. It also
requires that the liability be maintained at its present value in
subsequent periods and outlines certain disclosures for such obligations.
The adoption of this statement, which is effective January 1, 2003, is
not expected to have a material impact on the Company's consolidated
financial statements.
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," which replaces SFAS No. 121, was issued in October 2001. This
statement primarily defines one accounting model for long-lived assets to
be disposed of by sale, including discontinued operations, and addresses
implementation issues regarding the impairment of long-lived assets. The
adoption of this statement, which is effective January 1, 2002, did not
have an impact on the Company's consolidated financial statements.
6
2. LOANS
Major classifications of loans are summarized as follows (in thousands):
MARCH 31, DECEMBER 31,
2002 2001
Commercial real estate $ 43,983 $ 41,917
Commercial and industrial 25,145 24,088
Agricultural 38,151 34,313
Residential real estate 94,671 97,182
Installment 24,962 24,960
Other 1,341 1,267
--------- ---------
Total 228,253 223,727
Less allowance for loan losses (1,986) (1,960)
--------- ---------
$ 226,267 $ 221,767
========= =========
The Company did not have any loans held for sale at March 31, 2002 or
December 31, 2001.
3. FHLB BORROWINGS
All stock in the Federal Home Loan Bank ("FHLB") and qualifying first
mortgage residential loans are pledged as collateral on FHLB borrowings.
Maturities and interest rates at March 31, 2002 are as follows (in
thousands):
INTEREST
MATURITY RATE AMOUNT
April 4, 2002 4.6 % $ 1,500
April 10, 2008 5.4 % 1,000
September 25, 2008 4.8 % 3,000
March 15, 2010 6.3 % 3,000
September 1, 2011 5.2 % 487
January 3, 2012 4.6 % 10,000
-------
Total $18,987
=======
The maximum amount available to the Company under FHLB borrowings was
approximately $57.7 million and $59.5 million as of March 31, 2002 and
December 31, 2001, respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Merchants Bancorp, Inc. (the "Company") is a bank holding company and sole
shareholder of Merchants National Bank (the "Bank"), headquartered in Hillsboro,
Ohio. At March 31, 2002, the Company had total assets of approximately $301.5
million and total shareholders' equity of approximately $31.1 million.
The Company, through its banking affiliate, offers a broad range of banking
services to the commercial, industrial and consumer market segments which it
serves. The primary business of the Bank consists of accepting deposits through
various consumer and commercial deposit products, and using such deposits to
fund various loan products. The Bank's primary loan products are as follows: (1)
loans secured by residential real estate, including loans for the purchase of
one to four family residences which are secured by
7
1st and 2nd mortgages and home equity loans; (2) consumer loans, including new
and used automobile loans, loans for the purchase of mobile homes and debt
consolidation loans; (3) agricultural loans, including loans for the purchase of
real estate used in connection with agricultural purposes, operating loans and
loans for the purchase of equipment; and (4) commercial loans, including loans
for the purchase of real estate used in connection with office or retail
activities, loans for the purchase of equipment and loans for the purchase of
inventory.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the appropriate
application of certain accounting policies, many of which require us to make
estimates and assumptions about future events and their impact on amounts
reported in our financial statements and related notes. Since future events and
their impact cannot be determined with certainty, the actual results will
inevitably differ from our estimates. Such differences could be material to the
financial statements.
The Company believes the application of accounting policies and the estimates
required therein are reasonable. These accounting policies and estimates are
constantly reevaluated, and adjustments are made when facts and circumstances
dictate a change. Historically, the Company has found its application of
accounting policies to be appropriate, and actual results have not differed
materially from those determined using necessary estimates.
The Company's accounting policies are more fully described in Note 1 to the
condensed consolidated financial statements.
Management believes that the determination of the allowance for loan losses
represents a critical accounting policy. The Company maintains an allowance for
loan losses to absorb probable loan losses inherent in the portfolio. The
allowance for loan losses is maintained at a level management considers to be
adequate to absorb probable loan losses inherent in the portfolio, based on
evaluations of the collectibility and historical loss experience of loans.
Credit losses are charged and recoveries are credited to the allowance.
Provisions for loan losses are based on management's review of the historical
loan loss experience and such factors which, in management's judgment, deserve
consideration under existing economic conditions in estimating probable credit
losses. The allowance is based on ongoing assessments of the probable estimated
losses inherent in the loan portfolio. The Company's methodology for assessing
the appropriate allowance level consists of several key elements, as described
below.
Larger commercial loans that exhibit probable or observed credit weaknesses are
subject to individual review. Where appropriate, reserves are allocated to
individual loans based on management's estimate of the borrower's ability to
repay the loan given the availability of collateral, other sources of cash flow
and available legal options. Included in the review of individual loans are
those that are impaired as provided in Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a Loan," as
amended. Any specific reserves for impaired loans are measured based on the fair
value of the underlying collateral. The Company evaluates the collectibility of
both principal and interest when assessing the need for a specific reserve.
Historical loss rates are applied to other commercial loans not subject to
specific reserve allocations.
Homogenous loans, such as consumer installment and residential mortgage loans,
are not individually reviewed by management. Reserves are established for each
pool of loans based on the expected net charge-offs. Loss rates are based on the
average five-year net charge-off history by loan category.
8
Historical loss rates for commercial and consumer loans may be adjusted for
significant factors that, in management's judgment, reflect the impact of any
current conditions on loss recognition. Factors which management considers in
the analysis include the effects of the local economy, trends in the nature and
volume of loans (delinquencies, charge-offs, nonaccrual and problem loans),
changes in the internal lending policies and credit standards, collection
practices, and examination results from bank regulatory agencies and the
Company's internal credit review function.
An unallocated reserve is maintained to recognize the imprecision in estimating
and measuring loss when evaluating reserves for individual loans or pools of
loans.
Specific reserves on individual loans and historical loss rates are reviewed
throughout the year and adjusted as necessary based on changing borrower and/or
collateral conditions and actual collection and charge-off experience.
The Company has not substantively changed any aspect of its overall approach in
the determination of the allowance for loan losses since January 1, 2002. There
have been no material changes in assumptions or estimation techniques as
compared to prior years that impacted the determination of the current year
allowance.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2002
AND 2001
The Company reported net income of $995,000 and $1,027,000 for the three months
ended March 31, 2002 and 2001, respectively. During the same periods, basic and
diluted earnings per share were $.33 and $.34, respectively. On an annualized
basis, return on average assets was 1.30% and return on average equity was
12.88% for the three months ended March 31, 2002, compared to 1.48% and 14.74%,
respectively, for the comparable period in 2001.
Net interest income for the three months ended March 31, 2002, was $2,926,000,
an increase of $37,000, or 1.3%, compared to net interest income of $2,889,000
for the comparable period in 2001. Net interest margin was 4.09% for the three
months ended March 31, 2002, compared to 4.43% for the comparable period in
2001. The average annualized yield on earning assets decreased to 7.22% for the
three months ended March 31, 2002, from 8.77% for the comparable period in 2001.
The average cost of interest-bearing funds was 3.66% for the three months ended
March 31, 2002, a decrease from 5.06% for the comparable period in 2001.
The provision for loan losses was $84,000 and $49,000 for the three months ended
March 31, 2002 and 2001, respectively, representing an increase of 71.4%. Net
charge-offs for the three-months ended March 31, 2002 were $58,000, compared to
$23,000 experienced during the three months ended March 31, 2001. Management
increased the provision for loan losses during the first three months of 2002 to
reflect the increased loan volume and estimates of probable loan losses in 2002.
Total noninterest income was $352,000 for the three months ended March 31, 2002,
an increase of $39,000, or 12.5%, from $313,000 for the comparable period in
2001. The increase is due to service charges on customers' deposit account
transactions.
Total noninterest expense was $1,735,000 for the three months ended March 31,
2002, an increase of $74,000, or 4.5%, from $1,661,000 for the comparable period
in 2001. Salaries and benefits expense comprises the largest component of
noninterest expense, with totals of $893,000 and $899,000 for the three months
ended March 31, 2002 and 2001, respectively
9
FINANCIAL CONDITION
The Company's total assets decreased to $301.5 million as of March 31, 2002 from
$304.9 million as of December 31, 2001, a decrease of 1.1%. Increases of $8.5
million in securities available for sale and $4.5 million in loans in the three
months ended March 31, 2002 were offset by a decrease of $16.6 million in cash
and cash equivalents, including a decrease of $11.2 million in federal funds
sold. The decrease in cash and cash equivalents is primarily due to loan growth
and the purchase of investment securities.
LOANS AND ALLOWANCE FOR LOAN LOSSES
The Company reported total loans of $228.3 million as of March 31, 2002 and
$223.7 million as of December 31, 2001, an increase of $4.5 million, or 2.1%.
The portfolio composition has remained consistent during the period.
Federal regulations and generally accepted accounting principles require that
the Company establish prudent allowances for loan losses. The Company maintains
an allowance for loan losses to absorb probable loan losses inherent in the
portfolio, based on evaluations of the collectibility and historical loss
experience of loans. Loan losses are charged and recoveries are credited to the
allowance. Provisions for loan losses are based on management's review of the
historical loan loss experience and such factors which, in management's
judgment, deserve consideration under existing economic conditions in estimating
probable loan losses. The allowance is based on ongoing assessments of the
probable estimated losses inherent in the loan portfolio. The Company has not
substantively changed any aspect of its overall approach in the determination of
the allowance for loan losses during 2002. There have been no material changes
in assumptions or estimation techniques as compared to prior years that impacted
the determination of the current year allowance.
The allowance for loan losses was 0.87% of total loans as of March 31, 2002 and
0.88% as of December 31, 2001.
The amount of nonaccrual loans increased to $472,000 as of March 31, 2002 from
$383,000 at December 31, 2001. As a percentage of total loans, nonaccrual loans
represented .21% as of March 31, 2002 and 0.17% as of December 31, 2001.
The category of accruing loans which are past due 90 days or more decreased to
$1,195,000 as of March 31, 2002 from $1,649,000 as of December 31, 2001. As a
percentage of total loans, loans past due 90 days and still accruing interest
represented .52% as of March 31, 2002 and 0.74% as of December 31, 2001.
As a percentage of the allowance for loan losses, total nonaccrual loans and
loans past due 90 days or more were 84.0% as of March 31, 2002 and 103.7% as of
December 31, 2001.
DEPOSITS
Deposits totaled $248.0 million as of March 31, 2002, a decrease of $14.6
million, or 5.6%, from $262.6 million as of December 31, 2001. The decrease is
primarily due to the withdrawal of public deposits from a local municipality.
FHLB BORROWINGS
Federal Home Loan Bank borrowings increased $10.0 million to $19.0 million as of
March 31, 2002 from $9.0 million as of December 31, 2001. The additional
borrowings were primarily used to fund the purchase of municipal securities
classified as available for sale.
10
LIQUIDITY AND CAPITAL RESOURCES
The declaration and payment of dividends by the Company are subject to the
discretion of the Board of Directors and to the earnings and financial condition
of the Company and applicable laws and regulations. The Company did not pay any
dividends during the three months ended March 31, 2002 and 2001.
At March 31, 2002, consolidated Tier 1 risk based capital was 14.3%, and total
risk-based capital was 15.3%. The minimum Tier 1 and total risk-based capital
ratios required by the Board of Governors of the Federal Reserve are 4% and 8%,
respectively.
Effective liquidity management ensures that the cash flow requirements of
depositors and borrowers, as well as company cash needs, are met. The Company
manages liquidity on both the asset and liability sides of the balance sheet.
Community bank liquidity management currently involves the challenge of
attracting deposits while maintaining positive loan growth at a reasonable
interest rate spread. The loan to deposit ratio at March 31, 2002 was 92.0%
compared to 85.2% as of December 31, 2001. Loans to total assets were 75.7% at
March 31, 2002 compared to 73.4% at the end of 2001. The securities portfolio is
available for sale and consists of securities that are readily marketable.
Approximately 76% of the available for sale portfolio is pledged to secure
public deposits, short-term and long-term borrowings and for other purposes as
required by law. The balance of the available for sale securities could be sold
if necessary for liquidity purposes. Also, a stable deposit base, consisting of
88% core deposits, makes the Company less susceptible to large fluctuations in
funding needs. The Company also has both short- and long-term borrowings
capacity available through FHLB with unused available credit of approximately
$38.7 million as of March 31, 2002. The Company has the ability to obtain
deposits in the brokered certificate of deposit market to help provide liquidity
to fund loan growth, if necessary. Generally, the Company uses short-term
borrowings to fund overnight and short-term funding needs in the Company's
balance sheet. Longer-term borrowings have been primarily used to fund
mortgage-loan originations. This has occurred when FHLB longer-term rates are a
more economical source of funding than traditional deposit gathering activities.
Additionally, the Company occasionally uses FHLB borrowings to fund larger
commercial loans.
As of March 31, 2002, management is not aware of any current recommendations by
banking regulatory authorities which, if they were to be implemented, would
have, or would be reasonably likely to have, a material adverse impact on the
Company's liquidity, capital resources, or operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in the fair value
of financial instruments due to variations in interest rates, exchange rates,
equity price risk and commodity prices. The Company does not maintain a trading
account for any class of financial instrument, and is not currently subject to
currency exchange rate risk, equity price risk or commodity price risk. The
Company's market risk is composed primarily of interest rate risk.
The major source of the Company's interest rate risk is the difference in the
maturity and repricing characteristics between the Company's core banking assets
and liabilities - loans and deposits. This difference, or mismatch, poses a risk
to net interest income. Most significantly, the Company's core banking assets
and liabilities are mismatched with respect to repricing frequency, maturity
and/or index. Most of the Company's commercial loans, for example, reprice
rapidly in response to changes in short-term interest. In contrast, many of the
Company's consumer deposits reprice slowly, if at all, in response to changes in
market interest rates.
The Company's Senior Management is responsible for reviewing the interest rate
sensitivity position of the Company and establishing policies to monitor and
limit exposure to interest rate risk. The guidelines established by senior
management are approved by the Company's Board of Directors. The primary goal of
the asset/liability management function is to maximize net interest income
within the interest rate risk limits
11
set by approved guidelines. Techniques used include both interest rate gap
management and simulation modeling that measures the effect of rate changes on
net interest income and market value of equity under different rate scenarios.
In the Company's simulation models, each asset and liability balance is
projected over a time horizon. Net interest income is then projected based on
expected cash flows and projected interest rates under a stable rate scenario
and analyzed. The results of this analysis are factored into decisions made
concerning pricing strategies for loan and deposits, balance sheet mix,
securities portfolio strategies, liquidity and capital adequacy.
Simulation models are also performed under an instantaneous parallel 200 basis
point increase or decrease in interest rates. The model includes assumptions as
to repricing and expected prepayments, anticipated calls, and expected decay
rates of transaction accounts under the different rate scenarios. The results of
these simulations include changes in both net interest income and market value
of equity.
The Company's rate shock simulation models provide results in extreme interest
rate environments and results are used accordingly. Reacting to changes in
economic conditions, interest rates and market forces, the Company has been able
to alter the mix of short and long-term loans and investments, and increase or
decrease the emphasis on fixed and variable rate products in response to
changing market conditions. By managing the interest rate sensitivity of its
asset composition in this manner, the Company has been able to maintain a fairly
stable flow of net interest income.
Complicating management's efforts to control non-trading exposure to interest
rate risk is the fundamental uncertainty of the maturity, repricing, and/or
runoff characteristics of some of the Company's core banking assets and
liabilities. This uncertainty often reflects options embedded in these financial
instruments. The most important embedded options are contained in consumer
deposits and loans.
For example, many of the Company's interest bearing retail deposit products
(e.g., interest checking, savings and money market deposits) have no contractual
maturity. Customers have the right to withdraw funds from these deposit accounts
freely. Deposit balances may therefore run off unexpectedly due to changes in
competitive or market conditions. To forestall such runoff, rates on interest
bearing deposits may have to be increased more (or reduced less) than expected.
Such repricing may not be highly correlated with the repricing of prime
rate-based or U.S. Treasury-based loans. Finally, balances that leave the
banking franchise may have to be replaced with other more expensive retail or
wholesale deposits. Given the uncertainties surrounding deposit runoff and
repricing, the interest rate sensitivity of core bank liabilities cannot be
determined precisely.
Management believes as of March 31, 2002, there have been no material changes in
the Company's interest rate sensitive instruments which would cause a material
change in the market risk exposures which affect the quantitative and
qualitative risk disclosures as presented in the Company's Form 10 filed for the
period ended December 31, 2001.
FORWARD-LOOKING STATEMENTS
Certain of the statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Economic circumstances, the Company's operation and the
Company's actual results could differ significantly from those discussed in the
forward-looking statements. Forward-looking statements are typically identified
by words or phrases such as "believe," "expect," "anticipate," "intend,"
"estimate," "may increase," "may fluctuate," and similar expressions or future
or conditional verbs such as "will," "should," "would" and "could." These
forward-looking statements involve risks and uncertainties including, but not
limited to, economic conditions, portfolio growth, the credit performance of the
portfolios, including bankruptcies, and seasonal factors; changes in general
economic conditions including the performance of financial markets, the prices
of crops,
12
prevailing inflation and interest rates, and losses on lending activities;
results of various investment activities; the effects of competitors' pricing
policies, of changes in laws and regulations on competition and of demographic
changes on target market populations' savings and financial planning needs;
industry changes in information technology systems on which we are dependent;
and the resolution of legal proceedings and related matters. In addition, the
policies and regulations of the various regulatory authorities could affect the
Company's results. These statements are representative only on the date hereof,
and the Company undertakes no obligation to update any forward-looking
statements made.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the shareholders of Merchants Bancorp, Inc. was held on
February 26, 2002. At the meeting, the following individuals were elected as
members to Class II of the Company's board of directors: William Butler; Charles
A. Davis; and Jack Walker. There were no other individuals nominated for
membership to the board, and no other matters were submitted for a vote at the
meeting. The following individuals' terms as directors of the Company continued
after the meeting: Paul W. Pence, Jr.; James R. Vanzant; Robert Hammond; and
Donald Fender, Jr.
Shareholders of the Company are permitted to vote cumulatively in the election
of directors. As of the record date established for the determination of shares
entitled to vote at the meeting, the Company had 3,000,000 common shares issued
and outstanding. 363,371 of the Company's common shares were not voted at the
meeting. Following is a break-down of the votes cast "for" or "withheld" as to
each individual nominated to Class II of the Company's board of directors:
William Butler For: 2,616,485
Withheld: 23,188
Charles A. Davis For: 2,577,755
Withheld: 42,148
Jack Walker For: 2,635,011
Withheld: 15,300
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
The following exhibits are filed as a part of this report:
(3) (I) Amended and Restated Articles of Incorporation of Merchants
Bancorp, Inc. Previously filed as Exhibit (3)(I) to the Merchants
Bancorp, Inc. Registration Statement on Form 10, which was filed
April 30, 2002.
(II) Code of Regulations of Merchants Bancorp, Inc. Previously filed as
Exhibit (3)(II) to the Merchants Bancorp, Inc. Registration
Statement on Form 10, which was filed April 30, 2002.
(4) See Exhibit (3).
(10) Material Contracts:
10.1 The Merchants National Bank Defined Benefit Retirement Plan.
Previously filed as Exhibit 10.1 to the Merchants Bancorp,
Inc. Registration Statement on Form 10, which was filed April
30, 2002.
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10.2 The Merchants National Bank Profit Sharing and 401(k) Savings
Retirement Plan and Trust. Previously filed as Exhibit 10.2 to
the Merchants Bancorp, Inc. Registration Statement on Form 10,
which was filed April 30, 2002.
10.3 The Merchants National Bank Profit Sharing Bonus Plan.
Previously filed as Exhibit 10.3 to the Merchants Bancorp,
Inc. Registration Statement on Form 10, which was filed April
30, 2002.
10.4 The Merchants National Bank of Hillsboro, Ohio Executive
Investment Plan. Previously filed as Exhibit 10.4 to the
Merchants Bancorp, Inc. Registration Statement on Form 10,
which was filed April 30, 2002.
10.5 The Merchants National Bank Directors' Deferred Compensation
Plan. Previously filed as Exhibit 10.5 to the Merchants
Bancorp, Inc. Registration Statement on Form 10, which was
filed April 30, 2002.
(11) Not Applicable - Registrant has a simple capital structure comprised
solely of common stock and no debt securities outstanding.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MERCHANTS BANCORP, INC.
Date: June 27, 2002 By: /s/ Paul W. Pence, Jr.
Paul W. Pence, Jr., President and
Principal Financial Officer